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Companies Act 2006

Type Public General Act

Publication 2006-11-08

Last updated 2026-07-24

State In force

Department Statute Law Database

Source legislation.gov.uk

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Power to direct change of name in case of company ceasing to be entitled to exemption

64

(1) If it appears to the Secretary of State that a company whose name does not include “limited” or any of the permitted alternatives—

(a) has ceased to be entitled to exemption under section 60(1)(a) or (b), or

(b) in the case of a company within section 61 or 62 (which impose conditions as to the objects and articles of the company)—

(i) has carried on any business other than the promotion of any of the objects mentioned in subsection (3) of section 61 or, as the case may be, subsection (2) of section 62, or

(ii) has acted inconsistently with the provision required by subsection (4)(a) or (b) of section 61 or, as the case may be, subsection (3)(a) or (b) of section 62,

the Secretary of State may direct the company to change its name so that it ends with “limited” or one of the permitted alternatives.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(2A) The period must be a period of at least 28 days beginning with the date of the direction.

(2B) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(3) A change of name in order to comply with a direction under this section may be made by resolution of the directors.

This is without prejudice to any other method of changing the company's name.

(4) Where a resolution of the directors is passed in accordance with subsection (3), the company must give notice to the registrar of the change.

Sections 80 and 81 apply as regards the registration and effect of the change.

(5) If the company fails to comply with a direction under this section an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(6) A person guilty of an offence under this section is liable on summary 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 scaleone-tenth of the greater of £5,000 or level 4 on the standard scale.

(6A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(7) A company that has been directed to change its name under this section may not, without the approval of the Secretary of State, subsequently change its name so that it does not include “limited” or one of the permitted alternatives.

This does not apply to a change of name on re-registration or on conversion to a community interest company.

Inappropriate use of indications of company type or legal form

65

(1) The Secretary of State may make provision by regulations prohibiting the use in a company name of specified words, expressions or other indications —

(a) that are associated with a particular type of company or form of organisation, or

(b) that are similar to words, expressions or other indications associated with a particular type of company or form of organisation.

(2) The regulations may prohibit the use of words, expressions or other indications—

(a) in a specified part, or otherwise than in a specified part, of a company's name;

(b) in conjunction with, or otherwise than in conjunction with, such other words, expressions or indications as may be specified.

(3) A company must not be registered under this Act by a name that consists of or includes anything prohibited by regulations under this section.

(4) In this section “specified” means specified in the regulations.

(5) Regulations under this section are subject to negative resolution procedure.

Chapter 3 — Similarity to other names

Similarity to other name on registrar's index

Name not to be the same as another in the index

66

(1) A company must not be registered under this Act by a name that is the same as another name appearing in the registrar's index of company names.

(2) The Secretary of State may make provision by regulations supplementing this section.

(3) The regulations may make provision—

(a) as to matters that are to be disregarded, and

(b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,

for the purposes of this section.

(4) The regulations may provide—

(a) that registration by a name that would otherwise be prohibited under this section is permitted—

(i) in specified circumstances, or

(ii) with specified consent, and

(b) that if those circumstances obtain or that consent is given at the time a company is registered by a name, a subsequent change of circumstances or withdrawal of consent does not affect the registration.

(5) Regulations under this section are subject to negative resolution procedure.

(6) In this section “specified” means specified in the regulations.

Power to direct change of name in case of similarity to existing name

67

(1) The Secretary of State may direct a company to change its name if it has been registered in a name that is the same as or, in the opinion of the Secretary of State, too like—

(a) a name appearing at the time of the registration in the registrar's index of company names, or

(b) a name that should have appeared in that index at that time.

(1A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates (so far as it relates to the company to which the direction is given).

(2) The Secretary of State may make provision by regulations supplementing this section.

(3) The regulations may make provision—

(a) as to matters that are to be disregarded, and

(b) as to words, expressions, signs or symbols that are, or are not, to be regarded as the same,

for the purposes of this section.

(4) The regulations may provide—

(a) that no direction is to be given under this section in respect of a name—

(i) in specified circumstances, or

(ii) if specified consent is given, and

(b) that a subsequent change of circumstances or withdrawal of consent does not give rise to grounds for a direction under this section.

(5) Regulations under this section are subject to negative resolution procedure.

(6) In this section “specified” means specified in the regulations.

