Company Law Reform Bill [HL] (506-511)

House of Commons

Session 2005 - 06
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Company Law Reform Bill [HL] (506-511)

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1049
Preservation of original documents
(1)
The originals of documents delivered to the registrar in hard copy form must
be kept for three years after they are received by the registrar, after which they
may be destroyed provided the information contained in them has been
recorded in the register.
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This is subject to section 1053(3) (extent of obligation to retain material not
available for public inspection).
(2)
The registrar is under no obligation to keep the originals of documents
delivered in electronic form, provided the information contained in them has
been recorded in the register.
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(3)
This section applies to documents held by the registrar when this section comes
into force as well as to documents subsequently received.
1050
Records relating to companies that have been dissolved etc
(1)
This section applies where—
(a)
a company is dissolved,
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(b)
an overseas company ceases to have any connection with the United
Kingdom by virtue of which it is required to register particulars under
section 1012, or
(c)
a credit or financial institution ceases to be within section 1016
(overseas institutions required to file accounts with the registrar).
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(2)
At any time after two years from the date on which it appears to the registrar
that—
(a)
the company has been dissolved,
(b)
the overseas company has ceased to have any connection with the
United Kingdom by virtue of which it is required to register particulars
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under section 1012, or
(c)
the credit or financial institution has ceased to be within section 1016
(overseas institutions required to file accounts with the registrar),

the registrar may direct that records relating to the company or institution may
be removed to the Public Record Office or, as the case may be, the Public
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Records Office for Northern Ireland.
(3)
Records in respect of which such a direction is given shall be disposed of under
the enactments relating to that Office and the rules made under them.
(4)
In subsection (1)(a) “company” includes a company provisionally or
completely registered under the Joint Stock Companies Act 1844.
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(5)
This section does not extend to Scotland.
Inspection etc of the register
1051
Inspection of the register
(1)
Any person may inspect the register.
(2)
The right of inspection extends to the originals of documents delivered to the
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registrar in hard copy form if, and only if, the record kept by the registrar of the
contents of the document is illegible or unavailable.

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The period for which such originals are to be kept is limited by section 1049(1).
(3)
This section has effect subject to section 1053 (material not available for public
inspection).
1052
Right to copy of material on the register
(1)
Any person may require a copy of any material on the register.
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(2)
The fee for any such copy of material derived from a document subject to the
Directive disclosure requirements (see section 1044), whether in hard copy or
electronic form, must not exceed the administrative cost of providing it.
(3)
This section has effect subject to section 1053 (material not available for public
inspection).
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1053
Material not available for public inspection
(1)
The following material must not be made available by the registrar for public
inspection—
(a)
protected information within section 242(1) (directors’ residential
addresses: restriction on disclosure by registrar) or any corresponding
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provision of regulations under section 1012 (overseas companies);
(b)
the contents of any document sent to the registrar containing views
expressed pursuant to section 57 (comments on proposal by company
to use certain words or expressions in company name);
(c)
any application to the registrar under section 990 (application for
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administrative restoration to the register) that has not yet been
determined or was not successful;
(d)
any document received by the registrar in connection with the giving
or withdrawal of consent under section 1039 (informal correction of
documents);
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(e)
any application or other document delivered to the registrar under
section 1054 (application to make address unavailable for public
inspection) and any address in respect of which such an application is
successful;
(f)
any application or other document delivered to the registrar under
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section 1061 (application for rectification of register);
(g)
any court order under section 1062 (rectification of the register under
court order) that the court has directed under section 1063 (powers of
court on ordering removal of material from the register) is not to be
made available for public inspection;
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(h)
the contents of—
(i)
any instrument creating or evidencing a charge and delivered to
the registrar under section 395 of the Companies Act 1985 (c. 6)
(registration of company charges: England and Wales or
Northern Ireland), or
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(ii)
any certified copy of an instrument creating or evidencing a
charge and delivered to the registrar under section 410 of that
Act (registration of company charges: Scotland);
(i)
any e-mail address, identification code or password deriving from a
document delivered for the purpose of authorising or facilitating
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electronic filing procedures or providing information by telephone;

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(j)
the contents of any documents held by the registrar pending a decision
of the registrar of community interest companies under section 36 or 38
of the Companies (Audit, Investigations and Community Enterprise)
Act 2004 (c. 27) (decision on eligibility for registration as community
interest company) and that the registrar is not later required to record;
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(k)
any other material excluded from public inspection by or under any
other enactment.
(2)
A restriction applying by reference to material deriving from a particular
description of document does not affect the availability for public inspection of
the same information contained in material derived from another description
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of document in relation to which no such restriction applies.
(3)
Material to which this section applies need not be retained by the registrar for
longer than appears to the registrar reasonably necessary for the purposes for
which the material was delivered to the registrar.
1054
Application to registrar to make address unavailable for public inspection
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(1)
The Secretary of State may make provision by regulations requiring the
registrar, on application, to make an address on the register unavailable for
public inspection.
(2)
The regulations may make provision as to—
(a)
who may make an application,
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(b)
the grounds on which an application may be made,
(c)
the information to be included in and documents to accompany an
application,
(d)
the notice to be given of an application and of its outcome, and
(e)
how an application is to be determined.
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(3)
Provision under subsection (2)(e) may in particular—
(a)
confer a discretion on the registrar;
(b)
provide for a question to be referred to a person other than the registrar
for the purposes of determining the application.
(4)
An application must specify the address to be removed from the register and
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indicate where on the register it is.
(5)
The regulations may provide—
(a)
that an address is not to be made unavailable for public inspection
under this section unless replaced by a service address, and
(b)
that in such a case the application must specify a service address.
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(6)
Regulations under this section are subject to affirmative resolution procedure.
1055
Form of application for inspection or copy
(1)
The registrar may specify the form and manner in which application is to be
made for—
(a)
inspection under section 1051, or
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(b)
a copy under section 1052.

