Company Law Reform Bill [HL] (497-500)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (497-500)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
497

(3)
The registrar may on adopting a new form of registered number make such
changes of existing registered numbers as appear necessary.
(4)
A change of a branch’s registered number has effect from the date on which the
company is notified by the registrar of the change.
(5)
For a period of three years beginning with that date any requirement to
5
disclose the branch’s registered number imposed by regulations under section
1017 (trading disclosures) is satisfied by the use of either the old number or the
new.
Delivery of documents to the registrar
1034
Registrar’s requirements
10
(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.
(2)
Where a document required or authorised to be delivered to the registrar
under any enactment is required—
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(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
person, by whom the certificate or verification is to be given.

The power conferred by subsection (1) is exercisable in relation to the certificate
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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;
(b)
impose requirements for the purpose of enabling the document to be
scanned or copied.
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(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;
(b)
specify the means of authentication of any information which any
relevant enactment or the registrar requires to be authenticated;
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(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
to—
(a)
the physical form of the document (for example, hard copy or electronic
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form);
(b)
the means to be used for delivering the document (for example, by post
or electronic means);
(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
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hardware and software to be used, and technical specifications (for
example, matters relating to protocol, security, anti-virus protection or
encryption).

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
498

(6)
The registrar must secure that as from 1st January 2007 all documents subject
to the Directive disclosure requirements (see section 1044) 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 1035).
5
(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.
1035
Power to require delivery by electronic means
(1)
The Secretary of State may make regulations requiring documents that are
10
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
only if registrar’s rules have been published with respect to the detailed
requirements for such delivery.
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(3)
Regulations under this section are subject to affirmative resolution procedure.
1036
Agreement for delivery by electronic means
(1)
The registrar may agree with a company that documents relating to the
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
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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.
(2)
An agreement under this section may relate to all or any description of
documents to be delivered to the registrar.
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(3)
Documents in relation to which an agreement is in force under this section
must be delivered in accordance with the agreement.
1037
Document not delivered until received
(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
30
regarded as received.
Defective delivery
1038
Defective delivery
(1)
A document delivered to the registrar is not properly delivered unless all the
following requirements are met—
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(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
(ii)
form, authentication and manner of delivery;

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
499

(b)
any applicable requirements under—
section 1034 (registrar’s requirements),
section 1035 (power to require delivery by electronic means), or
section 1036 (agreement for delivery by electronic means);
(c)
any requirements of this Part as to the language in which the document
5
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
or as to its being accompanied on delivery by a certificate as to the
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transliteration of any element;
(e)
any requirement of regulations under section 1048 (use of unique
identifiers);
(f)
any requirements as regards payment of a fee in respect of its receipt by
the registrar.
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(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—
(a)
any liability for failure to comply with the requirements of the
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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);
(c)
the exercise of the registrar’s powers under—
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section 1039 (informal correction), or
section 1042 (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)
above are not met.
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1039
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—
(a)
on instructions, and
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(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
registrar;
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(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;
(c)
the instructions must meet any requirements of registrar’s rules as to—
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(i)
the form and manner in which they are given, and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
500

(ii)
authentication.
(4)
The company’s consent to instructions being given under this section (and any
withdrawal of such consent)—
(a)
may be in hard copy or electronic form, and
(b)
must be notified to the registrar.
5
(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
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
10
any enactment relating to its delivery, as having been delivered when the
correction is made.
1040
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.
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(2)
A replacement document must not be accepted unless the registrar is satisfied
that it is delivered by—
(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.
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(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
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
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listed in section 1038(1).
1041
Exclusion of unnecessary material
(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—
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section 1038(2) to (4) (defective delivery),
section 1039 (informal correction of document), and
section 1042 (registrar’s notice to remedy defective delivery),

apply as they apply to a document that does not meet the requirements listed
in section 1038(1) (requirements for proper delivery).
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(2)
“Unnecessary material” means material that—
(a)
is not needed to comply with an obligation under any enactment, and
(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
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extending to anything that is not needed for a document of that description or,
as the case may be, conforming to those requirements.