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Statutory Instruments

2009 No. 1803

Companies

The Registrar of Companies and Applications for Striking Off Regulations 2009

Made

8th July 2009

Coming into force

1st October 2009

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 1003(2)(b), 1081(2), 1095(1) and (2), 1104(2)(a), 1105(2)(d), 1108(2), 1167 and 1292(1), (3) and (4) of the Companies Act 2006 M1.

In accordance with sections 1095(6), 1290 and 1292(4) of that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

Marginal Citations

Citation, commencement and interpretationU.K.

1.—(1) These Regulations may be cited as the Registrar of Companies and Applications for Striking Off Regulations 2009 and come into force on 1st October 2009.

(2) In these Regulations—

(a)“relevant company form” has the meaning given in regulation 4(3);

(b)“relevant material” has the meaning given in regulation 4(2);

(c)“relevant overseas company form” has the meaning given in regulation 4(4); and

(d)“valid objection” has the meaning given in regulation 4(8).

Voluntary striking off: contents of an applicationU.K.

2.—(1) An application under section 1003 of the Companies Act 2006 (application for voluntary striking off) must contain a declaration that neither section 1004 nor section 1005 M2 of that Act prevents the application from being made.

(2) The declaration must be made by the directors who are making the application on behalf of the company.

Marginal Citations

M2Section 1005 was modified by article 3 of S.I. 2009/317.

Annotation of the registerU.K.

3.  Where it appears to the registrar that material on the register is misleading or confusing, the registrar may place a note in the register containing such information as appears to the registrar to be necessary to remedy, as far as possible, the misleading or confusing nature of the material.

Rectification of the register on applicationU.K.

F14.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Applications to rectify: further requirements, objections and notices to be issued by the registrarU.K.

F25.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Documents relating to Welsh companies: exceptions to the requirement for a certified translation, and revocation of previous exceptionsU.K.

6.—(1) The documents in paragraph (2) are excepted from the requirement in section 1104(2) of the Companies Act 2006 that a document relating to a Welsh company must, on delivery to the registrar in Welsh, be accompanied by a certified translation into English.

(2) The documents are—

(a)a non-traded company's memorandum of association;

(b)a non-traded company's articles;

(c)a community interest company report prepared for a non-traded company under section 34 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 M3;

(d)a resolution or agreement which was agreed to by members of a non-traded company and to which Chapter 3 of Part 3 of the Companies Act 2006 applies, except for a resolution or agreement listed in paragraph (3);

(e)annual accounts and reports of a non-traded company required to be delivered to the registrar under Part 15 M4 of the Companies Act 2006;

(f)a declaration referred to in regulation 11(1)(b) or regulation 12(1)(b) or (c) of the Community Interest Company Regulations 2005 M5 which relates to a non-traded company;

(g)revised accounts and any revised report of a non-traded company, and any auditor's report on such revised accounts and reports, required to be delivered to the registrar by the Companies (Revision of Defective Accounts and Reports) Regulations 2008 M6;

(h)a document required to be appended to the group accounts of a non-traded company by paragraph 30(2) of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 M7 (banking groups: information as to undertaking in which shares held as a result of financial assistance operation);

[F3(i)all documents to be delivered to the registrar by a non-traded company under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) of the Companies Act 2006 (qualifying subsidiaries: conditions for exemption from the audit, preparation and filing of individual accounts).]

(3) The following is the list of resolutions and agreements referred to in paragraph (2)(d)—

(a)a special resolution that—

(i)a private company should be re-registered as a public company;

(ii)a public company should be re-registered as a private limited company;

(iii)a private limited company should be re-registered as an unlimited company; or

(iv)an unlimited company should be re-registered as a limited company;

(b)a special resolution agreeing to the change of a company's name;

(c)a special resolution required by section 37 M8 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (requirements for an existing company to become a community interest company);

(d)a resolution or agreement as altered by an enactment other than an enactment amending the general law, required to be delivered to the registrar under section 34 of the Companies Act 2006;

(e)a resolution or agreement as altered by an order of a court or other authority, required to be delivered to the registrar under section 35 or 999 of that Act;

(f)a special resolution under section 88(2) of that Act requiring the register to be amended so that it states that a company's registered office is to be situated in Wales;

(g)a special resolution under section 626 of that Act (reduction of capital in connection with redenomination);

(h)a special resolution under section 641(1)(a) of that Act (resolution for reducing the share capital of a private limited company supported by solvency statement);

(i)a resolution under section 664(1) of that Act that a public company should be re-registered as a private company to comply with section 662.

