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)

C2 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)

C3 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

The register U.K.

1080 The register U.K.

(1) The registrar shall continue to keep records of—

(a) the information contained in documents delivered to the registrar under any enactment,[F1 , and

(b) certificates issued by the registrar under any enactment.]

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

(3) Information deriving from documents subject to the Directive disclosure requirements (see section 1078) that are delivered to the registrar on or after 1st January 2007 must be kept by the registrar in electronic form.

(4) Subject to that, information contained in documents delivered to the registrar may be recorded and kept in any form the registrar thinks fit, provided it is possible to inspect it and produce a copy of it.

This is sufficient compliance with any duty of the registrar to keep, file or register the document or to record the information contained in it.

(5) The records kept by the registrar must be such that information relating to a company [F2 or other registered body] is associated with [F3 that body], in such manner as the registrar may determine, so as to enable all the information relating to [F4 the body] to be retrieved.

Textual Amendments

F1 S. 1080(1)(b) and word substituted for s. 1080(1)(b)(c) (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(2)

F2 Words in s. 1080(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. 10(3)(a)

F3 Words in s. 1080(5) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(b)

F4 Words in s. 1080(5) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(c)

Modifications etc. (not altering text)

C4 S. 1080 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(d)}

C5 S. 1080 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(b)}

C6 S. 1080(1) 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

C7 S. 1080(1) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C8 S. 1080(2) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C9 S. 1080(4)(5) 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 S. 1080(4) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

C11 S. 1080(4)(5) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement Information

I1 S. 1080 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)

1081 Annotation of the register U.K.

(1) The registrar must place a note in the register recording—

(a) the date on which a document is delivered to the registrar;

(b) if a document is corrected under section 1075, the nature and date of the correction;

(c) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement;

(d) if material is removed—

(i) what was removed (giving a general description of its contents),

(ii) under what power, and

(iii) the date on which that was done.

[F5 (e) if a document is rectified under section 859M, the nature and date of rectification;

(f) if a document is replaced under section 859N, the fact that it has been replaced and the date of delivery of the replacement.]

[F6 (1A) If the registrar registers a document delivered by a company under section 128E that, by virtue of subsection (3)(a), (b) or (c) of that section, does not specify the relevant date, the registrar must place a note in the register recording as that date the date on which the document was registered by the registrar.]

(2) The Secretary of State may make provision by regulations—

(a) authorising or requiring the registrar to annotate the register in such other circumstances as may be specified in the regulations, and

(b) as to the contents of any such annotation.

(3) No annotation is required in the case of a document that by virtue of section 1072(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered.

(4) A note may be removed if it no longer serves any useful purpose.

(5) Any duty or power of the registrar with respect to annotation of the register is subject to the court's power under section 1097 (powers of court on ordering removal of material from the register) to direct—

(a) that a note be removed from the register, or

(b) that no note shall be made of the removal of material that is the subject of the court's order.

(6) Notes placed in the register in accordance with subsection (1)[F7 or (1A)], or in pursuance of regulations under subsection (2), are part of the register for all purposes of the Companies Acts.

(7) Regulations under this section are subject to negative resolution procedure.

Textual Amendments

F5 S. 1081(1)(e)(f) inserted (6.4.2013) by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(4) (with reg. 6)

F6 S. 1081(1A) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 31(2); S.I. 2016/321, reg. 6(c)

F7 Words in s. 1081(6) inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 31(3); S.I. 2016/321, reg. 6(c)

Modifications etc. (not altering text)

C12 S. 1081 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 4(1)(a)} (with transitional provisions in Sch. 1 para. 2)

C13 S. 1081 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 64 (with reg. 60, Sch. 1 paras. 29, 34, 35) (as amended (6.4.2013) by S.I. 2013/618, reg. 3 (with reg. 8(4)); and (4.3.2024) by S.I. 2024/54, regs. 1(2)(a), 14; S.I. 2024/269, reg. 2)

C14 S. 1081 modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 1 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {37})

Commencement Information

I2 S. 1081 wholly in force at 1.10.2009; s. 1081 not in force at Royal Assent, see s. 1300; s. 1081 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1081 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1082 Allocation of unique identifiers U.K.

