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


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

501

 

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).

5

   

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

40

(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

502

 

   

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.

5

   

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.

10

   

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

15

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.

20

   

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.

30

   

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

45

(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

503

 

   

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).

5

   

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

10

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

15

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

20

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—

25

(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

30

(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

35

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—

40

(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])
Part 35 — The registrar of companies

504

 

(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

5

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—

10

(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).

15

(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

30

(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

35

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

505

 

(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.

10

(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

15

(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

30

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

35

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.

 
 

 
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