Direction to change name: supplementary provisions

68

(1) The following provisions have effect in relation to a direction under section 67 (power to direct change of name in case of similarity to existing name).

(2) Any such direction—

(a) must be given within twelve months of the company's registration by the name in question, and

(b) must specify the period within which the company is to change its name.

(2A) The period must be a period of at least 28 days beginning with the date of the direction.

(3) The Secretary of State may by a further direction extend that period.

Any such direction must be given before the end of the period for the time being specified.

(4) A direction under section 67 or this section must be in writing.

(5) If a company fails to comply with the direction, an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Similarity to other name in which person has goodwill

Objection to company's registered name

69

(1) A person (“the applicant”) may object to a company's registered name on the ground—

(a) that it is the same as a name associated with the applicant in which he has goodwill, or

(b) that it is sufficiently similar to such a name that its use in the United Kingdom or elsewhere would be likely to mislead members of the public in the United Kingdom or elsewhere by suggesting a connection between the company and the applicant.

(2) The objection must be made by application to a company names adjudicator (see section 70).

(3) The company concerned shall be the primary respondent to the application.

Any of the following may be joined as respondents—

(a) any member or person who was a member at the time at which the name was registered;

(b) any director or person who was a director at the time at which the name was registered.

(4) If the ground specified in subsection (1)(a) or (b) is established, it is for the respondents to show—

(a) that the name was registered before the commencement of the activities on which the applicant relies to show goodwill; or

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c) that the name was registered in the ordinary course of a company formation business and the company is available for sale to the applicant on the standard terms of that business; or

(d) that the name was adopted in good faith; or

(e) that the interests of the applicant are not adversely affected to any significant extent.

If none of those is shown, the objection shall be upheld.

(5) If the facts mentioned in subsection (4)(a) ... or (c) are established, the objection shall nevertheless be upheld if the applicant shows that the main purpose of the respondents (or any of them) in registering the name was to obtain money (or other consideration) from the applicant or prevent him from registering the name.

(6) If the objection is not upheld under subsection (4) or (5), it shall be dismissed.

(7) In this section “goodwill” includes reputation of any description.

Company names adjudicators

70

(1) The Secretary of State shall appoint persons to be company names adjudicators.

(2) The persons appointed must have such legal or other experience as, in the Secretary of State's opinion, makes them suitable for appointment.

(3) An adjudicator—

(a) holds office in accordance with the terms of his appointment,

(b) is eligible for re-appointment when his term of office ends,

(d) may be dismissed by the Secretary of State on the ground of incapacity or misconduct.

(4) One of the adjudicators shall be appointed Chief Adjudicator.

He shall perform such functions as the Secretary of State may assign to him.

(5) The other adjudicators shall undertake such duties as the Chief Adjudicator may determine.

(6) The Secretary of State may—

(a) appoint staff for the adjudicators;

(b) pay remuneration and expenses to the adjudicators and their staff;

(d) compensate persons for ceasing to be adjudicators.

Procedural rules

71

(1) The Secretary of State may make rules about proceedings before a company names adjudicator.

(2) The rules may, in particular, make provision—

(a) as to how an application is to be made and the form and content of an application or other documents;

(b) for fees to be charged;

(d) as to the form and manner in which evidence is to be given;

(e) for circumstances in which hearings are required and those in which they are not;

(f) for cases to be heard by more than one adjudicator;

(g) setting time limits for anything required to be done in connection with the proceedings (and allowing for such limits to be extended, even if they have expired);

(h) enabling the adjudicator to strike out an application, or any defence, in whole or in part—

(i) on the ground that it is vexatious, has no reasonable prospect of success or is otherwise misconceived, or

(ii) for failure to comply with the requirements of the rules;

(i) conferring power to order security for costs (in Scotland, caution for expenses);

(j) as to how far proceedings are to be held in public;

(k) requiring one party to bear the costs (in Scotland, expenses) of another and as to the taxing (or settling) the amount of such costs (or expenses).

(3) The rules may confer on the Chief Adjudicator power to determine any matter that could be the subject of provision in the rules.

(4) Rules under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Decision of adjudicator to be made available to public

72

(1) A company names adjudicator must, within 90 days of determining an application under section 69, make his decision and his reasons for it available to the public.

(2) He may do so by means of a website or by such other means as appear to him to be appropriate.

