Companies Act 2006

Requirements for proper delivery U.K.

1072 Requirements for proper delivery U.K.

(1) A document delivered to the registrar is not properly delivered unless all the following requirements are met—

(a) the requirements of the provision under which the document is to be delivered to the registrar as regards—

(i) the contents of the document, and

(ii) form, authentication and manner of delivery;

[F1 (aa) any applicable requirements as regards who may deliver a document to the registrar;]

(b) any applicable requirements under—

• section 1068 (registrar's requirements as to form, authentication and manner of delivery),

• [F2 section 1068A (rules requiring documents to be delivered together),]

• [F3 section 1069 (power to require delivery by electronic means), or]

• section 1070 (agreement for delivery by electronic means);

(c) any requirements of this Part as to the language in which the document is drawn up and delivered or as to its being accompanied on delivery by a certified translation into English;

(d) in so far as it consists of or includes names and addresses, any requirements of this Part as to permitted characters, letters or symbols or as to its being accompanied on delivery by a certificate as to the transliteration of any element;

(e) any applicable requirements under section 1111 (registrar's requirements as to certification or verification);

(f) any requirement of regulations under section 1082 (use of unique identifiers);

(g) any requirements as regards payment of a fee in respect of its receipt by the registrar.

(2) A document that is not properly delivered is treated for the purposes of the provision requiring or authorising it to be delivered as not having been delivered, subject to the provisions of section 1073 (power to accept documents not meeting requirements for proper delivery).

Textual Amendments

F1 S. 1072(1)(aa) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 74, 219(1)(2)(b)

F2 Words in s. 1072(1)(b) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 78(3), 219(1)(2)(b)

F3 Words in s. 1072(1)(b) omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 75(4), 219(1)(2)(b)

Modifications etc. (not altering text)

C1 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C2 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1073 Power to accept documents not meeting requirements for proper delivery U.K.

(1) The registrar may accept (and register) a document that does not comply with the requirements for proper delivery.

(2) A document accepted by the registrar under this section is treated as received by the registrar for the purposes of section 1077 (public notice of receipt of certain documents).

(3) No objection may be taken to the legal consequences of a document's being accepted (or registered) by the registrar under this section on the ground that the requirements for proper delivery were not met.

(4) The acceptance of a document by the registrar under this section does not affect—

(a) the continuing obligation to comply with the requirements for proper delivery, or

(b) subject as follows, any liability for failure to comply with those requirements.

(5) For the purposes of—

(a) section 453 (civil penalty for failure to file accounts and reports), and

(b) any enactment imposing a daily default fine for failure to deliver the document,

the period after the document is accepted does not count as a period during which there is default in complying with the requirements for proper delivery.

(6) But if, subsequently—

(a) the registrar issues a notice under [F4 section 1094(4)] [F4 regulations under section 1094A(1)] [F5 or any corresponding provision of any other enactment] in respect of the document (notice of administrative removal from the register), and

(b) the requirements for proper delivery are not complied with before the end of the period of 14 days after the issue of that notice,

any subsequent period of default does count for the purposes of those provisions.

Textual Amendments

F4 Words in s. 1073(6)(a) substituted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 85(3), 219(1)(2)(b)

F5 Words in s. 1073(6)(a) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 170(2), 219(1)(2)(b)

Modifications etc. (not altering text)

C3 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C4 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

[F6 1073A Power to reject documents for discrepancies U.K.

(1) The registrar may refuse to accept (and register) a document if—

(a) it appears to the registrar to be inconsistent with other information that is held by or available to the registrar, and

(b) in light of the inconsistency, the registrar has reasonable grounds to doubt whether it complies with any requirement as to its contents.

(2) A document is refused by giving notice of the refusal to the person by whom the document was delivered to the registrar.

(3) A document that is refused by the registrar is treated for the purposes of any provision authorising or requiring its delivery as not having been delivered.]

Textual Amendments

F6 S. 1073A inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 79, 219(1)(2)(b)

1074 Documents containing unnecessary material U.K.

(1) This section applies where a document delivered to the registrar contains unnecessary material.

(2) “Unnecessary material” means material that—

(a) is not necessary in order to comply with an obligation under any enactment, and

(b) is not specifically authorised to be delivered to the registrar.

(3) For this purpose an obligation to deliver a document of a particular description, or conforming to certain requirements, is regarded as not extending to anything that is not needed for a document of that description or, as the case may be, conforming to those requirements.

(4) If the unnecessary material cannot readily be separated from the rest of the document, the document is treated as not meeting the requirements for proper delivery.

(5) If the unnecessary material can readily be separated from the rest of the document, the registrar may register the document either—

(a) with the omission of the unnecessary material, or

(b) as delivered.

Modifications etc. (not altering text)

C5 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C6 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

[F7 1075 Informal correction of document U.K.

(1) A document delivered to the registrar may be corrected by the registrar if it appears to the registrar to be incomplete or internally inconsistent.

(2) This power is exercisable only—

(a) on instructions, and

(b) if [F8 the company (or other body) to which the document relates] has given (and has not withdrawn) its consent to instructions being given under this section.

(3) The following requirements must be met as regards the instructions—

(a) the instructions must be given in response to an enquiry by the registrar;

(b) the registrar must be satisfied that the person giving the instructions is authorised to do so—

(i) by the person by whom the document was delivered, or

(ii) by the company [F9 (or other body)] to which the document relates;

(c) the instructions must meet any requirements of registrar's rules as to—

(i) the form and manner in which they are given, and

(ii) authentication.

(4) [F10 The consent of the company (or other body)] to instructions being given under this section (and any withdrawal of such consent)—

(a) may be in hard copy or electronic form, and

(b) must be notified to the registrar.

(5) This section applies in relation to documents delivered under Part 25 (company charges) by a person other than the company [F11 (or other body)] as if the references to the company [F11 (or other body)] were to the company [F11 (or other body)] or the person by whom the document was delivered.

(6) A document that is corrected under this section is treated, for the purposes of any enactment relating to its delivery, as having been delivered when the correction is made.

(7) The power conferred by this section is not exercisable if the document has been registered under section 1073 (power to accept documents not meeting requirements for proper delivery).]

Textual Amendments

F7 S. 1075 omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 80(2), 219(1)(2)(b)

F8 Words in s. 1075(2)(b) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 8(a)

F9 Words in s. 1075(3)(b)(ii) text inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 8(b)

F10 Words in s. 1075(4) text substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 8(c)

F11 Words in s. 1075(5) inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 8(d)

Modifications etc. (not altering text)

C7 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C8 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1076 Replacement of document not meeting requirements for proper delivery U.K.

(1) The registrar may accept a replacement for a document previously delivered that—

(a) did not comply with the requirements for proper delivery, or

(b) contained unnecessary material (within the meaning of section 1074).

(2) A replacement document must not be accepted unless the registrar is satisfied that it is delivered by—

(a) the person by whom the original document was delivered, or

(b) the company [F12 (or other body)] to which the original document relates,

and that it complies with the requirements for proper delivery.

(3) The power of the registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the replacement in a form and manner enabling it to be associated with the original.

(4) This section does not apply where the original document was delivered under Part 25 (company charges) (but see [F13 section 859M (rectification of register)]).

Textual Amendments

F12 Words in s. 1076(2)(b) inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 9

F13 Words in s. 1076(4) substituted (6.4.2013) by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(3) (with reg. 6)

Modifications etc. (not altering text)

C9 Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27

C10 Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)