C55C56C57C19C20C21Part 35The registrar of companies

Annotations:
Modifications etc. (not altering text)
C55

Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Inspection etc of the register

I1C1C2C23C28C36C48C471085Inspection of the register

1

Any person may inspect the register.

2

The right of inspection extends to the originals of documents delivered to the registrar in hard copy form if, and only if, the record kept by the registrar of the contents of the document is illegible or unavailable.

The period for which such originals are to be kept is limited by section 1083(1).

3

This section has effect subject to section 1087 (material not available for public inspection) F11and section 1087ZA (required particulars available for public inspection for limited period).

C3C4I2C5C26C29C37C47C491086Right to copy of material on the register

1

Any person may require a copy of any material on the register.

2

The fee for any such copy of material derived from F13an enhanced disclosure document (see section 1078), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.

3

This section has effect subject to section 1087 (material not available for public inspection) F12and section 1087ZA (required particulars available for public inspection for limited period).

I3C6C22C30C38C45C47C501087Material not available for public inspection

1

The following material must not be made available by the registrar for public inspection—

a

the contents of any document sent to the registrar containing views expressed pursuant to section 56 (comments on proposal by company to use certain words or expressions in company name);

b

protected information within section 242(1) (directors' residential addresses: restriction on disclosure by registrar) or any corresponding provision of regulations under section 1046 (overseas companies);

F1ba

representations received by the registrar in response to a notice under—

i

section 245(2) F2 (notice of proposal to put director's usual residential address on the public record), or

ii

any corresponding provision of regulations under section 1046 (overseas companies);

F7bb

information to which sections 240 to 244 are applied by section 790ZF(1) (residential addresses of people with significant control over the company) or any corresponding provision of regulations under section 1046 (overseas companies);

bc

information that, by virtue of regulations under section 790ZG or any corresponding provision of regulations under section 1046, the registrar must omit from the material on the register that is available for inspection;

c

any application to the registrar under section 1024 (application for administrative restoration to the register) that has not yet been determined or was not successful;

d

any document received by the registrar in connection with the giving or withdrawal of consent under section 1075 (informal correction of documents);

F8da

information falling within section 1087A(1) (information about a person's date of birth);

e

any application or other document delivered to the registrar under section 1088 (application to make address unavailable for public inspection) and any address in respect of which such an application is successful;

f

any application or other document delivered to the registrar under section 1095 (application for rectification of register);

g

any court order under section 1096 (rectification of the register under court order) that the court has directed under section 1097 (powers of court on ordering removal of material from the register) is not to be made available for public inspection;

F6ga

any application or other document delivered to the registrar under section 1097A (rectification of company registered office) other than an order or direction of the court;

F3h

F4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i

any e-mail address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone;

F5j

the contents of any documents held by the registrar pending a decision of the Regulator of Community Interest Companies under—

i

section 36A of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (eligibility for registration as community interest company),

ii

section 38 of that Act (eligibility for conversion to community interest company), or

iii

section 55 of that Act (eligibility for conversion from community interest company to charity),

and that the registrar is not later required to record;

k

any other material excluded from public inspection by or under any other enactment.

2

A restriction applying by reference to material deriving from a particular description of document does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

3

Material to which this section applies need not be retained by the registrar for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.

C52C53C541087ZAF10Required particulars available for public inspection for limited period

1

This section applies where—

a

a notice is given to the registrar by a company under section 790VA (notification of changes to the registrar), or

a

a document is delivered to the registrar by a company under section 790ZA (duty to notify registrar of changes).

2

The notice or document, and any record of the information contained in the notice or document, must not be made available by the registrar for public inspection after the expiration of ten years beginning with the date on which the company is dissolved.

3

The power in section 1084(2) (power of registrar to direct that records of a company that has been dissolved may be removed to the Public Record Office etc) may not be exercised in relation to the notice or document, or any record of the information contained in the notice or document, before the expiration of ten years beginning with the date on which the company is dissolved.

4

Subsection (2) does not affect the availability for public inspection of the same information contained in material derived from another description of document in relation to which no such restriction applies.

C35C39C471087AF9Information about a person's date of birth

1

Information falls within this subsection at any time (“ the relevant time ”) if—

a

it is DOB information,

b

it is contained in a document delivered to the registrar that is protected at the relevant time as regards that information,

c

the document is one in which such information is required to be stated, and

d

if the document has more than one part, the part in which the information is contained is a part in which such information is required to be stated.

2

“DOB information” is information as to the day of the month (but not the month or year) on which a relevant person was born.

3

A “relevant person” is an individual—

a

who is a director of a company, or

b

whose particulars are stated in a company's PSC register as a registrable person in relation to that company (see Part 21A).

4

A document delivered to the registrar is “protected” at any time unless—

a

it is an election period document,

b

subsection (7) applies to it at the time, or

c

it was registered before this section comes into force.

5

As regards DOB information about a relevant person in his or her capacity as a director of the company, each of the following is an “election period document”—

a

a statement of the company's proposed officers delivered under section 9 in circumstances where the subscribers gave notice of election under section 167A (election to keep information on central register) in respect of the company's register of directors when the statement was delivered;

b

a document delivered by the company under section 167D (duty to notify registrar of changes while election in force).

