- Latest available (Revised)
- Point in Time (01/10/2013)
- Original (As made)
Version Superseded: 08/12/2017
Point in time view as at 01/10/2013.
There are currently no known outstanding effects for the The Unregistered Companies Regulations 2009.
Revised legislation carried on this site may not be fully up to date. At the current time any known changes or effects made by subsequent legislation have been applied to the text of the legislation you are viewing by the editorial team. Please see ‘Frequently Asked Questions’ for details regarding the timescales for which new effects are identified and recorded on this site.
1.—(1) These Regulations may be cited as the Unregistered Companies Regulations 2009.
(2) These Regulations come into force on 1st October 2009.
2. In these Regulations—
(a)“unregistered company” means a body corporate incorporated in, and having a principal place of business in, the United Kingdom, other than—
(i)a body incorporated by, or registered under, a public general enactment,
(ii)a body not formed for the purpose of carrying on a business that has for its object the acquisition of gain by the body or its individual members,
(iii)a body for the time being exempted from section 1043 of the Companies Act 2006 by a direction of the Secretary of State under subsection (1)(c) of that section, or
(iv)an open-ended investment company;
(b)“instrument constituting or regulating the company”, in relation to an unregistered company, means any enactment, royal charter, letters patent, deed of settlement, contract of partnership, or other instrument constituting or regulating the company.
3. The provisions of the Companies Acts specified in Schedule 1 to these Regulations apply to an unregistered company as to a company within the meaning of section 1 of the Companies Act 2006, subject to any limitation, adaptation or modification specified in that Schedule.
4. For the purposes of the application to an unregistered company of the provisions of the Companies Acts applying to it by virtue of these Regulations—
(a)any reference to the company's registered office shall be read as a reference to the company's principal office in the United Kingdom;
(b)any reference to the part of the United Kingdom in which the company is registered shall be read as a reference to the part of the United Kingdom in which the company's principal office is situated (and references to the registrar of companies shall be read accordingly);
(c)any reference to the company's registered number shall be read as a reference to the reference number allocated to the company by the registrar.
5.—(1) In the application of any provision of the Companies Acts by virtue of these Regulations—
(a)any reference to a public company shall be read, in relation to an unregistered company, as referring to a company that has power under its constitution to offer its shares or debentures to the public;
(b)any reference to a private company shall be read, in relation to an unregistered company, as referring to a company that does not have power to offer its shares or debentures to the public;
(c)any reference to the company's constitution, or to its articles of association, shall be read, in relation to an unregistered company, as referring to any instrument constituting or regulating the company;
(d)any reference to the common seal of the company shall be read, in relation to an unregistered company, as referring to the common or authorised seal of the company.
(2) In the application of any provision of the Companies Acts to an unregistered company by virtue of these Regulations an expression defined, or otherwise having a particular meaning or effect, in relation to a company within the meaning of section 1 of the Companies Act 2006, has effect with any adaptations necessary to ensure a corresponding meaning or effect in relation to an unregistered company.
(3) Paragraphs (1) and (2) are subject to any specific adaptation or modification provided for in these Regulations.
6. For the purposes of section 1210(1)(h) of the Companies Act 2006 (meaning of “statutory auditor”)—
(a)an unregistered company is a prescribed person, and
(b)Part 16 of that Act (audit) as applied to unregistered companies by these Regulations is a prescribed enactment.
(and accordingly a person appointed as auditor of an unregistered company under Part 16 of that Act as so applied is a statutory auditor).
7. Nothing in these Regulations affects the application of any provision to an unregistered company otherwise than by virtue of these Regulations.
8. The following Regulations are revoked—
(a)the Companies (Unregistered Companies) Regulations 1985 M1,
(b)the Companies (Unregistered Companies) Regulations (Northern Ireland) 1986 M2, and
(c)the Companies Acts (Unregistered Companies) Regulations 2007 M3.
9. Schedule 2 contains transitional provisions and savings.
Davies of Abersoch
Minister for Trade, Investment and Business
Department for Business, Innovation and Skills
Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.
Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.
Point in Time: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.
Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.
Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.
Explanatory Memorandum sets out a brief statement of the purpose of a Statutory Instrument and provides information about its policy objective and policy implications. They aim to make the Statutory Instrument accessible to readers who are not legally qualified and accompany any Statutory Instrument or Draft Statutory Instrument laid before Parliament from June 2004 onwards.
Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:
This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.
Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:
Click 'View More' or select 'More Resources' tab for additional information including: