Companies Act 2006

1079 Effect of failure to give public notice

(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)).