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
363

The register
733
The register
(1)
The registrar shall continue to keep records of—
(a)
the information contained in documents delivered to the registrar
under any enactment,
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(b)
certificates of incorporation issued by the registrar, and
(c)
certificates issued by the registrar under section 401(2) or 418 of the
Companies Act 1985 (c. 6) (certificates of registration of charge).
(2)
The records relating to companies are referred to collectively in the Companies
Acts as “the register”.
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(3)
Information deriving from documents subject to the Directive disclosure
requirements (see section 731) that are delivered to the registrar on or after 1st
January 2007 must be kept by the registrar in electronic form.
(4)
Subject to that, information contained in documents delivered to the registrar
may be recorded and kept in any form the registrar thinks fit, provided it is
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possible to inspect it and produce a copy of it.

This is sufficient compliance with any duty of the registrar to keep, file or
register the document or to record the information contained in it.
(5)
The records kept by the registrar must be such that information relating to a
company is associated with that company, in such manner as the registrar may
20
determine, so as to enable all the information relating to the company to be
retrieved.
734
Annotation of the register
(1)
The registrar must place a note in the register recording—
(a)
the date on which a document is delivered to the registrar;
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(b)
if a document is corrected under section 726, the nature and date of the
correction;
(c)
if a document is replaced (whether or not material derived from it is
removed), the fact that it has been replaced and the date of delivery of
the replacement;
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(d)
if material is removed—
(i)
what was removed (giving a general description of its contents),
(ii)
under what power, and
(iii)
the date on which that was done.
(2)
The Secretary of State may make provision by regulations—
35
(a)
authorising or requiring the registrar to annotate the register in such
other circumstances as may be specified in the regulations, and
(b)
as to the contents of any such annotation.
(3)
No annotation is required in the case of a document that by virtue of section
725 (defective delivery) is not registered.
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(4)
A note may be removed if it no longer serves any useful purpose.

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
364

(5)
Any duty or power of the registrar with respect to annotation of the register is
subject to the court’s power under section 750 (powers of court on ordering
removal of material from the register) to direct—
(a)
that a note be removed from the register, or
(b)
that no note shall be made of the removal of material that is the subject
5
of the court’s order.
(6)
Notes placed in the register in accordance with subsection (1), or in pursuance
of regulations under subsection (2), are part of the register for all purposes of
the Companies Acts.
(7)
Regulations under this section are subject to negative resolution procedure.
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735
Allocation of unique identifiers
(1)
The Secretary of State may make provision for the use, in connection with the
register, of reference numbers (“unique identifiers”) to identify each person
who—
(a)
is a director of a company,
15
(b)
is secretary (or a joint secretary) of a public company, or
(c)
in the case of an overseas company whose particulars are registered
under section 700, holds any such position as may be specified for the
purposes of this section by regulations under that section.
(2)
The regulations may—
20
(a)
provide that a unique identifier may be in such form, consisting of one
or more sequences of letters or numbers, as the registrar may from time
to time determine;
(b)
make provision for the allocation of unique identifiers by the registrar;
(c)
require there to be included, in any specified description of documents
25
delivered to the registrar, as well as a statement of the person’s name—
(i)
a statement of the person’s unique identifier, or
(ii)
a statement that the person has not been allocated a unique
identifier;
(d)
enable the registrar to take steps where a person appears to have more
30
than one unique identifier to discontinue the use of all but one of them.
(3)
The regulations may contain provision for the application of the scheme in
relation to persons appointed, and documents registered, before the
commencement of this Act.
(4)
The regulations may make different provision for different descriptions of
35
person and different descriptions of document.
(5)
Regulations under this section are subject to affirmative resolution procedure.
736
Preservation of original documents
(1)
The originals of documents delivered to the registrar in hard copy form must
be kept for three years after they are received by the registrar, after which they
40
may be destroyed provided the information contained in them has been
recorded in the register.

This is subject to section 740(3) (extent of obligation to retain material not
available for public inspection).

