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1042 | Registrar’s notice to remedy defective delivery |
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(1) | This section applies where a document delivered to the registrar— |
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(a) | does not meet the requirements for proper delivery, and |
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(b) | is not either corrected under section 1039 (informal correction by |
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registrar) or replaced under section 1040 (voluntary replacement). |
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| The “requirements for proper delivery” are those mentioned in section 1038(1). |
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(2) | The registrar may give notice— |
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(a) | to the person by whom the document was delivered (if the identity, and |
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name and address of that person are known), or |
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(b) | to the company to which the document relates (if notice cannot be given |
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under paragraph (a) and the identity of that company is known). |
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(a) | state in what respects the document does not appear to meet the |
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requirements for proper delivery, |
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(b) | state the date on which it is issued, and |
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(c) | require a replacement document complying with the requirements for |
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proper delivery to be delivered to the registrar within 14 days after that |
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(4) | If no replacement document is delivered within the period specified, an |
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(b) | every officer of the company who is in default. |
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(5) | A person guilty of an offence under subsection (4) is liable on summary |
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conviction to a fine not exceeding level 5 on the standard scale and, for |
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continued contravention, a daily default fine not exceeding one-tenth of level |
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Public notice of receipt of certain documents |
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1043 | Public notice of receipt of certain documents |
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(1) | The registrar must cause to be published— |
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(b) | in accordance with section 1082 (alternative means of giving public |
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| notice of the receipt by the registrar of any document that, on receipt, is subject |
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to the Directive disclosure requirements (see section 1044). |
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(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. |
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(3) | The registrar is not required to cause notice of the receipt of a document to be |
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published before the date of incorporation of the company to which the |
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1044 | Documents subject to Directive disclosure requirements |
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(1) | The documents subject to the “Directive disclosure requirements” are as |
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| The requirements referred to are those of Article 3 of the First Company Law |
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Directive (68/151/EEC), as amended, extended and applied. |
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(2) | In the case of every company— |
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| A. Constitutional documents |
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| 1. The company’s memorandum and articles. |
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| 2. Any amendment of the company’s articles (including every resolution or |
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agreement required to be embodied in or annexed to copies of the company’s |
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articles issued by the company). |
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| 3. After any amendment of the company’s articles, the text of the articles as |
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| 4. Any notice of a change of the company’s name. |
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| 1. The statement of proposed officers required on formation of the company. |
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| 2. Notification of any change among the company’s directors. |
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| 3. Notification of any change in the particulars of directors required to be |
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delivered to the registrar. |
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| C. Accounts, reports and returns |
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| 1. All documents required to be delivered to the registrar under section 449 |
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(annual accounts and reports). |
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| 2. The company’s annual return. |
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| Notification of any change of the company’s registered office. |
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| 1. Copy of any winding-up order in respect of the company. |
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| 2. Notice of the appointment of liquidators. |
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| 3. Order for the dissolution of a company on a winding up. |
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| 4. Return by a liquidator of the final meeting of a company on a winding up. |
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(3) | In the case of a public company— |
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| 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 |
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| 3. Copy of any report under section 103 or 104 of the Companies Act 1985 (c. 6) |
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as to the value of a non-cash asset. |
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| 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). |
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| 5. Notification (under section 122 of the Companies Act 1985) of the |
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redemption of shares and the statement of capital accompanying it. |
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| 6. Statement or notice delivered under section 128 of that Act (registration of |
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particulars of special rights). |
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| 7. Statement of capital accompanying order delivered under section 138 of that |
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Act (order of court confirming reduction of capital). |
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| 8. Statement of capital accompanying return delivered under section 169 of |
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that Act (return of details of company’s purchase of own shares). |
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| 9. Statement of capital accompanying notice given under section 639 of this Act |
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(notice by company of redenomination of shares). |
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| 10. Statement of capital accompanying notice given under section 641 of this |
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Act (notice by company of reduction of capital in connection with |
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redenomination of shares). |
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| 11. Any return of allotment and the statement of capital accompanying it. |
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| 1. Copy of any draft of the terms of a scheme required to be delivered to the |
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registrar under paragraph 2(1) of Schedule 15B to the Companies Act 1985 |
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| 2. Copy of any order under section 425(2) or 427 of that Act in respect of a |
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compromise or arrangement to which section 427A of that Act applies. |
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(4) | Where a private company re-registers as a public company (see section 96)— |
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(a) | the last statement of capital relating to the company received by the |
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registrar under any provision of the Companies Acts becomes subject |
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to the Directive disclosure requirements, and |
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(b) | section 1043 (public notice of receipt of certain documents) applies as if |
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the statement had been received by the registrar when the re- |
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registration takes effect. |
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(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 |
