Companies Act 2006 - Registered Numbers

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Section 1066 and 1067: Registered numbers

1372. Section 1066 replaces section 705 of the 1985 Act on companies’ registered numbers, without change of substance. Section 1067 replaces the provisions of section 705A of that Act relating to registered numbers of branches of overseas companies.

Delivery of documents to the registrar

Section 1068: Registrar’s requirements

1373. This section gives the registrar power to make rules about form, authentication and manner of delivery of documents, including the physical form and means of communication, the format, and the address to which they are to be sent, and where appropriate, technical specification. The power conferred by this section does not authorise the registrar to require documents to be delivered in electronic form.

Section 1069: Power to require delivery by electronic means

1374. This section provides that the Secretary of State (not the registrar) has a new power to provide for electronic-only delivery of classes of document. The Secretary of State may only exercise this power in respect of classes of document which are authorised or required to be delivered and for which the registrar has published rules relating to electronic delivery (in other words where it is clear precisely what mechanism is to be used for the electronic communication).

Section 1070: Agreement for delivery by electronic means

1375. This section sets out the power of the registrar to make agreements with companies to deliver information only electronically. The agreements could cover all documents (to the extent that electronic means of filing are available) or just selected documents. It is envisaged that the agreements will be in a standard form and contain detailed provisions for communications between the registrar and the company (including possible use of codes and encryption). The agreements need not be available to be entered into by everyone in the same form or at all.

Section 1071: Document not delivered until received

1376. This section provides that “delivery” obligations go beyond an obligation simply to send or post information to the registrar, and that the registrar may make rules governing what it means for a document to be “received” (which might include, for example, setting out which offices of the registrar should receive a document).

Requirements for proper delivery

Section 1072: Requirements for proper delivery

1377. This section provides that, in order for a document to be properly delivered to the registrar, various conditions (specified in subsection (1)(a) to (g)) must be met. Where those conditions are not satisfied, and the document is therefore not “properly” delivered, it is not to be treated as having been delivered for the purposes of the underlying provision which authorises or requires it.

Section 1073: Power to accept documents not meeting requirements for proper delivery

1378. The registrar may still accept (and register) a document that does not comply with the requirements for proper delivery, although such acceptance does not (subsection (4)) exempt the filer from any consequence attaching to failure to comply with the original requirements for delivery.

Section 1074: Documents containing unnecessary material

1379. Documents are sometimes delivered to the registrar which contain “unnecessary” material, i.e. material for which there was no legal requirement or authorisation. Where the unnecessary material cannot readily be separated from the necessary material, then the document as a whole is treated as not properly delivered. Where it is separable, the registrar has the option of either registering the entire document as delivered, or excising the unnecessary material and registering the remainder.

Section 1075: Informal correction of document

1380. This is a new provision, giving the registrar power to correct information in a document by informal means (for example, by taking revisions or supplementary information from the company over the telephone) but only in very limited circumstances. It can be used as an alternative to rejecting or removing information:

• on the grounds that it is incomplete (e.g. empty fields within the document);

• on the grounds that it is internally inconsistent (e.g. the company number does not correspond to the company name);

1381. This ability to make informal corrections only applies where companies have informed the registrar that it should apply. The registrar needs to initiate the correction and be satisfied that the person is authorised to give the information sought. In order to be satisfied as to the authority of the person she is telephoning, the registrar may provide for identification numbers or other checks on identity.