(4) For the purposes of paragraph (2)(g), “revised accounts” and “revised report” have the meanings given in regulation 2 of the Companies (Revision of Defective Accounts and Reports) Regulations 2008.

(5) Regulation 4 of the Companies (Welsh Language Forms and Documents) Regulations 1994 M9 is revoked.

Textual Amendments

Marginal Citations

M32004 c.27; section 34 was amended by S.I. 2007/1093, 2007/2194, 2008/948.

M4Part 15 was amended by S.I. 2007/2932, 2008/393, 2008/948.

M5S.I. 2005/1788, amended by S.I. 2007/1093; there are other amending instruments but none is relevant.

M8Section 37 was amended by paragraph 7 of Schedule 4 to S.I 2007/1093 and by paragraph 105 of Schedule 4 to S.I. 2007/2194.

M9S.I. 1994/117; relevant amending instruments are S.I. 1994/727, 1994/734. By virtue of S.I. 2006/3428, regulation 4 has effect with adaptations as if made under section 1104(2) of the Companies Act 2006.

Documents that may be delivered under the Companies Acts in a language other than EnglishU.K.

7.—(1) The documents listed in paragraph (2) are specified for the purposes of section 1105(2)(d) of the Companies Act 2006 as documents which may be drawn up and delivered to the registrar under the Companies Acts in a language other than English but which must, when delivered to the registrar, be accompanied by a certified translation into English.

(2) The documents are—

(a)a memorandum of association;

(b)a company's articles;

(c)a valuation report required to be delivered to the registrar under section 94(2)(d) of the Companies Act 2006;

(d)any order made by a competent court in the United Kingdom or elsewhere;

[F4(e)copies of the consolidated accounts, the auditor’s report and the consolidated annual report to be delivered to the registrar under sections 394A(2)(e), 448A(2)(e) or 479A(2)(e) of the Companies Act 2006 (qualifying subsidiaries: conditions for exemption from the audit, preparation and filing of individual accounts).]

Textual Amendments

Permitted characters and symbols for names and addresses in documents delivered to the registrarU.K.

8.—(1) The characters and symbols specified in paragraph (3) are permitted for the purposes of section 1108(1) of the Companies Act 2006 (and names and addresses in documents delivered to the registrar must therefore contain only those characters and symbols).

(2) But the requirement in section 1108(1) does not apply to the following documents—

(a)a memorandum of association;

(b)a company's articles;

(c)an order made by a competent court in the United Kingdom or elsewhere;

(d)an agreement required to be forwarded to the registrar under Chapter 3 of Part 3 of the Companies Act 2006 (agreements affecting a company's constitution);

(e)a valuation report required to be delivered to the registrar under section 94(2)(d) of that Act;

(f)a document required to be delivered to the registrar under section 400(2)(e) or section 401(2)(f) of that Act (company included in accounts of larger group: required to deliver copy of group accounts) M10;

(g)an instrument or copy instrument F5... delivered to the registrar under Part 25 of that Act (company charges) M11;

(h)a certified copy of the constitution of an overseas company required to be delivered to the registrar under regulation 8, 14 or 15 of the Overseas Companies Regulations 2009;

(i)a copy of accounting documents of an overseas company required to be delivered to the registrar under regulation 9, 32, 45 or 46 of those Regulations;

(j)a copy of the annual accounts of an overseas company, or of a credit or financial institution to which Chapter 2 of Part 6 of the Overseas Companies Regulations 2009 applies, required to be delivered to the registrar under section 441 of the Companies Act 2006 M12;

[F6(k)a contract for the formation of a [F7UK ] Economic Interest Grouping;

(l)an amendment to such a contract];

[F8(m)documents specified in respect of any of the Forms mentioned in regulations 5 to 11 of the European Public Limited-Liability Company Regulations 2004 (provisions relating to registration etc);

(n)copies of transfer proposals required to be delivered under regulation 68(1)(a) of those Regulations (publication of terms of transfer);

(o)copies of draft terms required to be delivered under regulation 68(2)(a) or (3)(a) of those Regulations (publication of terms for formation of holding SE or conversion of company into SE);

(p)copies of amendments to statutes required to be delivered under regulation 82(1)(a) of those Regulations (notification of amendments to statutes);

(q)documents required to be delivered F9... under regulation 85 of those Regulations (registration of a public company by conversion of SE);

(r)copies of draft terms required to be delivered under regulation 86 of those Regulations (publication of draft terms of conversion)];

[F10(s)copies of the consolidated accounts, the auditor’s report and the consolidated annual report to be delivered to the registrar under sections 394A(2)(e), 448A(2)(e) or 479A(2)(e) of the Companies Act 2006 (qualifying subsidiaries: conditions for exemption from the audit, preparation and filing of individual accounts).]

(3) The characters and symbols specified in this paragraph are—

(a)those in the Schedule;

(b)full stops, commas, colons, semi-colons and hyphens;

(c)the numerals 0, 1, 2, 3, 4, 5, 6, 7, 8 and 9.

(4) In this regulation the expressions “accounting documents”, “certified copy” and “constitution” have the meanings given in the Overseas Companies Regulations 2009.

Textual Amendments

Marginal Citations

M10Sections 400 and 401 were applied to limited liability partnerships by regulation 10 of S.I. 2008/1911.

M11Sections 860 to 892 in Part 25 were applied to limited liability partnerships by regulations 32 to 44 of S.I. 2009/1804.

M12Section 441 was applied with modifications to overseas companies and to certain credit and financial institutions by, respectively, regulation 40 and regulation 55 of S.I. 2009/1801.

Ian Lucas

Minister for Business and Regulatory Reform,

Department for Business, Innovation and Skills

Regulation 8(3)

SCHEDULEU.K.PERMITTED CHARACTERS AND SYMBOLS

[F11 

Textual Amendments

 ]

Explanatory Note

(This note is not part of the Regulations)

These Regulations make provision relating to the functions of the registrar of companies under Part 35 of the Companies Act 2006 (“the Act”) and the delivery of documents to the registrar under the Act and under other enactments. They also make provision relating to applications for striking a company's name off the register under Part 31 of the Act.

Regulation 2 requires an application to strike a company's name off the register under section 1003 of the Act (voluntary striking off) to contain a directors' declaration.

Regulation 3 authorises the registrar to annotate the register where material on the register appears to be misleading or confusing. “The register” is defined in section 1080(2) of the Act, read with section 1120, and refers to the records held by the registrar relating to companies and overseas companies. The power in regulation 3 is subject to section 1081(3) to (5) of the Act. The material to which the power applies is limited by paragraph 105 of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860 (C. 126)), as amended by the Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802).

Regulation 4 provides that an application may be made to the registrar by specified persons to remove from the register particular material concerning a company's officers or registered office where the material derives from anything invalid or ineffective or from anything done without the authority of the company, or is factually inaccurate or derived from something that is factually inaccurate or forged. Regulation 4 also provides for applications to remove from the register similar material relating to overseas companies.

Regulation 5 sets out further requirements for applications under regulation 4 and makes provision for objections to such applications and for notices to be sent by the registrar. The requirements for applications are in addition to those in section 1095 of the Act which, among other things, requires an application to be accompanied by a statement that the material is such that it may be the subject of an application and is required to be removed. If no objection to the application is received, the Act provides that the registrar may accept this statement as sufficient evidence that the material should be removed from the register. But if an objection is received, the Regulations provide that the registrar must reject the application.

Regulations 6 and 7 are concerned with exceptions to the general rule in section 1103 of the Act that documents required to be delivered to the registrar by specified provisions of the Act, by orders or regulations made under those provisions or by other specified legislation must be drawn up and delivered to the registrar in English. This general rule is qualified by sections 1104 and 1105. Section 1104 allows documents relating to a Welsh company (as defined in section 88(1)) to be drawn up and delivered to the registrar in Welsh. Such a document must, when delivered to the registrar, be accompanied by a certified translation into English, but regulations may provide for exceptions to that requirement. Regulation 6 provides exceptions for certain documents relating to non-traded companies (as defined in the Companies Act 2006). It also revokes existing exceptions.

Section 1105 allows regulations to specify documents which, by way of exception to the general rule in section 1103, may be drawn up and delivered to the registrar in a language other than English provided that, on delivery, they are accompanied by a certified translation into English. “Certified translation” is defined in section 1107. Regulation 7 specifies a number of documents for this purpose. For overseas companies, further exceptions to the rule in section 1103 are provided by regulation 78 of the Overseas Companies Regulations 2009 (S.I. 2009/1801). Section 1105 does not apply to any document relating to a Welsh company that is drawn up and delivered to the registrar in Welsh (see section 1104(5)).

Section 1108 of the Act provides that names and addresses in a document delivered to the registrar under any enactment must contain only letters, characters and symbols which are permitted by regulations. The section applies to all documents delivered to the registrar on or after 1st October 2009 (see paragraph 108 of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008). Regulation 8 specifies the permitted characters and symbols for this purpose. It also provides that the rule in section 1108(1) does not apply to certain documents, thereby allowing names and addresses in these documents to contain characters and symbols which would otherwise not be permitted.

An Impact Assessment has not been produced for these Regulations as they have only a negligible impact on the costs of business, charities or voluntary bodies.