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specified by the Secretary of State by regulations. |
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(6) | Regulations under subsection (5) are subject to negative resolution procedure. |
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1045 | Effect of failure to give public notice |
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(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— |
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(a) | the event has been officially notified at the material time, or |
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(b) | the company shows that the person concerned knew of the event at the |
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(2) | The events to which this section applies are— |
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(a) | an amendment of the company’s articles, |
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(b) | a change among the company’s directors, |
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(c) | (as regards service of any document on the company) a change of the |
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company’s registered office, |
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(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 |
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(3) | If the material time falls— |
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(a) | on or before the 15th day after the date of official notification, or |
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(b) | where the 15th day was not a working day, on or before the next day |
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| the company is not entitled to rely on the happening of the event as against a |
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person who shows that he was unavoidably prevented from knowing of the |
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(4) | “Official notification” means— |
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(a) | in relation to an amendment of the company’s articles, notification in |
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accordance with section 1043 (public notice of receipt by registrar of |
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certain documents) of the amendment and the amended text of the |
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(b) | in relation to anything else stated in a document subject to the Directive |
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disclosure requirements, notification of that document in accordance |
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(c) | in relation to the appointment of a liquidator in a voluntary winding |
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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 |
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Ireland) Order 1989 (S.I.1989/2405 (N.I. 19)). |
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(1) | The registrar shall continue to keep records of— |
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(a) | the information contained in documents delivered to the registrar |
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(b) | certificates of incorporation issued by the registrar, and |
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(c) | certificates issued by the registrar under section 401(2) or 418 of the |
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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 |
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(3) | Information deriving from documents subject to the Directive disclosure |
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requirements (see section 1044) that are delivered to the registrar on or after 1st |
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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 |
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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. |
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| This is sufficient compliance with any duty of the registrar to keep, file or |
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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 |
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company is associated with that company, in such manner as the registrar may |
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determine, so as to enable all the information relating to the company to be |
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1047 | Annotation of the register |
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(1) | The registrar must place a note in the register recording— |
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(a) | the date on which a document is delivered to the registrar; |
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(b) | if a document is corrected under section 1039, the nature and date of the |
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(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 |
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(d) | if material is removed— |
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(i) | what was removed (giving a general description of its contents), |
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(ii) | under what power, and |
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(iii) | the date on which that was done. |
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(2) | The Secretary of State may make provision by regulations— |
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(a) | authorising or requiring the registrar to annotate the register in such |
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other circumstances as may be specified in the regulations, and |
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(b) | as to the contents of any such annotation. |
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(3) | No annotation is required in the case of a document that by virtue of section |
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1038 (defective delivery) is not registered. |
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(4) | A note may be removed if it no longer serves any useful purpose. |
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(5) | Any duty or power of the registrar with respect to annotation of the register is |
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subject to the court’s power under section 1063 (powers of court on ordering |
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removal of material from the register) to direct— |
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(a) | that a note be removed from the register, or |
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(b) | that no note shall be made of the removal of material that is the subject |
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(6) | Notes placed in the register in accordance with subsection (1), or in pursuance |
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of regulations under subsection (2), are part of the register for all purposes of |
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(7) | Regulations under this section are subject to negative resolution procedure. |
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1048 | Allocation of unique identifiers |
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(1) | The Secretary of State may make provision for the use, in connection with the |
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register, of reference numbers (“unique identifiers”) to identify each person |
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(a) | is a director of a company, |
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(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 |
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(d) | in the case of an overseas company whose particulars are registered |
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under section 1012, holds any such position as may be specified for the |
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purposes of this section by regulations under that section. |
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(a) | provide that a unique identifier may be in such form, consisting of one |
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or more sequences of letters or numbers, as the registrar may from time |
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(b) | make provision for the allocation of unique identifiers by the registrar; |
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(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— |
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(i) | a statement of the person’s unique identifier, or |
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(ii) | a statement that the person has not been allocated a unique |
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(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. |
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(3) | The regulations may contain provision for the application of the scheme in |
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relation to persons appointed, and documents registered, before the |
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commencement of this Act. |
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(4) | The regulations may make different provision for different descriptions of |
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person and different descriptions of document. |
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(5) | Regulations under this section are subject to affirmative resolution procedure. |
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