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
365

(2)
The registrar is under no obligation to keep the originals of documents
delivered in electronic form, provided the information contained in them has
been recorded in the register.
(3)
This section applies to documents held by the registrar when this section comes
into force as well as to documents subsequently received.
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737
Records relating to companies that have been dissolved etc
(1)
This section applies where—
(a)
a company is dissolved,
(b)
an overseas company ceases to have any connection with the United
Kingdom by virtue of which it is required to register particulars under
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section 700, or
(c)
a credit or financial institution ceases to be within section 704 (overseas
institutions required to file accounts with the registrar).
(2)
At any time after two years from the date on which it appears to the registrar
that—
15
(a)
the company has been dissolved,
(b)
the overseas company has ceased to have any connection with the
United Kingdom by virtue of which it is required to register particulars
under section 700, or
(c)
the credit or financial institution has ceased to be within section 704
20
(overseas institutions required to file accounts with the registrar),

the registrar may direct that records relating to the company or institution may
be removed to the Public Record Office or, as the case may be, the Public
Records Office for Northern Ireland.
(3)
Records in respect of which such a direction is given shall be disposed of under
25
the enactments relating to that Office and the rules made under them.
(4)
In subsection (1)(a) “company” includes a company provisionally or
completely registered under the Joint Stock Companies Act 1844.
(5)
This section does not extend to Scotland.
Inspection etc of the register
30
738
Inspection of the register
(1)
Any person may inspect the register.
(2)
The right of inspection extends to the originals of documents delivered to the
registrar in hard copy form if, and only if, the record kept by the registrar of the
contents of the document is illegible or unavailable.
35

The period for which such originals are to be kept is limited by section 736(1).
(3)
This section has effect subject to section 740 (material not available for public
inspection).
739
Right to copy of material on the register
(1)
Any person may require a copy of any material on the register.
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Company Law Reform Bill [HL]
Part 29 — The registrar of companies
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(2)
The fee for any such copy of material derived from a document subject to the
Directive disclosure requirements (see section 731), whether in hard copy or
electronic form, must not exceed the administrative cost of providing it.
(3)
This section has effect subject to section 740 (material not available for public
inspection).
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740
Material not available for public inspection
(1)
The following material must not be made available by the registrar for public
inspection—
(a)
protected information within section 225(1) (directors’ residential
addresses: restriction on disclosure by registrar) or any corresponding
10
provision of regulations under section 700 (overseas companies);
(b)
the contents of any document sent to the registrar containing views
expressed pursuant to section 57 (comments on proposal by company
to use certain words or expressions in company name);
(c)
any application to the registrar under section 683 (application for
15
administrative restoration to the register) that has not yet been
determined or was not successful;
(d)
any document received by the registrar in connection with the giving
or withdrawal of consent under section 726 (informal correction of
documents);
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(e)
any application or other document delivered to the registrar under
section 741 (application to make address unavailable for public
inspection) and any address in respect of which such an application is
successful;
(f)
any application or other document delivered to the registrar under
25
section 748 (application for rectification of register);
(g)
any court order under section 749 (rectification of the register under
court order) that the court has directed under section 750 (powers of
court on ordering removal of material from the register) is not to be
made available for public inspection;
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(h)
the contents of—
(i)
any instrument creating or evidencing a charge and delivered to
the registrar under section 395 of the Companies Act 1985 (c. 6)
(registration of company charges: England and Wales or
Northern Ireland), or
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(ii)
any certified copy of an instrument creating or evidencing a
charge and delivered to the registrar under section 410 of that
Act (registration of company charges: Scotland);
(i)
any e-mail address, identification code or password deriving from a
document delivered for the purpose of authorising or facilitating
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electronic filing procedures or providing information by telephone;
(j)
the contents of any documents held by the registrar pending a decision
of the registrar of community interest companies under section 36 or 38
of the Companies (Audit, Investigations and Community Enterprise)
Act 2004 (c. 27) (decision on eligibility for registration as community
45
interest company) and that the registrar is not later required to record;
(k)
any other material excluded from public inspection by or under any
other enactment.

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
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(2)
A restriction applying by reference to material deriving from a particular
description of document does not affect the availability for public inspection of
the same information contained in material derived from another description
of document in relation to which no such restriction applies.
(3)
Material to which this section applies need not be retained by the registrar for
5
longer than appears to the registrar reasonably necessary for the purposes for
which the material was delivered to the registrar.
741
Application to registrar to make address unavailable for public inspection
(1)
The Secretary of State may make provision by regulations requiring the
registrar, on application, to make an address on the register unavailable for
10
public inspection.
(2)
The regulations may make provision as to—
(a)
who may make an application,
(b)
the grounds on which an application may be made,
(c)
the information to be included in and documents to accompany an
15
application,
(d)
the notice to be given of an application and of its outcome, and
(e)
how an application is to be determined.
(3)
Provision under subsection (2)(e) may in particular—
(a)
confer a discretion on the registrar;
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(b)
provide for a question to be referred to a person other than the registrar
for the purposes of determining the application.
(4)
An application must specify the address to be removed from the register and
indicate where on the register it is.
(5)
The regulations may provide—
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(a)
that an address is not to be made unavailable for public inspection
under this section unless replaced by a service address, and
(b)
that in such a case the application must specify a service address.
(6)
Regulations under this section are subject to affirmative resolution procedure.
742
Form of application for inspection or copy
30
(1)
The registrar may specify the form and manner in which application is to be
made for—
(a)
inspection under section 738, or
(b)
a copy under section 739.
(2)
As from 1st January 2007, applications in respect of documents subject to the
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Directive disclosure requirements may be submitted to the registrar in hard
copy or electronic form, as the applicant chooses.

