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
370

(5)
The notice must—
(a)
state what material the registrar proposes to remove, or has removed,
and on what grounds, and
(b)
state the date on which it is issued.
748
Rectification of register on application to registrar
5
(1)
The Secretary of State may make provision by regulations requiring the
registrar, on application, to remove from the register material of a description
specified in the regulations that—
(a)
derives from anything invalid or ineffective or that was done without
the authority of the company, or
10
(b)
is factually inaccurate, or is derived from something that is factually
inaccurate or forged.
(2)
The regulations may make provision as to—
(a)
who may make an application,
(b)
the information to be included in and documents to accompany an
15
application,
(c)
the notice to be given of an application and of its outcome,
(d)
a period in which objections to an application may be made, and
(e)
how an application is to be determined.
(3)
An application must—
20
(a)
specify what is to be removed from the register and indicate where on
the register it is, and
(b)
be accompanied by a statement that the material specified in the
application complies with this section and the regulations.
(4)
If no objections are made to the application, the registrar may accept the
25
statement as sufficient evidence that the material specified in the application
should be removed from the register.
(5)
Where anything is removed from the register under this section the
registration of which had legal consequences as mentioned in section 747(3),
any person appearing to the court to have a sufficient interest may apply to the
30
court for such consequential orders as appear just with respect to the legal
effect (if any) to be accorded to the material by virtue of its having appeared on
the register.
(6)
Regulations under this section are subject to affirmative resolution procedure.
749
Rectification of the register under court order
35
(1)
The registrar shall remove from the register any material—
(a)
that derives from anything that the court has declared to be invalid or
ineffective, or to have been done without the authority of the company,
or
(b)
that a court declares to be factually inaccurate, or to be derived from
40
something that is factually inaccurate, or forged,

and that the court directs should be removed from the register.
(2)
The court order must specify what is to be removed from the register and
indicate where on the register it is.

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
371

(3)
The court must not make an order for the removal from the register of anything
the registration of which had legal consequences as mentioned in section 747(3)
unless satisfied—
(a)
that the presence of the material on the register has caused, or may
cause, damage to the company, and
5
(b)
that the company’s interest in removing the material outweighs any
interest of other persons in the material continuing to appear on the
register.
(4)
Where in such a case the court does make an order for removal, it may make
such consequential orders as appear just with respect to the legal effect (if any)
10
to be accorded to the material by virtue of its having appeared on the register.
(5)
A copy of the court’s order must be sent to the registrar for registration.
(6)
This section does not apply where the court has other, specific powers to deal
with the matter, for example under—
(a)
the provisions of Part 15 of this Act relating to the revision of defective
15
accounts and reports, or
(b)
section 404 or 420 of the Companies Act 1985 (rectification of the
register of charges).
750
Powers of court on ordering removal of material from the register
(1)
Where the court makes an order for the removal of anything from the register
20
under section 749 (rectification of the register), it may give directions under
this section.
(2)
It may direct that any note on the register that is related to the material that is
the subject of the court’s order shall be removed from the register.
(3)
It may direct that its order shall not be available for public inspection as part of
25
the register.
(4)
It may direct—
(a)
that no note shall be made on the register as a result of its order, or
(b)
that any such note shall be restricted to such matters as may be
specified by the court.
30
(5)
The court shall not give any direction under this section unless it is satisfied—
(a)
that—
(i)
the presence on the register of the note or, as the case may be, of
an unrestricted note, or
(ii)
the availability for public inspection of the court’s order,
35

may cause damage to the company, and
(b)
that the company’s interest in non-disclosure outweighs any interest of
other persons in disclosure.
751
Public notice of removal of certain material from the register
(1)
The registrar must cause to be published—
40
(a)
in the Gazette, or
(b)
in accordance with section 769 (alternative means of giving public
notice),

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
372


notice of the removal from the register of any document subject to the Directive
disclosure requirements (see section 731) or of any material derived from such
a document.
(2)
The notice must state the name and registered number of the company, the
description of document and the date of receipt.
5
The registrar’s index of company names
752
The registrar’s index of company names
(1)
The registrar of companies must keep an index of the names of the companies
and other bodies to which this section applies.

This is “the registrar’s index of company names”.
10
(2)
This section applies to—
(a)
companies as defined by section 1 of this Act;
(b)
companies registered under the Companies Acts by virtue of section
694 (companies not formed under the Companies Acts but able to
register);
15
(c)
any body to which any provision of the Companies Acts applies by
virtue of regulations under section 698 (unregistered companies); and
(d)
overseas companies that have registered particulars with the registrar
under Part 28, other than companies that appear to the registrar not to
be required to do so.
20
(3)
This section also applies to—
(a)
limited partnerships registered in the United Kingdom;
(b)
limited liability partnerships incorporated in the United Kingdom;
(c)
European Economic Interest Groupings registered in the United
Kingdom;
25
(d)
open-ended investment companies authorised in the United Kingdom;
(e)
societies registered under the Industrial and Provident Societies Act
1965 (c. 12) or the Industrial and Provident Societies Act (Northern
Ireland) 1969 (c. 24 (N.I.)).
(4)
The Secretary of State may by order amend subsection (3)—
30
(a)
by the addition of any description of body;
(b)
by the deletion of any description of body.
(5)
Any such order is subject to negative resolution procedure.
753
Right to inspect index

Any person may inspect the registrar’s index of company names.
35
754
Power to amend enactments relating to bodies other than companies
(1)
The Secretary of State may by regulations amend the enactments relating to
any description of body for the time being within section 752(3) (bodies other
than companies whose names are to be entered in the registrar’s index), so as
to—
40