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(2)
As from 1st January 2007, applications in respect of documents subject to the
Directive disclosure requirements may be submitted to the registrar in hard
copy or electronic form, as the applicant chooses.

This does not affect the registrar’s power under subsection (1) above to impose
requirements in respect of other matters.
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1056
Form and manner in which copies to be provided
(1)
The following provisions apply as regards the form and manner in which
copies are to be provided under section 1052.
(2)
As from 1st January 2007, copies of documents subject to the Directive
disclosure requirements must be provided in hard copy or electronic form, as
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the applicant chooses.

This is subject to the following proviso.
(3)
The registrar is not obliged by subsection (2) to provide copies in electronic
form of a document that was delivered to the registrar in hard copy form if—
(a)
the document was delivered to the registrar on or before 31st December
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1996, or
(b)
the document was delivered to the registrar on or before 31st December
2006 and ten years or more elapsed between the date of delivery and
the date of receipt of the first application for a copy on or after 1st
January 2007.
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(4)
Subject to the preceding provisions of this section, the registrar may determine
the form and manner in which copies are to be provided.
1057
Certification of copies as accurate
(1)
Copies provided under section 1052 in hard copy form must be certified as true
copies unless the applicant dispenses with such certification.
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(2)
Copies so provided in electronic form must not be certified as true copies
unless the applicant expressly requests such certification.
(3)
A copy provided under section 1052, certified by the registrar (whose official
position it is unnecessary to prove) to be an accurate record of the contents of
the original document, is in all legal proceedings admissible in evidence—
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(a)
as of equal validity with the original document, and
(b)
as evidence (in Scotland, sufficient evidence) of any fact stated in the
original document of which direct oral evidence would be admissible.
(4)
The Secretary of State may make provision by regulations as to the manner in
which such a certificate is to be provided in a case where the copy is provided
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in electronic form.
(5)
Except in the case of documents that are subject to the Directive disclosure
requirements (see section 1044), copies provided by the registrar may, instead
of being certified in writing to be an accurate record, be sealed with the
registrar’s official seal.
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1058
Issue of process for production of records kept by the registrar
(1)
No process for compelling the production of a record kept by the registrar shall
issue from any court except with the permission of the court.

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(2)
Any such process shall bear on it a statement that it is issued with the
permission of the court.
Correction or removal of material on the register
1059
Registrar’s notice to resolve inconsistency on the register
(1)
Where it appears to the registrar that the information contained in a document
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delivered to the registrar is inconsistent with other information on the register,
the registrar may give notice to the company to which the document relates—
(a)
stating in what respects the information contained in it appears to be
inconsistent with other information on the register, and
(b)
requiring the company to take steps to resolve the inconsistency.
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(2)
The notice must—
(a)
state the date on which it is issued, and
(b)
require the delivery to the registrar, within 14 days after that date, of
such replacement or additional documents as may be required to
resolve the inconsistency.
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(3)
If the necessary documents are not delivered within the period specified, an
offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
(4)
A person guilty of an offence under subsection (3) is liable on summary
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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
5 on the standard scale.
1060
Administrative removal of material from the register
(1)
The registrar may remove from the register anything that there was power, but
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no duty, to include.
(2)
This power is exercisable, in particular, so as to remove—
(a)
unnecessary material within the meaning of section 1041, and
(b)
material derived from a document that has been replaced under—
section 1040 (voluntary replacement of document previously
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delivered),
section 1042 (notice to remedy defective delivery), or
section 1059 (notice to remedy inconsistency on the register).
(3)
This section does not authorise the removal from the register of—
(a)
anything whose registration has had legal consequences in relation to
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the company as regards—
(i)
its formation,
(ii)
a change of name,
(iii)
its re-registration,
(iv)
its becoming or ceasing to be a community interest company,
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(v)
a reduction of capital,
(vi)
a change of registered office,
(vii)
the registration of a charge, or

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(viii)
its dissolution;
(b)
an address that is a person’s registered address for the purposes of
section 1105 (service of documents on directors, secretaries and others).
(4)
On or before removing any material under this section (otherwise than at the
request of the company) the registrar must give notice—
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(a)
to the person by whom the material was delivered (if the identity, and
name and address of that person are known), or
(b)
to the company to which the material relates (if notice cannot be given
under paragraph (a) and the identity of that company is known).
(5)
The notice must—
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(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.
1061
Rectification of register on application to registrar
(1)
The Secretary of State may make provision by regulations requiring the
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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
(b)
is factually inaccurate, or is derived from something that is factually
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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
application,
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(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—
(a)
specify what is to be removed from the register and indicate where on
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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
statement as sufficient evidence that the material specified in the application
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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 1060(3),
any person appearing to the court to have a sufficient interest may apply to the
court for such consequential orders as appear just with respect to the legal
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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.