The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006
The Secretary of State is a Minister designated M1 for the purposes of section 2(2) of the European Communities Act 1972 M2 in relation to disclosure requirements in respect of companies, registration and publication of documents and particulars disclosed and languages in which disclosures are authorised or required to be made.
In exercise of the powers conferred by section 2(2) of that Act, by sections 1091(4), 1105(2)(d) and 1106(2) of the Companies Act 2006 M3 and by sections 15 and 17 of the Limited Liability Partnerships Act 2000 M4, the Secretary of State makes the following Regulations:
Citation, commencement and interpretation1.
(1)
These Regulations may be cited as the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 and shall come into force on 1st January 2007.
(2)
In these Regulations—
“the 1985 Act” means the Companies Act 1985 M5,
“the 1986 Order” means the Companies (Northern Ireland) Order 1986 M6, and
“the 2006 Act” means the Companies Act 2006.
Certification of electronic copies by registrar2.
(1)
Where—
(a)
a person requires a copy of material on the register under section 1086 of the 2006 Act,
(b)
that person expressly requests that the copy be certified as a true copy, and
(c)
the registrar provides the copy in electronic form,
the registrar's certificate that the copy is an accurate record of the contents of the original document must be provided in accordance with the following provisions.
(2)
The certificate must be authenticated by means of an electronic signature that—
(a)
is uniquely linked to the registrar,
(b)
indicates that the registrar has caused it to be applied,
(c)
is created using means that the registrar can maintain under his sole control, and
(d)
is linked—
(i)
to the certificate, and
(ii)
to the copy provided under section 1086 of the 2006 Act
in such a manner that any subsequent change of the data comprised in either is detectable.
(3)
For the purposes of this regulation, an “electronic signature” means data in electronic form which are attached to or logically associated with other electronic data and which serve as a method of authentication.
Provisions requiring office copies to be delivered to the registrar3.
(1)
In the following provisions (which require an office copy of certain orders to be delivered to the registrar) for “an office copy” substitute “
a copy
”
(a)
section 54(7) of the 1985 Act and article 64(7) of the 1986 Order (order on litigated objection to resolution that public company be re-registered as private),
(b)
section 425(3) of the 1985 Act M7 and article 418(3) of the 1986 Order M8 (order sanctioning compromise or arrangement),
(c)
section 427(5) of the 1985 Act M9 and article 420(5) of the 1986 Order M10 (order sanctioning compromise or arrangement),
(d)
section 201(4) of the Insolvency Act 1986 M11 and article 166(4) of the Insolvency (Northern Ireland) Order 1989 M12 (order deferring date at which dissolution of company after winding up is to take effect).
(2)
In—
(a)
Form 139, in Schedule 3 to the Companies (Forms) Regulations 1985 M13 and
(b)
Form 149, in Schedule 3 to the Companies (Forms) Regulations (Northern Ireland) 1986 M14,
for “Office copy” substitute “
Copy
”
.
(3)
For the purposes of their application to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 M15 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 M16, the provisions specified in paragraph (1)(b), (c) and (d) have effect as if not amended by this regulation.
Language requirements: contracts relating to allotments of shares4.
Section 1105 of the 2006 Act (documents that may be drawn up and delivered in languages other than English) applies to contracts required to be delivered to the registrar under section 88(2)(b)(i) of the 1985 Act or article 98(2)(b)(i) of the 1986 Order.
Voluntary filing of translations5.
The facility described in section 1106 of the 2006 Act (voluntary filing of translations) is available in relation to—
(a)
all the official languages of the European Union, and
(b)
all documents subject to the Directive disclosure requirements.
Trading disclosures: amendment of companies legislationF16.
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Trading disclosures: statement that company is being wound up7.
(1)
“(1)
When a company is being wound up, whether by the court or voluntarily—
(a)
every invoice, order for goods, business letter or order form (whether in hard copy, electronic or any other form) issued by or on behalf of the company, or a liquidator of the company or a receiver or manager of the company's property, being a document on or in which the name of the company appears, and
(b)
all the company's websites,
must contain a statement that the company is being wound up.”.
(2)
“(1)
When a company is being wound up, whether by the High Court or voluntarily—
(a)
every invoice, order for goods, business letter or order form (whether in hard copy, electronic or any other form) issued by or on behalf of the company, or a liquidator of the company or a receiver or manager of the company's property, being a document on or in which the name of the company appears, and
(b)
all the company's websites,
must contain a statement that the company is being wound up.”.
Department of Trade and Industry
F2SCHEDULE 1TRADING DISCLOSURES: AMENDMENT OF 1985 ACT
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F2SCHEDULE 2TRADING DISCLOSURES: AMENDMENT OF 1986 ORDER
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(This note is not part of the Regulations)
These Regulations implement provisions of Directive 2003/58/EC of the European Parliament and the Council of 15 July 2003 amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types of companies (O.J. L221, 4.9.2003, p. 13) They do so by amending the Companies Act 1985 and the Companies (Northern Ireland) Order 1986 so far as not yet repealed by the Companies Act 2006, and by supplementing provisions of the Companies Act 2006 brought into force on the same date as these Regulations.
Regulation 2 applies when the registrar of companies provides a copy in electronic form of material on the register to a person requesting that the copy be certified as a true copy. The registrar's certificate must be certified by an electronic signature which is uniquely linked to the registrar by means under his sole control and which is linked to the certificate and the copy in such a way that subsequent changes are detectable.
Regulation 3 amends the 1985 Act and the 1986 Order (except in respect of limited liability partnerships) by no longer requiring copies of certain documents delivered to the registrar to be office copies (ie, hard copies).
The effect of regulation 4 is that when a contract for the allotment of shares paid up other than in cash is delivered to the registrar, it need not be in English but must be accompanied by a certified translation into English.
Regulation 5 enables companies to deliver to the registrar any of the documents to which Council Directive 68/151/EEC (O.J. L65, 14.3.1968, p.8) applies (listed in section 1078 of the 2006 Act) in any of the official languages of the European Union if accompanied by a certified translation into English.
Regulations 6 and 7 and Schedules 1 and 2 amend the 1985 Act , the 1986 Order, the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989 so as to include websites and documents in electronic form in provisions requiring the company's name, registered number, registered office and other particulars, and the fact that the company is being wound up (where that is so), to appear on correspondence, publications and other documents.