C22C31C24C3C21C20Part 35The registrar of companies
Pt. 35 applied (with modifications) (31.12.2020) by The International Accounting Standards and European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/685), reg. 1(2), Sch. 3 para. 3; 2020 c. 1, Sch. 5 para. 1(1)
Pt. 35 modified (8.7.2021) by The Payment and Electronic Money Institution Insolvency Regulations 2021 (S.I. 2021/716), reg. 2, Sch. 3 para. 5(b) (with reg. 5) (as amended (4.1.2024) by S.I. 2023/1399, regs. 1(2), 4, 21(7)(a))
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)
Pt. 35 applied (with modifications) (8.2.2011) by The Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), reg. 27, Sch. 6 Pt. 2 para. 5(3)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Supplementary provisions
I1C4C141111Registrar's requirements as to certification or verification
1
Where a document required or authorised to be delivered to the registrar under any enactment is required—
a
to be certified as an accurate translation or transliteration, or
b
to be certified as a correct copy or verified,
the registrar may impose requirements as to the person, or description of person, by whom the certificate or verification is to be given.
2
The power conferred by section 1068 (registrar's requirements as to form, authentication and manner of delivery) is exercisable in relation to the certificate or verification as if it were a separate document.
3
Requirements imposed under this section must not be inconsistent with requirements imposed by any enactment with respect to the certification or verification of the document concerned.
C1C5C26C29C25C281112F4General false statement offenceF4False statements: basic offence
F41
It is an offence for a person knowingly or recklessly—
a
to deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document, or
b
to make to the registrar, for any such purpose, a statement,
that is misleading, false or deceptive in a material particular.
2
A person guilty of an offence under this section is liable—
a
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
b
on summary conviction—
i
in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
ii
in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).
F41
It is an offence for a person, without reasonable excuse, to—
a
deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or
b
make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.
2
Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.
3
A person guilty of an offence under this section is liable—
a
on summary conviction in England and Wales, to a fine;
b
on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
c
on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
1112AF4False statements: aggravated offence
1
It is an offence for a person knowingly to—
a
deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or
b
make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.
2
Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.
3
A person guilty of an offence under this section is liable—
a
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
b
on summary conviction—
i
in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
ii
in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
iii
in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).
1112BF5False statements offences: national security etc defence
1
A person to whom a certificate is issued by the Secretary of State for the purposes of this section is not liable for the commission of any offence relating to the delivery to the registrar, or the making of a statement, that is misleading, false or deceptive.
2
The Secretary of State may issue a certificate to a person for the purposes of this section only if satisfied that it is necessary for the person to engage in conduct amounting to such an offence—
a
in the interests of national security, or
b
for the purposes of preventing or detecting serious crime.
3
A certificate under this section may be revoked by the Secretary of State at any time.
4
For the purposes of subsection (2)(b)—
a
“crime” means conduct which—
i
constitutes a criminal offence, or
ii
is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and
b
crime is “serious” if—
i
the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or
ii
the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.
C2C6C26C25C271113Enforcement of company's filing obligations
1
This section applies where a company has made default in complying with any obligation under the Companies Acts—
a
to deliver a document to the registrar, or
b
to give notice to the registrar of any matter.
2
The registrar, or any member or creditor of the company, may give notice to the company requiring it to comply with the obligation.
3
If the company fails to make good the default within 14 days after service of the notice, the registrar, or any member or creditor of the company, may apply to the court for an order directing the company, and any specified officer of it, to make good the default within a specified time.
4
The court's order may provide that all costs (in Scotland, expenses) of or incidental to the application are to be borne by the company or by any officers of it responsible for the default.
5
This section does not affect the operation of any enactment making it an offence, or imposing a civil penalty, for the default.
I2C7C151114Application of provisions about documents and delivery
C301
In this Part—
a
“document” means information recorded in any form, and
b
references to delivering a document include forwarding, lodging, registering, sending, producing or submitting it or (in the case of a notice) giving it F6(but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar).
2
Except as otherwise provided, this Part applies in relation to the supply to the registrar of information otherwise than in documentary form as it applies in relation to the delivery of a document.
C8C161115Supplementary provisions relating to electronic communications
F71
2
A document that is required to be signed by the registrar or authenticated by the registrar's seal shall, if sent by electronic means, be authenticated in such manner as may be specified by registrar's rules.
I5C91116Alternative to publication in the Gazette
1
Notices that would otherwise need to be published by the registrar in the Gazette may instead be published by such means as may from time to time be approved by the registrar in accordance with regulations made by the Secretary of State.
2
The Secretary of State may make provision by regulations as to what alternative means may be approved.
3
The regulations may, in particular—
a
require the use of electronic means;
b
require the same means to be used—
i
for all notices or for all notices of specified descriptions, and
ii
whether F2the company (or other body) to which the notice relates is registered in England and Wales, Scotland or Northern Ireland;
c
impose conditions as to the manner in which access to the notices is to be made available.
4
Regulations under this section are subject to negative resolution procedure.
5
Before starting to publish notices by means approved under this section the registrar must publish at least one notice to that effect in the Gazette.
6
Nothing in this section prevents the registrar from giving public notice both in the Gazette and by means approved under this section.
In that case, the requirement of public notice is met when notice is first given by either means.
I3C10C13C17C231117Registrar's rules
1
Where any provision of this Part enables the registrar to make provision, or impose requirements, as to any matter, the registrar may make such provision or impose such requirements by means of rules under this section.
This is without prejudice to the making of such provision or the imposing of such requirements by other means.
2
Registrar's rules—
a
may make different provision for different cases, and
b
may allow the registrar to disapply or modify any of the rules.
3
The registrar must—
a
publicise the rules in a manner appropriate to bring them to the notice of persons affected by them, and
b
make copies of the rules available to the public (in hard copy or electronic form).
C11C181118Payments into the Consolidated Fund
Nothing in the Companies Acts or any other enactment as to the payment of receipts into the Consolidated Fund shall be read as affecting the operation in relation to the registrar of section 3(1) of the Government Trading Funds Act 1973 (c. 63).
C12C191119Contracting out of registrar's functions
1
Where by virtue of an order made under section 69 of the Deregulation and Contracting Out Act 1994 (c. 40) a person is authorised by the registrar to accept delivery of any class of documents that are under any enactment to be delivered to the registrar, the registrar may direct that documents of that class shall be delivered to a specified address of the authorised person.
Any such direction must be printed and made available to the public (with or without payment).
2
A document of that class that is delivered to an address other than the specified address is treated as not having been delivered.
3
Registrar's rules are not subordinate legislation for the purposes of section 71 of the Deregulation and Contracting Out Act 1994 (functions excluded from contracting out).
I41120Application of this Part to overseas companies
F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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))