Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
356

Delivery of documents to the registrar
721
Registrar’s requirements
(1)
The registrar may impose requirements as to the form, authentication and
manner of delivery of documents required or authorised to be delivered to the
registrar under any enactment.
5
(2)
Where a document required or authorised to be delivered to the registrar
under any enactment is required—
(a)
to be certified as an accurate translation, or
(b)
to be certified as a correct copy or verified,

the registrar may impose requirements as to the person, or description of
10
person, by whom the certificate or verification is to be given.

The power conferred by subsection (1) is exercisable in relation to the certificate
or verification as if it were a separate document.
(3)
As regards the form of the document, the registrar may—
(a)
require the contents of the document to be in a standard form;
15
(b)
impose requirements for the purpose of enabling the document to be
scanned or copied.
(4)
As regards authentication, the registrar may—
(a)
require the document to be authenticated by a particular person or a
person of a particular description;
20
(b)
specify the means of authentication of any information which any
relevant enactment or the registrar requires to be authenticated;
(c)
require the document to contain or be accompanied by the name or
registered number of the company to which it relates (or both).
(5)
As regards the manner of delivery, the registrar may specify requirements as
25
to—
(a)
the physical form of the document (for example, hard copy or electronic
form);
(b)
the means to be used for delivering the document (for example, by post
or electronic means);
30
(c)
the address to which the document is to be sent;
(d)
in the case of a document to be delivered by electronic means, the
hardware and software to be used, and technical specifications (for
example, matters relating to protocol, security, anti-virus protection or
encryption).
35
(6)
The registrar must secure that as from 1st January 2007 all documents subject
to the Directive disclosure requirements (see section 731) may be delivered to
the registrar by electronic means.
(7)
The power conferred by this section does not authorise the registrar to require
documents to be delivered by electronic means (see section 722).
40
(8)
Requirements imposed under this section must not be inconsistent with
requirements imposed by any enactment for the purposes of the provision
requiring or authorising the delivery of the document to the registrar.

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722
Power to require delivery by electronic means
(1)
The Secretary of State may make regulations requiring documents that are
authorised or required to be delivered to the registrar to be delivered by
electronic means.
(2)
Any such requirement to deliver documents by electronic means is effective
5
only if registrar’s rules have been published with respect to the detailed
requirements for such delivery.
(3)
Regulations under this section are subject to affirmative resolution procedure.
723
Agreement for delivery by electronic means
(1)
The registrar may agree with a company that documents relating to the
10
company that are required or authorised to be delivered to the registrar—
(a)
will be delivered by electronic means, except as provided for in the
agreement, and
(b)
will conform to such requirements as may be specified in the agreement
or specified by the registrar in accordance with the agreement.
15
(2)
An agreement under this section may relate to all or any description of
documents to be delivered to the registrar.
(3)
Documents in relation to which an agreement is in force under this section
must be delivered in accordance with the agreement.
724
Document not delivered until received
20
(1)
A document is not delivered to the registrar until it is received by the registrar.
(2)
Provision may be made by registrar’s rules as to when a document is to be
regarded as received.
Defective delivery
725
Defective delivery
25
(1)
A document delivered to the registrar is not properly delivered unless all the
following requirements are met—
(a)
the requirements of the provision under which the document is to be
delivered to the registrar as regards—
(i)
the contents of the document, and
30
(ii)
form, authentication and manner of delivery;
(b)
any applicable requirements under—
section 721 (registrar’s requirements),
section 722 (power to require delivery by electronic means), or
section 723 (agreement for delivery by electronic means);
35
(c)
any requirements of this Part as to the language in which the document
is drawn up and delivered or as to its being accompanied on delivery
by a certified translation into English;
(d)
in so far as it consists of or includes names and addresses, any
requirements of this Part as to permitted characters, letters or symbols
40

