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The Unregistered Companies Regulations 2009
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The Unregistered Companies Regulations 2009, Paragraph 2 is up to date with all changes known to be in force on or before 01 March 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
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Changes and effects yet to be applied to Schedule 1 Paragraph 2:
- Sch. 1 para. 20(1)(aa) inserted by S.I. 2025/49 reg. 6(a)
- Sch. 1 para. 20(1A) inserted by S.I. 2025/49 reg. 6(b)
Changes and effects yet to be applied to the whole Instrument associated Parts and Chapters:
Whole provisions yet to be inserted into this Instrument (including any effects on those provisions):
- Sch. 1 para. 20(1)(aa) inserted by S.I. 2025/49 reg. 6(a)
- Sch. 1 para. 20(1A) inserted by S.I. 2025/49 reg. 6(b)
This section has no associated Explanatory Memorandum
2. Sections 34 and 35 of the Companies Act 2006 (notice to registrar where company's constitution altered) apply to unregistered companies, modified so that they read as follows—U.K.
“Notice to registrar where company's constitution altered by enactment
34.—(1) This section applies where the constitution of a company is altered by an enactment, other than an enactment amending the general law.
(2) The company must give notice of the alteration to the registrar, specifying the enactment, not later than 15 days after the enactment comes into force.
(3) In the case of a special enactment the notice must be accompanied by a copy of the enactment.
(4) If the enactment amends any instrument constituting or regulating the company, the notice must be accompanied by a copy of the instrument in question, as amended.
(5) A “special enactment” means an enactment that is not a public general enactment, and includes—
(a)an Act for confirming a provisional order,
(b)any provision of a public general Act in relation to the passing of which any of the standing orders of the House of Lords or the House of Commons relating to Private Business applied, or
(c)any enactment to the extent that it is incorporated in or applied for the purposes of a special enactment.
(6) If a company fails to comply with this section an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.
(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
Notice to registrar where company's constitution altered by order
35.—(1) Where the constitution of a company is altered by an order of a court or other authority, the company must give notice to the registrar of the alteration not later than 15 days after the alteration takes effect.
(2) The notice must be accompanied by—
(a)a copy of the order, and
(b)if the order amends any instrument constituting or regulating the company, a copy of the instrument in question, as amended.
(3) If a company fails to comply with this section an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(5) This section does not apply where provision is made by another enactment for the delivery to the registrar of a copy of the order in question.”.
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