Economic Crime and Corporate Transparency Act 2023

70 Registrar’s power to strike off company registered on false basis

(1) The Companies Act 2006 is amended as follows.

(2) After section 1002 insert—

“Registrar’s power to strike off company registered on false basis

1002A Power to strike off company registered on false basis

(1) The registrar may strike a company’s name off the register if the registrar has reasonable cause to believe that—

(a) any information contained in the application for the registration of the company, or in any application for restoration of the company to the register, is misleading, false or deceptive in a material particular, or

(b) any statement made to the registrar in connection with such an application is misleading, false or deceptive in a material particular.

(2) In subsection (1) the reference to an application includes any documents delivered to the registrar in connection with the application.

(3) The registrar may not exercise the power in subsection (1) unless—

(a) the registrar has published a notice in the Gazette that, at the end of the period of 28 days beginning with the date of the notice, the name of the company mentioned in the notice will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved, and

(b) the period mentioned in paragraph (a) has expired.

(4) If the registrar exercises the power in subsection (1), the registrar must publish a notice in the Gazette of the company’s name having been struck off the register.

(5) On the publication of the notice in the Gazette the company is dissolved.

(6) However—

(a) the liability (if any) of every director, managing officer or member of the company continues and may be enforced as if the company had not been dissolved, and

(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.”

(3) In section 1024 (application for administrative restoration to the register), in subsection (1), for the words from “section” to the end substitute “—

(a) section 1000 or 1001 (power of registrar to strike off defunct company), or

(b) section 1002A (power of registrar to strike off company registered on false basis).”

(4) In section 1025 (requirements for administrative restoration), for subsection (2) substitute—

“(2) The first condition is that—

(a) in the case of a company struck off the register under section 1000 or 1001, the company was carrying on business or in operation at the time of its striking off;

(b) in the case of a company struck off the register under section 1002A, at the time of its striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b).”

(5) In section 1028A (administrative restoration of company with share warrants), in subsection (1), for “or 1001” substitute “, 1001 or 1002A”.

(6) In section 1029 (application to court for restoration to the register), in subsection (1)(c)—

(a) omit the “or” at the end of sub-paragraph (i);

(b) after that sub-paragraph insert—

“(ia) under section 1002A (power of registrar to strike off company registered on false basis), or”.

(7) In section 1030 (timing for application to court for restoration to the register), in subsection (5)(a), after “company)” insert “or section 1002A (power of registrar to strike off company registered on false basis)”.

(8) In section 1031 (decision on application for restoration by the court), in subsection (1)—

(a) after paragraph (a) insert—

“(aa) if the company was struck off the register under section 1002A (power of registrar to strike off company registered on false basis) and the court considers that, at the time of the striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b);”;

(b) in paragraph (c), for “other case” substitute “case (including a case falling within paragraph (a), (aa) or (b))”.