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
373

(a)
require the registrar to be provided with information as to the names of
bodies registered, incorporated, authorised or otherwise regulated
under those enactments, and
(b)
make provision in relation to such bodies corresponding to that made
by—
5
section 67 (company name not to be the same as another in the
index), and
sections 68 and 69 (power to direct change of company name in
case of similarity to existing name).
(2)
Regulations under this section are subject to affirmative resolution procedure.
10
Language requirements: translation
755
Application of language requirements
(1)
The provisions listed below apply to all documents required to be delivered to
the registrar under any provision of—
(a)
the Companies Acts, or
15
(b)
the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland)
Order 1989 (S.I. 1989/2405 (N.I. 19)).
(2)
The Secretary of State may make provision by regulations applying all or any
of the listed provisions, with or without modifications, in relation to
documents delivered to the registrar under any other enactment.
20
(3)
The provisions are—
section 756 (documents to be drawn up and delivered in English),
section 757 (documents relating to Welsh companies),
section 758 (documents that may be drawn up and delivered in other
languages),
25
section 760 (certified translations).
(4)
Regulations under this section are subject to the negative resolution procedure.
756
Documents to be drawn up and delivered in English
(1)
The general rule is that all documents required to be delivered to the registrar
must be drawn up and delivered in English.
30
(2)
This is subject to—
section 757 (documents relating to Welsh companies) and
section 758 (documents that may be drawn up and delivered in other
languages).
757
Documents relating to Welsh companies
35
(1)
Documents relating to a Welsh company may be drawn up and delivered to
the registrar in Welsh.
(2)
On delivery to the registrar any such document must be accompanied by a
certified translation into English, unless it is—
(a)
of a description excepted from that requirement by regulations made
40
by the Secretary of State, or

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
374

(b)
in a form prescribed in Welsh (or partly in Welsh and partly in English)
by virtue of section 26 of the Welsh Language Act 1993 (c. 38).
(3)
Where a document is properly delivered to the registrar in Welsh without a
certified translation into English, the registrar must obtain such a translation if
the document is to be available for public inspection.
5

The translation is treated as if delivered to the registrar in accordance with the
same provision as the original.
(4)
A Welsh company may deliver to the registrar a certified translation into
Welsh of any document in English that relates to the company and is or has
been delivered to the registrar.
10
(5)
Section 758 (which requires certified translations into English of documents
delivered to the registrar in another language) does not apply to a document
relating to a Welsh company that is drawn up and delivered in Welsh.
758
Documents that may be drawn up and delivered in other languages
(1)
Documents to which this section applies may be drawn up and delivered to the
15
registrar in a language other than English, but when delivered to the registrar
they must be accompanied by a certified translation into English.
(2)
This section applies to—
(a)
agreements required to be forwarded to the registrar under Chapter 3
of Part 3 of this Act (agreements affecting the company’s constitution);
20
(b)
documents required to be delivered under section 382(2)(e) or section
383(2)(f) (company included in accounts of larger group: required to
deliver copy of group accounts);
(c)
instruments or copy instruments required to be delivered under Part 12
of the Companies Act 1985 (c. 6) (registration of charges);
25
(d)
documents of any other description specified in regulations made by
the Secretary of State.
(3)
Regulations under this section are subject to negative resolution procedure.
759
Voluntary filing of translations
(1)
A company may deliver to the registrar one or more certified translations of
30
any document relating to the company that is or has been delivered to the
registrar.
(2)
The Secretary of State may by regulations specify—
(a)
the languages, and
(b)
the descriptions of document,
35

in relation to which this facility is available.
(3)
The regulations must provide that it is available as from 1st January 2007—
(a)
in relation to all the official languages of the European Union, and
(b)
in relation to all documents subject to the Directive disclosure
requirements (see section 731).
40
(4)
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
the original document and the delivery of the translation in a form and manner
enabling it to be associated with the original.

Company Law Reform Bill [HL]
Part 29 — The registrar of companies
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(5)
Regulations under this section are subject to negative resolution procedure.
(6)
This section does not apply where the original document was delivered to the
registrar before this section came into force.
760
Certified translations
(1)
In this Part a “certified translation” means a translation certified to be a correct
5
translation.
(2)
In the case of any discrepancy between the original language version of a
document and a certified translation—
(a)
the company may not rely on the translation as against a third party,
but
10
(b)
a third party may rely on the translation unless the company shows that
the third party had knowledge of the original.
(3)
A “third party” means a person other than the company or the registrar.
Language requirements: transliteration
761
Transliteration of names and addresses: permitted characters
15
(1)
Names and addresses in a document delivered to the registrar must contain
only letters, characters and symbols (including accents and other diacritical
marks) that are permitted.
(2)
The Secretary of State may make provision by regulations—
(a)
as to the letters, characters and symbols (including accents and other
20
diacritical marks) that are permitted, and
(b)
permitting or requiring the delivery of documents in which names and
addresses have not been transliterated into a permitted form.
(3)
Regulations under this section are subject to negative resolution procedure.
762
Transliteration of names and addresses: voluntary transliteration into Roman
25
characters
(1)
Where a name or address is or has been delivered to the registrar in a permitted
form using other than Roman characters, the company may deliver to the
registrar a transliteration into Roman characters.
(2)
The power of the registrar to impose requirements as to the form and manner
30
of delivery includes power to impose requirements as to the identification of
the original document and the delivery of the transliteration in a form and
manner enabling it to be associated with the original.
763
Transliteration of names and addresses: certification
(1)
The Secretary of State may make provision by regulations requiring the
35
certification of transliterations and prescribing the form of certification.
(2)
Different provision may be made for compulsory and voluntary
transliterations.
(3)
Regulations under this section are subject to negative resolution procedure.