Companies Act 2006 (c. 46)

Part 35 U.K. The registrar of companies

Modifications etc. (not altering text)

C1 Pt. 35 modified (21.2.2009) by The Banking Act 2009 (Parts 2 and 3 Consequential Amendments) Order 2009 (S.I. 2009/317), art. 6(1)(3)

Public notice of receipt of certain documents U.K.

1077 Public notice of receipt of certain documents U.K.

(1) The registrar must cause to be published—

(a) in the Gazette, or

(b) in accordance with section 1116 (alternative means of giving public notice),

notice of the receipt by the registrar of any document that, on receipt, is subject to the Directive disclosure requirements (see section 1078).

(2) The notice must state the name and registered number of the company, the description of document and the date of receipt.

(3) The registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the company to which the document relates.

Modifications etc. (not altering text)

C2 S. 1077 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(b)}

C3 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 63 (with reg. 60)

C4 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 19 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I1 S. 1077 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(b) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1078 Documents subject to Directive disclosure requirements U.K.

(1) The documents subject to the “Directive disclosure requirements” are as follows.

The requirements referred to are those of Article 3 of the First Company Law Directive (68/151/EEC), as amended, extended and applied.

(2) In the case of every company—

• Constitutional documents

• 1. The company's memorandum and articles.

• 2. Any amendment of the company's articles (including every resolution or agreement required to be embodied in or annexed to copies of the company's articles issued by the company).

• 3. After any amendment of the company's articles, the text of the articles as amended.

• 4. Any notice of a change of the company's name.

• Directors

• 1. The statement of proposed officers required on formation of the company.

• 2. Notification of any change among the company's directors.

• 3. Notification of any change in the particulars of directors required to be delivered to the registrar.

• Accounts, reports and returns

• 1. All documents required to be delivered to the registrar under section 441 (annual accounts and reports).

• 2. The company's annual return.

• Registered office

• Notification of any change of the company's registered office.

• Winding up

• 1. Copy of any winding-up order in respect of the company.

• 2. Notice of the appointment of liquidators.

• 3. Order for the dissolution of a company on a winding up.

• 4. Return by a liquidator of the final meeting of a company on a winding up.

(3) In the case of a public company—

• Share capital

• 1. Any statement of capital and initial shareholdings.

• 2. Any return of allotment and the statement of capital accompanying it.

• 3. Copy of any resolution under section 570 or 571 (disapplication of pre-emption rights).

• 4. Copy of any report under section 593 or 599 as to the value of a non-cash asset.

• 5. Statement of capital accompanying notice given under section 625 (notice by company of redenomination of shares).

• 6. Statement of capital accompanying notice given under section 627 (notice by company of reduction of capital in connection with redenomination of shares).

• 7. Notice delivered under section 636 (notice of new name of class of shares) or 637 (notice of variation of rights attached to shares).

• 8. Statement of capital accompanying order delivered under section 649 (order of court confirming reduction of capital).

• 9. Notification (under section 689) of the redemption of shares and the statement of capital accompanying it.

• 10. Statement of capital accompanying return delivered under section 708 (notice of cancellation of shares on purchase of own shares) or 730 (notice of cancellation of shares held as treasury shares).

• 11. Any statement of compliance delivered under section 762 (statement that company meets conditions for issue of trading certificate).

• Mergers and divisions

• 1. Copy of any draft of the terms of a scheme required to be delivered to the registrar under section 906 or 921.

• 2. Copy of any order under section 899 or 900 in respect of a compromise or arrangement to which Part 27 (mergers and divisions of public companies) applies.

(4) Where a private company re-registers as a public company (see section 96)—

(a) the last statement of capital relating to the company received by the registrar under any provision of the Companies Acts becomes subject to the Directive disclosure requirements, and

(b) section 1077 (public notice of receipt of certain documents) applies as if the statement had been received by the registrar when the re-registration takes effect.

(5) In the case of an overseas company, such particulars, returns and other documents required to be delivered under Part 34 as may be specified by the Secretary of State by regulations.

(6) Regulations under subsection (5) are subject to negative resolution procedure.

Modifications etc. (not altering text)

C5 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 63 (with reg. 60) (as amended (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by S.I. 2012/2301, regs. 1, 22(2))

C6 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 19 (with regs. 7, 9, Sch. 2) (as amended (1.10.2012 with application in accordance with reg. 2 of the amending S.I.) by S.I. 2012/2301, regs. 1, 23)

Commencement Information

I2 S. 1078 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(c) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1079 Effect of failure to give public notice U.K.

(1) A company is not entitled to rely against other persons on the happening of any event to which this section applies unless—

(a) the event has been officially notified at the material time, or

(b) the company shows that the person concerned knew of the event at the material time.

(2) The events to which this section applies are—

(a) an amendment of the company's articles,

(b) a change among the company's directors,

(c) (as regards service of any document on the company) a change of the company's registered office,

(d) the making of a winding-up order in respect of the company, or

(e) the appointment of a liquidator in a voluntary winding up of the company.

(3) If the material time falls—

(a) on or before the 15th day after the date of official notification, or

(b) where the 15th day was not a working day, on or before the next day that was,

the company is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.

(4) “Official notification” means—

(a) in relation to an amendment of the company's articles, notification in accordance with section 1077 (public notice of receipt by registrar of certain documents) of the amendment and the amended text of the articles;

(b) in relation to anything else stated in a document subject to the Directive disclosure requirements, notification of that document in accordance with that section;

(c) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with section 109 of the Insolvency Act 1986 (c. 45) or Article 95 of the Insolvency (Northern Ireland) Order 1989 (S.I.1989/2405 (N.I. 19)).

Modifications etc. (not altering text)

C7 S. 1079 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(c)}

C8 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 63 (with reg. 60)

C9 Ss. 1077-1079 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 19 (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I3 S. 1079 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(c) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)