This does not affect the registrar’s power under subsection (1) above to impose
requirements in respect of other matters.
743
Form and manner in which copies to be provided
40
(1)
The following provisions apply as regards the form and manner in which
copies are to be provided under section 739.

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(2)
As from 1st January 2007, copies of documents subject to the Directive
disclosure requirements must be provided in hard copy or electronic form, as
the applicant chooses.

This is subject to the following proviso.
(3)
The registrar is not obliged by subsection (2) to provide copies in electronic
5
form of a document that was delivered to the registrar in hard copy form if—
(a)
the document was delivered to the registrar on or before 31st December
1996, or
(b)
the document was delivered to the registrar on or before 31st December
2006 and ten years or more elapsed between the date of delivery and
10
the date of receipt of the first application for a copy on or after 1st
January 2007.
(4)
Subject to the preceding provisions of this section, the registrar may determine
the form and manner in which copies are to be provided.
744
Certification of copies as accurate
15
(1)
Copies provided under section 739 in hard copy form must be certified as true
copies unless the applicant dispenses with such certification.
(2)
Copies so provided in electronic form must not be certified as true copies
unless the applicant expressly requests such certification.
(3)
A copy provided under section 739, certified by the registrar (whose official
20
position it is unnecessary to prove) to be an accurate record of the contents of
the original document, is in all legal proceedings admissible in evidence—
(a)
as of equal validity with the original document, and
(b)
as evidence (in Scotland, sufficient evidence) of any fact stated in the
original document of which direct oral evidence would be admissible.
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(4)
The Secretary of State may make provision by regulations as to the manner in
which such a certificate is to be provided in a case where the copy is provided
in electronic form.
(5)
Except in the case of documents that are subject to the Directive disclosure
requirements (see section 731), copies provided by the registrar may, instead of
30
being certified in writing to be an accurate record, be sealed with the registrar’s
official seal.
745
Issue of process for production of records kept by the registrar
(1)
No process for compelling the production of a record kept by the registrar shall
issue from any court except with the permission of the court.
35
(2)
Any such process shall bear on it a statement that it is issued with the
permission of the court.
Correction or removal of material on the register
746
Registrar’s notice to resolve inconsistency on the register
(1)
Where it appears to the registrar that the information contained in a document
40
delivered to the registrar is inconsistent with other information on the register,
the registrar may give notice to the company to which the document relates—

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(a)
stating in what respects the information contained in it appears to be
inconsistent with other information on the register, and
(b)
requiring the company to take steps to resolve the inconsistency.
(2)
The notice must—
(a)
state the date on which it is issued, and
5
(b)
require the delivery to the registrar, within 14 days after that date, of
such replacement or additional documents as may be required to
resolve the inconsistency.
(3)
If the necessary documents are not delivered within the period specified, an
offence is committed by—
10
(a)
the company, and
(b)
every officer of the company who is in default.
(4)
A person guilty of an offence under subsection (3) 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
15
5 on the standard scale.
747
Administrative removal of material from the register
(1)
The registrar may remove from the register anything that there was power, but
no duty, to include.
(2)
This power is exercisable, in particular, so as to remove—
20
(a)
unnecessary material within the meaning of section 728, and
(b)
material derived from a document that has been replaced under—
section 727 (voluntary replacement of document previously
delivered),
section 729 (notice to remedy defective delivery), or
25
section 746 (notice to remedy inconsistency on the register).
(3)
This section does not authorise the removal from the register of—
(a)
anything whose registration has had legal consequences in relation to
the company as regards—
(i)
its formation,
30
(ii)
a change of name,
(iii)
its re-registration,
(iv)
its becoming or ceasing to be a community interest company,
(v)
a reduction of capital,
(vi)
a change of registered office,
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(vii)
the registration of a charge, or
(viii)
its dissolution;
(b)
an address that is a person’s registered address for the purposes of
section 791 (service of documents on directors, secretaries and others).
(4)
On or before removing any material under this section (otherwise than at the
40
request of the company) the registrar must give notice—
(a)
to the person by whom the material was delivered (if the identity, and
name and address of that person are known), or
(b)
to the company to which the material relates (if notice cannot be given
under paragraph (a) and the identity of that company is known).
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