6

As regards DOB information about a relevant person in his or her capacity as someone whose particulars are stated in the company's PSC register, each of the following is an “election period document”—

a

a statement of initial significant control delivered under section 9 in circumstances where the subscribers gave notice of election under section 790X in respect of the company when the statement was delivered;

b

a document containing a statement or updated statement delivered by the company under section 790X(6)(b) or (7) (statement accompanying notice of election made after incorporation);

c

a document delivered by the company under section 790ZA (duty to notify registrar of changes while election in force).

7

This subsection applies to a document if—

a

the DOB information relates to the relevant person in his or her capacity as a director of the company,

b

an election under section 167A is or has previously been in force in respect of the company's register of directors,

c

the document was delivered to the registrar at some point before that election took effect,

d

the relevant person was a director of the company when that election took effect, and

e

the document was either—

i

a statement of proposed officers delivered under section 9 naming the relevant person as someone who was to be a director of the company, or

ii

notice given under section 167 of the relevant person having become a director of the company.

8

Information about a person does not cease to fall within subsection (1) when he or she ceases to be a relevant person and, to that extent, references in this section to a relevant person include someone who used to be a relevant person.

9

Nothing in subsection (1) obliges the registrar to check other documents or (as the case may be) other parts of the document to ensure the absence of DOB information.

C35C40C46C471087BDisclosure of DOB information

1

The registrar must not disclose restricted DOB information unless—

a

the same information about the relevant person (whether in the same or a different capacity) is made available by the registrar for public inspection as a result of being contained in another description of document in relation to which no restriction under section 1087 applies (see subsection (2) of that section), or

b

disclosure of the information by the registrar is permitted by subsection (2) or another provision of this Act.

2

The registrar may disclose restricted DOB information—

a

to a public authority specified for the purposes of this subsection by regulations made by the Secretary of State, or

b

to a credit reference agency.

3

Subsections (3) to (8) of section 243 (permitted use or disclosure of directors' residential addresses etc by the registrar) apply for the purposes of subsection (2) as for the purposes of that section (reading references there to protected information as references to restricted DOB information).

4

This section does not apply to restricted DOB information about a relevant person in his or her capacity as someone whose particulars are stated in the company's PSC register if an application under regulations made under section 790ZG (regulations for protecting PSC particulars) has been granted with respect to that information and not been revoked.

5

“ Restricted DOB information ” means information falling within section 1087A(1).

I4C7C31C41C471088Application to registrar to make address unavailable for public inspection

1

The Secretary of State may make provision by regulations requiring the registrar, on application, to make an address on the register unavailable for public inspection.

2

The regulations may make provision as to—

a

who may make an application,

b

the grounds on which an application may be made,

c

the information to be included in and documents to accompany an application,

d

the notice to be given of an application and of its outcome, and

e

how an application is to be determined.

3

Provision under subsection (2)(e) may in particular—

a

confer a discretion on the registrar;

b

provide for a question to be referred to a person other than the registrar for the purposes of determining the application.

4

An application must specify the address to be removed from the register and indicate where on the register it is.

5

The regulations may provide—

a

that an address is not to be made unavailable for public inspection under this section unless replaced by a service address, and

b

that in such a case the application must specify a service address.

6

Regulations under this section are subject to affirmative resolution procedure.

C8C9I5C10C24C32C42C47C511089Form of application for inspection or copy

1

The registrar may specify the form and manner in which application is to be made for—

a

inspection under section 1085, or

b

a copy under section 1086.

2

F14Applications in respect of an enhanced disclosure document may be submitted to the registrar in hard copy or electronic form, as the applicant chooses.

This does not affect the registrar's power under subsection (1) above to impose requirements in respect of other matters.

C11C12I6C13C27C33C43C47C511090Form and manner in which copies to be provided

1

The following provisions apply as regards the form and manner in which copies are to be provided under section 1086.

2

F15Copies of an enhanced disclosure document must be provided in hard copy or electronic form, as the applicant chooses.

This is subject to the following proviso.

3

The registrar is not obliged by subsection (2) to provide copies in electronic form of a document that was delivered to the registrar in hard copy form if—

a

the document was delivered to the registrar on or before 31st December 1996, or

b

the document was delivered to the registrar on or before 31st December 2006 and ten years or more elapsed between the date of delivery and the date of receipt of the first application for a copy on or after 1st January 2007.

4

Subject to the preceding provisions of this section, the registrar may determine the form and manner in which copies are to be provided.

C14C15I7C16C25C34C44C47C51C581091Certification of copies as accurate

1

Copies provided under section 1086 in hard copy form must be certified as true copies unless the applicant dispenses with such certification.

2

Copies so provided in electronic form must not be certified as true copies unless the applicant expressly requests such certification.

3

A copy provided under section 1086, certified by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence—

a

as of equal validity with the original document, and

b

as evidence (in Scotland, sufficient evidence) of any fact stated in the original document of which direct oral evidence would be admissible.

4

The Secretary of State may make provision by regulations as to the manner in which such a certificate is to be provided in a case where the copy is provided in electronic form.

5

Except in the case of F16an enhanced disclosure document (see section 1078), copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar's official seal.

I8C17C181092Issue of process for production of records kept by the registrar

1

No process for compelling the production of a record kept by the registrar shall issue from any court except with the permission of the court.

2

Any such process shall bear on it a statement that it is issued with the permission of the court.