Order requiring name to be changed

73

(1) If an application under section 69 is upheld, the adjudicator shall make an order—

(a) requiring the respondent company to change its name to one that is not an offending name, and

(b) requiring all the respondents—

(i) to take all such steps as are within their power to make, or facilitate the making, of that change, and

(ii) not to cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name.

(2) An “offending name” means a name that, by reason of its similarity to the name associated with the applicant in which he claims goodwill, would be likely—

(a) to be the subject of a direction under section 67 (power of Secretary of State to direct change of name), or

(b) to give rise to a further application under section 69.

(3) The order must specify a date by which the respondent company's name is to be changed and may be enforced—

(a) in England and Wales or Northern Ireland, in the same way as an order of the High Court;

(b) in Scotland, in the same way as a decree of the Court of Session.

(4) If the respondent company's name is not changed in accordance with the order by the specified date, the adjudicator may determine a new name for the company.

(5) If the adjudicator determines a new name for the respondent company he must give notice of his determination—

(a) to the applicant,

(b) to the respondents, and

(6) For the purposes of this section a company's name is changed when the change takes effect in accordance with section 81(1) (on the issue of the new certification of incorporation).

(7) Where an order is made under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the order relates.

Appeal from adjudicator's decision

74

(1) An appeal lies to the court from any decision of a company names adjudicator to uphold or dismiss an application under section 69.

(2) Notice of appeal against a decision upholding an application must be given before the date specified in the adjudicator's order by which the respondent company's name is to be changed.

(3) If notice of appeal is given against a decision upholding an application, the effect of the adjudicator's order is suspended.

(4) If on appeal the court—

(a) affirms the decision of the adjudicator to uphold the application, or

(b) reverses the decision of the adjudicator to dismiss the application,

the court may (as the case may require) specify the date by which the adjudicator's order is to be complied with, remit the matter to the adjudicator or make any order or determination that the adjudicator might have made.

(5) If the court determines a new name for the company it must give notice of the determination—

(a) to the parties to the appeal, and

(b) to the registrar.

Chapter 4 — Other powers of the Secretary of State and the registrar

Provision of misleading information

Provision of misleading information etc

75

(1) If it appears to the Secretary of State—

(a) that misleading information has been given for the purposes of a company's registration by a particular name, or

(b) that an undertaking or assurance has been given for that purpose and has not been fulfilled,

the Secretary of State may direct the company to change its name.

(2) Any such direction—

(a) must be given within five years of the company's registration by that name, and

(b) must specify the period within which the company is to change its name.

(2A) The period must be at least 28 days beginning with the date of the direction.

(3) The Secretary of State may by a further direction extend the period within which the company is to change its name.

Any such direction must be given before the end of the period for the time being specified.

(4) A direction under this section must be in writing.

(4A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(5) If a company fails to comply with a direction under this section, an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Misleading indication of activities and names used for criminal purposes

Misleading indication of activities

76

(1) If in the opinion of the Secretary of State the name by which a company is registered gives so misleading an indication of the nature of its activities as to pose a risk of harm to the public in the United Kingdom or elsewhere, the Secretary of State may direct the company to change its name.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(3A) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(4) A company may apply to the court to set aside a direction under subsection (1).

(4A) Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.

(5) The court may set the direction aside or confirm it.

If the direction is confirmed, the court shall specify the period within which the direction is to be complied with.

(5A) If a company applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.

(5B) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(6) If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Power to direct change of name used for criminal purposes

76A

(1) The Secretary of State may direct a company to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the company to facilitate—

(a) the commission of an offence involving dishonesty or deception, or

(b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5) A company may apply to the court to set aside a direction under subsection (1).

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11) If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Direction to change name wrongly registered

76B

(1) The Secretary of State may direct a company to change its name if—

(a) it appears to the Secretary of State that the company’s registration by that name was in contravention of any requirement imposed by this Part, or

(b) the Secretary of State did not, at the time at which the name was registered, form the opinion mentioned in section 53, 56A or 57A, but had proper grounds for doing so.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5) A company may apply to the court to set aside a direction under subsection (1).

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11) If a company fails to comply with a direction under subsection (1), an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Registrar’s powers to change names

Registrar’s power to change name containing computer code

76C

(1) Where, in the opinion of the registrar, a company’s registered name consists of or includes computer code, the registrar may—

(a) determine a new name for the company, and

(b) remove from the register any reference to the company’s old name.