(1) The Secretary of State may make provision for the use, in connection with the register, of reference numbers (“unique identifiers”) to identify each person who—

(a) is a director of a company,

(b) is secretary (or a joint secretary) of a company, or

(c) in the case of an overseas company whose particulars are registered under section 1046, holds any such position as may be specified for the purposes of this section by regulations under that section.

(2) The regulations may—

(a) provide that a unique identifier may be in such form, consisting of one or more sequences of letters or numbers, as the registrar may from time to time determine;

(b) make provision for the allocation of unique identifiers by the registrar;

(c) require there to be included, in any specified description of documents delivered to the registrar, as well as a statement of the person's name—

(i) a statement of the person's unique identifier, or

(ii) a statement that the person has not been allocated a unique identifier;

(d) enable the registrar to take steps where a person appears to have more than one unique identifier to discontinue the use of all but one of them.

(3) The regulations may contain provision for the application of the scheme in relation to persons appointed, and documents registered, before the commencement of this Act.

(4) The regulations may make different provision for different descriptions of person and different descriptions of document.

(5) Regulations under this section are subject to affirmative resolution procedure.

Modifications etc. (not altering text)

C15 S. 1082 applied (with modifications) (9.7.2009 for certain purposes otherwise 1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 64 (with reg. 60, Sch. 1 paras. 29, 34, 35)

C16 S. 1082 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 2 (as substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. {38})

Commencement Information

I3 S. 1082 wholly in force at 1.10.2009; s. 1082 not in force at Royal Assent, see s. 1300; s. 1082 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 1082 otherwise in force at 1.10.2009 by S.I. 2008/2860, art. 3(r) (with arts. 5, 7, 8, Sch. 2) (as amended by S.I. 2009/1802, art. 18)

1083 Preservation of original documents U.K.

(1) The originals of documents delivered to the registrar in hard copy form must be kept for three years after they are received by the registrar, after which they may be destroyed provided the information contained in them has been [F8 recorded].

This is subject to section 1087(3) (extent of obligation to retain material not available for public inspection).

(2) The registrar is under no obligation to keep the originals of documents delivered in electronic form, provided the information contained in them has been [F8 recorded].

(3) This section applies to documents held by the registrar when this section comes into force as well as to documents subsequently received.

Textual Amendments

F8 Words in s. 1083(1)(2) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 11

Modifications etc. (not altering text)

C17 S. 1083 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

C18 S. 1083 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), {regs. 3-5, Sch. 1 para. 17(2)(e)} (with transitional provisions and savings in regs. 7, 9, Sch. 2)

1084 Records relating to companies that have been dissolved etc E+W+N.I.

(1) This section applies where—

(a) a company is dissolved,

(b) an overseas company ceases to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046, or

(c) a credit or financial institution ceases to be within section 1050 (overseas institutions required to file accounts with the registrar).

(2) At any time after two years from the date on which it appears to the registrar that—

(a) the company has been dissolved,

(b) the overseas company has ceased to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046, or

(c) the credit or financial institution has ceased to be within section 1050 (overseas institutions required to file accounts with the registrar),

the registrar may direct that records relating to the company or institution may be removed to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland.

(3) Records in respect of which such a direction is given shall be disposed of under the enactments relating to that Office and the rules made under them.

(4) In subsection (1)(a) “company” includes a company provisionally or completely registered under the Joint Stock Companies Act 1844 (c. 110).

(5) This section does not extend to Scotland.

Modifications etc. (not altering text)

C19 S. 1084 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 65 (with reg. 60)

C20 S. 1084 applied (with modifications) by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 14, Sch. 2 para. 3 (as substituted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), reg. 38)

[F9 1084A Recording of optional information on register U.K.

(1) The Secretary of State may make provision by regulations authorising a company or other body to deliver optional information of a prescribed description to the registrar.

(2) In this section “ optional information ”, in relation to a company or other body, means information about the company or body which, but for the regulations, the company or body would not be obliged or authorised under any enactment to deliver to the registrar.

(3) The regulations may, in particular, include provision—

(a) imposing requirements on a company or other body in relation to keeping any of its optional information recorded on the register up to date;

(b) about the consequences of a company or other body failing to do so.

(4) Regulations under this section are subject to affirmative resolution procedure.]

Textual Amendments

F9 S. 1084A inserted (26.5.2015) by Small Business, Enterprise and Employment Act 2015 (c. 26), ss. 95(1), 164(3)(h)(i)