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
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or as to its being accompanied on delivery by a certificate as to the
transliteration of any element;
(e)
any requirement of regulations under section 735 (use of unique
identifiers);
(f)
any requirements as regards payment of a fee in respect of its receipt by
5
the registrar.
(2)
The registrar may accept (and register) a document that does not comply with
those requirements.
(3)
The acceptance (or registration) of such a document by the registrar does not
affect—
10
(a)
any liability for failure to comply with the requirements of the
provision under which the document is delivered to the registrar as
regards the contents of the document;
(b)
the continuing obligation to comply with the requirements mentioned
in subsection (1);
15
(c)
the exercise of the registrar’s powers under—
section 726 (informal correction), or
section 729 (notice to remedy defective delivery).
(4)
No objection may be taken to the legal effect of any such action taken by the
registrar on the ground that the requirements mentioned in subsection (1)
20
above are not met.
726
Informal correction of document
(1)
A document delivered to the registrar may be corrected by the registrar if it
appears to the registrar to be incomplete or internally inconsistent.
(2)
This power is exercisable only—
25
(a)
on instructions, and
(b)
if the company has given (and has not withdrawn) its consent to
instructions being given under this section.
(3)
The following requirements must be met as regards the instructions—
(a)
the instructions must be given in response to an enquiry by the
30
registrar;
(b)
the registrar must be satisfied that the person giving the instructions is
authorised to do so—
(i)
by the person by whom the document was delivered, or
(ii)
by the company to which the document relates;
35
(c)
the instructions must meet any requirements of registrar’s rules as to—
(i)
the form and manner in which they are given, and
(ii)
authentication.
(4)
The company’s consent to instructions being given under this section (and any
withdrawal of such consent)—
40
(a)
may be in hard copy or electronic form, and
(b)
must be notified to the registrar.
(5)
This section applies in relation to documents delivered under Part 12 of the
Companies Act 1985 (c. 6) (registration of charges) by a person other than the

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company as if the references to the company were to the company or the
person by whom the document was delivered.
(6)
A document that is corrected under this section is treated, for the purposes of
any enactment relating to its delivery, as having been delivered when the
correction is made.
5
727
Voluntary replacement of document previously delivered
(1)
The registrar may accept a replacement for a document previously delivered
that did not comply with the requirements for proper delivery.
(2)
A replacement document must not be accepted unless the registrar is satisfied
that it is delivered by—
10
(a)
the person by whom the original document was delivered, or
(b)
the company to which the original document relates,

and that it complies with the requirements for proper delivery.
(3)
The power of the registrar to impose requirements as to the form and manner
of delivery includes power to impose requirements as to the identification of
15
the original document and the delivery of the replacement in a form and
manner enabling it to be associated with the original.
(4)
For the purposes of this section the requirements for proper delivery are those
listed in section 725(1).
728
Exclusion of unnecessary material
20
(1)
If a document delivered to the registrar contains unnecessary material that in
the opinion of the registrar ought to be excluded from the register, the
provisions of—
section 725(2) to (4) (defective delivery),
section 726 (informal correction of document), and
25
section 729 (registrar’s notice to remedy defective delivery),

apply as they apply to a document that does not meet the requirements listed
in section 725(1) (requirements for proper delivery).
(2)
“Unnecessary material” means material that—
(a)
is not needed to comply with an obligation under any enactment, and
30
(b)
is not specifically authorised to be delivered to the registrar.
(3)
For this purpose an obligation to deliver a document of a particular
description, or conforming to certain requirements, is regarded as not
extending to anything that is not needed for a document of that description or,
as the case may be, conforming to those requirements.
35
729
Registrar’s notice to remedy defective delivery
(1)
This section applies where a document delivered to the registrar—
(a)
does not meet the requirements for proper delivery, and
(b)
is not either corrected under section 726 (informal correction by
registrar) or replaced under section 727 (voluntary replacement).
40

The “requirements for proper delivery” are those mentioned in section 725(1).
(2)
The registrar may give notice—

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(a)
to the person by whom the document was delivered (if the identity, and
name and address of that person are known), or
(b)
to the company to which the document relates (if notice cannot be given
under paragraph (a) and the identity of that company is known).
(3)
The notice must—
5
(a)
state in what respects the document does not appear to meet the
requirements for proper delivery,
(b)
state the date on which it is issued, and
(c)
require a replacement document complying with the requirements for
proper delivery to be delivered to the registrar within 14 days after that
10
date.
(4)
If no replacement document is delivered within the period specified, an
offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
15
(5)
A person guilty of an offence under subsection (4) is liable on summary
conviction to a fine not exceeding level 5 on the standard scale and, for
continued contravention, a daily default fine not exceeding one-tenth of level
5 on the standard scale.
Public notice of receipt of certain documents
20
730
Public notice of receipt of certain documents
(1)
The registrar must cause to be published—
(a)
in the Gazette, or
(b)
in accordance with section 769 (alternative means of giving public
notice),
25

notice of the receipt by the registrar of any document that, on receipt, is subject
to the Directive disclosure requirements (see section 731).
(2)
The notice must state the name and registered number of the company, the
description of document and the date of receipt.
(3)
The registrar is not required to cause notice of the receipt of a document to be
30
published before the date of incorporation of the company to which the
document relates.
731
Documents subject to Directive disclosure requirements
(1)
The documents subject to the “Directive disclosure requirements” are as
follows.
35

The requirements referred to are those of Article 3 of the First Company Law
Directive (68/151/EEC), as amended, extended and applied.
(2)
In the case of every company—

A. Constitutional documents

1. The company’s memorandum and articles.
40

2. Any amendment of the company’s articles (including every resolution or
agreement required to be embodied in or annexed to copies of the company’s
articles issued by the company).

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3. After any amendment of the company’s articles, the text of the articles as
amended.

4. Any notice of a change of the company’s name.

B. Directors

1. The statement of proposed officers required on formation of the company.
5

2. Notification of any change among the company’s directors.

3. Notification of any change in the particulars of directors required to be
delivered to the registrar.

C. Accounts, reports and returns

1. All documents required to be delivered to the registrar under section 425
10
(annual accounts and reports).

2. The company’s annual return.

D. Registered office

Notification of any change of the company’s registered office.

E. Winding up
15

1. Copy of any winding-up order in respect of the company.

2. Notice of the appointment of liquidators.

3. Order for the dissolution of a company on a winding up.

4. Return by a liquidator of the final meeting of a company on a winding up.
(3)
In the case of a public company—
20

Share capital

1. Any statement of capital and initial shareholdings.

2. Copy of any resolution under section 550 or 551 of this Act (disapplication of
pre-emption rights).

3. Copy of any report under section 103 or 104 of the Companies Act 1985 (c. 6)
25
as to the value of a non-cash asset.

4. Any statement of compliance delivered under section 537 of this Act
(statement that company meets conditions for issue of trading certificate).

5. Notification (under section 122 of the Companies Act 1985) of the
redemption of shares and the statement of capital accompanying it.
30

6. Statement or notice delivered under section 128 of that Act (registration of
particulars of special rights).

7. Statement of capital accompanying order delivered under section 138 of that
Act (order of court confirming reduction of capital).

8. Statement of capital accompanying return delivered under section 169 of
35
that Act (return of details of company’s purchase of own shares).

9. Statement of capital accompanying notice given under section 589 of this Act
(notice by company of redenomination of shares).

10. Statement of capital accompanying notice given under section 591 of this
Act (notice by company of reduction of capital in connection with
40
redenomination of shares).

11. Any return of allotment and the statement of capital accompanying it.

Mergers and divisions

1. Copy of any draft of the terms of a scheme required to be delivered to the
registrar under paragraph 2(1) of Schedule 15B to the Companies Act 1985.
45

2. Copy of any order under section 425(2) or 427 of that Act in respect of a
compromise or arrangement to which section 427A of that Act applies.
(4)
Where a private company re-registers as a public company (see section 96)—

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(a)
the last statement of capital relating to the company received by the
registrar under any provision of the Companies Acts becomes subject
to the Directive disclosure requirements, and
(b)
section 730 (public notice of receipt of certain documents) applies as if
the statement had been received by the registrar when the re-
5
registration takes effect.
(5)
In the case of an overseas company, such particulars, returns and other
documents required to be delivered under Part 28 of this Act as may be
specified by the Secretary of State by regulations.
(6)
Regulations under subsection (5) are subject to negative resolution procedure.
10
732
Effect of failure to give public notice
(1)
A company is not entitled to rely against other persons on the happening of
any event to which this section applies unless—
(a)
the event has been officially notified at the material time, or
(b)
the company shows that the person concerned knew of the event at the
15
material time.
(2)
The events to which this section applies are—
(a)
an amendment of the company’s articles,
(b)
a change among the company’s directors,
(c)
(as regards service of any document on the company) a change of the
20
company’s registered office,
(d)
the making of a winding-up order in respect of the company, or
(e)
the appointment of a liquidator in a voluntary winding up of the
company.
(3)
If the material time falls—
25
(a)
on or before the 15th day after the date of official notification, or
(b)
where the 15th day was not a working day, on or before the next day
that was,

the company is not entitled to rely on the happening of the event as against a
person who shows that he was unavoidably prevented from knowing of the
30
event at that time.
(4)
“Official notification” means—
(a)
in relation to an amendment of the company’s articles, notification in
accordance with section 730 (public notice of receipt by registrar of
certain documents) of the amendment and the amended text of the
35
articles;
(b)
in relation to anything else stated in a document subject to the Directive
disclosure requirements, notification of that document in accordance
with that section;
(c)
in relation to the appointment of a liquidator in a voluntary winding
40
up, notification of that event in accordance with section 109 of the
Insolvency Act 1986 (c. 45) or Article 95 of the Insolvency (Northern
Ireland) Order 1989 (S.I.1989/2405 (N.I. 19)).