Company Law Reform Bill [HL] (501-505)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (501-505)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
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1042
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 1039 (informal correction by
registrar) or replaced under section 1040 (voluntary replacement).
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The “requirements for proper delivery” are those mentioned in section 1038(1).
(2)
The registrar may give notice—
(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
10
under paragraph (a) and the identity of that company is known).
(3)
The notice must—
(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
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(c)
require a replacement document complying with the requirements for
proper delivery to be delivered to the registrar within 14 days after that
date.
(4)
If no replacement document is delivered within the period specified, an
offence is committed by—
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(a)
the company, and
(b)
every officer of the company who is in default.
(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
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5 on the standard scale.
Public notice of receipt of certain documents
1043
Public notice of receipt of certain documents
(1)
The registrar must cause to be published—
(a)
in the Gazette, or
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(b)
in accordance with section 1082 (alternative means of giving public
notice),

notice of the receipt by the registrar of any document that, on receipt, is subject
to the Directive disclosure requirements (see section 1044).
(2)
The notice must state the name and registered number of the company, the
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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
published before the date of incorporation of the company to which the
document relates.
1044
Documents subject to Directive disclosure requirements
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(1)
The documents subject to the “Directive disclosure requirements” are as
follows.

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

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

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

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

C. Accounts, reports and returns

1. All documents required to be delivered to the registrar under section 449
(annual accounts and reports).

2. The company’s annual return.
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D. Registered office

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

E. Winding up

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

2. Notice of the appointment of liquidators.
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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—

Share capital

1. Any statement of capital and initial shareholdings.
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2. Copy of any resolution under section 584 or 585 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)
as to the value of a non-cash asset.

4. Any statement of compliance delivered under section 775 of this Act
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(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.

6. Statement or notice delivered under section 128 of that Act (registration of
particulars of special rights).
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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
that Act (return of details of company’s purchase of own shares).

9. Statement of capital accompanying notice given under section 639 of this Act
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(notice by company of redenomination of shares).

10. Statement of capital accompanying notice given under section 641 of this
Act (notice by company of reduction of capital in connection with
redenomination of shares).

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
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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
(c. 6).
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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)—
(a)
the last statement of capital relating to the company received by the
registrar under any provision of the Companies Acts becomes subject
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to the Directive disclosure requirements, and
(b)
section 1043 (public notice of receipt of certain documents) applies as if
the statement had been received by the registrar when the re-
registration takes effect.
(5)
In the case of an overseas company, such particulars, returns and other
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documents required to be delivered under Part 34 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.
1045
Effect of failure to give public notice
(1)
A company is not entitled to rely against other persons on the happening of
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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
material time.
(2)
The events to which this section applies are—
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(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
company’s registered office,
(d)
the making of a winding-up order in respect of the company, or
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(e)
the appointment of a liquidator in a voluntary winding up of the
company.
(3)
If the material time falls—
(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
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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
event at that time.
(4)
“Official notification” means—
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(a)
in relation to an amendment of the company’s articles, notification in
accordance with section 1043 (public notice of receipt by registrar of
certain documents) of the amendment and the amended text of the
articles;

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
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(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
up, notification of that event in accordance with section 109 of the
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Insolvency Act 1986 (c. 45) or Article 95 of the Insolvency (Northern
Ireland) Order 1989 (S.I.1989/2405 (N.I. 19)).
The register
1046
The register
(1)
The registrar shall continue to keep records of—
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(a)
the information contained in documents delivered to the registrar
under any enactment,
(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).
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(2)
The records relating to companies are referred to collectively in the Companies
Acts as “the register”.
(3)
Information deriving from documents subject to the Directive disclosure
requirements (see section 1044) that are delivered to the registrar on or after 1st
January 2007 must be kept by the registrar in electronic form.
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(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
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.
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(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
determine, so as to enable all the information relating to the company to be
retrieved.
1047
Annotation of the register
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(1)
The registrar must place a note in the register recording—
(a)
the date on which a document is delivered to the registrar;
(b)
if a document is corrected under section 1039, the nature and date of the
correction;
(c)
if a document is replaced (whether or not material derived from it is
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removed), the fact that it has been replaced and the date of delivery of
the replacement;
(d)
if material is removed—
(i)
what was removed (giving a general description of its contents),
(ii)
under what power, and
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(iii)
the date on which that was done.
(2)
The Secretary of State may make provision by regulations—
(a)
authorising or requiring the registrar to annotate the register in such
other circumstances as may be specified in the regulations, and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
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(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
1038 (defective delivery) is not registered.
(4)
A note may be removed if it no longer serves any useful purpose.
(5)
Any duty or power of the registrar with respect to annotation of the register is
5
subject to the court’s power under section 1063 (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
of the court’s order.
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(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.
1048
Allocation of unique identifiers
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(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,
(b)
is secretary (or a joint secretary) of a public company,
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(c)
is appointed as an authorised signatory of a company, or
(d)
in the case of an overseas company whose particulars are registered
under section 1012, holds any such position as may be specified for the
purposes of this section by regulations under that section.
(2)
The regulations may—
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(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
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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
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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
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person and different descriptions of document.
(5)
Regulations under this section are subject to affirmative resolution procedure.