Companies Act 2006 - Replacement of Documents

Companies Act 2006 Previous Page Next Page

Section 1076: Replacement of document not meeting requirements for proper delivery

1382. This section sets out how the registrar may accept a replacement document that was not properly delivered in the first place. In essence, the registrar must be satisfied that the replacement document is delivered by the original filer, or by the company to which the original document relates, and that the replacement is “properly delivered” (as defined in section 1072)). It also allows the registrar to impose requirements to ensure that the replacement can clearly be associated with a particular original.

Sections 1077 and 1078: Public notice of receipt of documents subject to Directive disclosure requirements

1383. These sections replace section 711 of the 1985 Act, which provides that certain notices must be published in the Gazette, and lists the documents to which that requirement relates. This list derives from Community legislation, principally the First Company Law Directive (68/151/EEC) as amended by Directive 2003/58/EC.

1384. Section 1077 provides that notice of receipt of these documents must be published either in the Gazette, or by some other means (as may be specified under section 1116).

Section 1078 lists the documents subject to Directive disclosure requirements.

Section 1079: Effect of failure to give public notice

1385. This section effectively replaces section 42 of the 1985 Act. It sets out how a company, in its dealings with third parties, may not rely on the consequences of certain events (those which are set out in subsection (2)) unless notice of the event has duly appeared in the Gazette or been published in some other way provided for in section 1116.

The register

Section 1080: The register

1386. This section imposes an obligation on the registrar to keep a record of the material received. It gives a discretion as to the form in which the record is kept. Subsection (3) provides that this discretion is subject to the terms of the amended First Company Law Directive (68/151/EEC), Article 3.2 of which requires any documents and particulars it covers which are delivered on after 1 January 2007 to be retained in electronic form. The documents covered by this obligation are those set out in section 1078.

Section 1081: Annotation of the register

1387. It is important that the register is as useful and transparent a source of information as possible for users. Hence, this section sets out certain circumstances in which the registrar is obliged to annotate the information on the register to gloss it or provide supplementary information. Annotations must for example be provided to show the date of delivery of information; and the fact that information has been replaced, corrected or removed. This section responds to a recommendation of the CLR (summarised in their Final Report at paragraph 11.48). Subsection (5) provides that the court can dispense with the need for annotation in certain circumstances.

1388. The Secretary of State has power to make provision by regulations extending the circumstances where the registrar can or should make annotations.

Section 1082: Allocation of unique identifiers

1389. This section is a new provision. It gives the Secretary of State a power to make regulations so that unique identifiers can be allocated to company officers such as directors. This provision supports those that provide for the home addresses of directors no longer to be kept on the public record. The unique identifier enables searchers to distinguish between different persons of the same name.

Sections 1083 and 1084: Preservation of original documents and records relating to companies that have been dissolved etc

1390. Section 1083 replaces section 707A(2) of the 1985 Act. However, the obligation on the registrar to keep the originals of documents received now only applies for three years (as opposed to ten in the existing provision). This section also provides that the obligation to retain originals does not extend to an original document provided electronically (provided that the information itself has been placed on the register).

1391. Section 1084 replaces sections 707(3) and (4) of the 1985 Act, and provides that records may be transferred to the Public Records Office two years after a company has been dissolved. It also makes equivalent provision for certain overseas companies which, for example, by ceasing to have any connection with the UK, are no longer caught by UK regulatory requirements.

Inspection etc of the register

Section 1085: Inspection of the register

1392. This section provides that any person may inspect the register. Searchers however have a right to inspect the original of a hard copy document only where the registrar still retains it and where the public record kept by the registrar and derived from it is illegible or unavailable.