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From 1st October 2009, Part 35 of the Companies Act 2006 gives the registrar of companies a range of powers. These include powers to decide on the form and manner in which companies can or must deliver documents, what is needed for a document to be properly delivered, provision of electronic delivery for certain documents, and amendments to the register.
The powers which relate to the delivery of information:
The form, authentication and manner of delivery of information.
Defines how the company information will look, how it can be authenticated and how it should be submitted.
The proper delivery of information.
This sets out the requirements companies must meet when sending documents, for example signatures, fees etc. If companies fail to meet these requirements the registrar will normally reject the document. However in some circumstances he may decide to accept a document even if it has not been properly delivered.
What happens if the registrar accepts a document which is not properly delivered. Does the registration of a document cancel out the requirement to deliver the document properly?
No, the registrar may decide to take further action after registration, e.g. following a complaint by a third party. The registrar would send letters to the company asking them to file a document that complies with the proper delivery requirements. If they fail to respond, he may ultimately send a notice to the company giving 14 days to file a document that complies with the proper delivery requirements.
Powers to amend the register
Companies sometimes by mistake submit more information than they need, e.g. internal tax computations that do not form part of the statutory accounts.
Depending on when we notice the extra information, and whether we can readily separate it from the original document, the registrar can deal with this is different ways.
If we cannot readily separate the unnecessary material from the original document the registrar will normally reject the document.
If the material is obvious and easy to separate, e.g. an extra page, we will normally remove the unnecessary material and register the document.
If the material is not noticed and registered, it can be dealt with in the future by the administrative removal procedure.
How do I replace a document which was originally not properly delivered or which contained unnecessary information?
The registrar may accept a document to replace one previously delivered only if it;
Only the person or the company that delivered the original document can deliver the replacement document, which must be accompanied by a replacement document form (RP01 or LL RP01), required to link the replacement document with the original.
What happens to the original document?
The registrar can then decide whether or not to remove the original document, and will judge each case on its individual merits.
What is annotation of the register?
The registrar has new powers to put notes on the register to inform searchers of changes. The annotation must record among other things:
What can the registrar do about inconsistency on the register?
Initially the registrar can write to the company inviting them to file additional documents to correct the inconsistency. If the company does not comply, the registrar ultimately has the power to issue a formal inconsistency notice to the company requiring delivery of any replacement or additional documents. If the company fails to comply with the notice, the company and every officer is guilty of an offence and liable on conviction to a fine.
What can be removed from the register?
The registrar can administratively remove from the register:
On or before removing any material (other than at the request of the company), the registrar must give notice to the person who delivered the material or the company that it relates to. The notice must be dated and state what material is to be, or has been, removed.
Does this cover all material?
No, material that can not be removed includes anything whose registration has had legal consequence in relation to it’s:
This process does not cover requests for rectification of the register.
What is rectification of the register?
Rectification is a new process to remove material from the register in certain circumstances, i.e.
Rectification allows the registrar to deal with company hijacks and other false filings. It also enables companies to remove errors from documents after they have been registered. There were no powers under the 1985 Act that enabled the registrar to remove documents, except via a court order.
What information is covered under the rectification process?
The appointment, removal and change of particulars of directors and secretaries and change of registered office address.
Other Registrar’s Powers
Agreement for delivery of company information by electronic means: the PROOF (PROtected On line Filing) process.
A company can enter into an agreement with the registrar that it will file specified documents electronically only. This allows companies to protect themselves against the risk of being hijacked or having false filings made against them.
Retention of company documents?
The registrar must keep most paper documents for 3 years, after this time they can be destroyed as long as there is a copy of the information contained in them. Previously under the Companies Act 1985 this was 10 years.
What about dissolved companies?
Once a company has been dissolved for 2 years the Registrar may direct that the records relating to it may be removed to the Public Record Office who are then responsible for keeping the documents in accordance with their own rules.
Power to make certain information unavailable for public inspection.