(2) If the registrar determines a new name for a company under this section, the registrar must—

(a) give the company notice of the determination, and

(b) place a note of the determination in the register.

(3) Where a company is given a direction under section 76B to change its name—

(a) that does not affect the registrar’s power to act under subsection (1), but

(b) if the registrar does so, the direction lapses.

Registrar’s power to change name for failure to comply with direction

76D

(1) Where a company fails to comply with a direction to change its name, the registrar may determine a new name for the company.

(2) The reference in subsection (1) to a direction to change a company’s name is to a direction under section 64, 67, 75, 76, 76A or 76B.

(3) If the registrar determines a new name for a company under this section, the registrar must—

(a) give the company notice of the determination, and

(b) place a note of the determination in the register.

CHAPTER 4A — Exceptions

Exceptions based on national security etc

76E

(1) Nothing in this Part prevents the registration of a company under this Act by a name if the Secretary of State is satisfied that the registration of the company by that name is necessary—

(a) in the interests of national security, or

(b) for the purposes of preventing or detecting serious crime.

(2) For the purposes of subsection (1)(b)—

(a) “crime” means conduct which—

(i) constitutes a criminal offence, or

(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and

(b) crime is “serious” if—

(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or

(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.

Chapter 5 — Change of name

Change of name

77

(1) A company may change its name—

(a) by special resolution (see section 78), or

(b) by other means provided for by the company's articles (see section 79).

(2) The name of a company may also be changed—

(a) by resolution of the directors acting under section 64 (change of name to comply with direction of Secretary of State under that section);

(b) on the determination of a new name by a company names adjudicator under section 73 (powers of adjudicator on upholding objection to company name);

(c) on the determination of a new name by the court under section 74 (appeal against decision of company names adjudicator);

(d) under section 1033 (company's name on restoration to the register).

(e) by resolution of the directors acting under section 45(3) of the Charities Act 2011 (change of name to comply with direction of Charity Commission).

Change of name by special resolution

78

(1) Where a change of name has been agreed to by a company by special resolution, the company must give notice to the registrar.

This is in addition to the obligation to forward a copy of the resolution to the registrar.

(2) Where a change of name by special resolution is conditional on the occurrence of an event, the notice given to the registrar of the change must—

(a) specify that the change is conditional, and

(b) state whether the event has occurred.

(3) If the notice states that the event has not occurred—

(a) the registrar is not required to act under section 80 (registration and issue of new certificate of incorporation) until further notice,

(b) when the event occurs, the company must give notice to the registrar stating that it has occurred, and

Change of name by means provided for in company's articles

79

(1) Where a change of a company's name has been made by other means provided for by its articles—

(a) the company must give notice to the registrar, and

(b) the notice must be accompanied by a statement that the change of name has been made by means provided for by the company's articles.

(2) The registrar may rely on the statement as sufficient evidence of the matters stated in it.

Change of name: registration and issue of new certificate of incorporation

80

(1) This section applies where—

(a) the registrar receives notice of a change of a company’s name and is satisfied—

(i) that the new name complies with the requirements of this Part, and

(ii) that the requirements of the Companies Acts, and any relevant requirements of the company’s articles, with respect to a change of name are complied with, or

(b) the registrar determines a new name for a company under section 76C or 76D.

(2) The registrar must enter the new name on the register in place of the former name.

(3) On the registration of the new name, the registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

Change of name: effect

81

(1) A change of a company's name has effect from the date on which the new certificate of incorporation is issued.

(2) The change does not affect any rights or obligations of the company or render defective any legal proceedings by or against it.

(3) Any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name.

Chapter 6 — Trading disclosures

Requirement to disclose company name etc

82

(1) The Secretary of State may by regulations make provision requiring companies—

(a) to display specified information in specified locations,

(b) to state specified information in specified descriptions of document or communication, and

(2) The regulations—

(a) must in every case require disclosure of the name of the company, and

(b) may make provision as to the manner in which any specified information is to be displayed, stated or provided.

(3) The regulations may provide that, for the purposes of any requirement to disclose a company's name, any variation between a word or words required to be part of the name and a permitted abbreviation of that word or those words (or vice versa) shall be disregarded.

(4) In this section “specified” means specified in the regulations.

(5) Regulations under this section are subject to affirmative resolution procedure.

Civil consequences of failure to make required disclosure

83

(1) This section applies to any legal proceedings brought by a company to which section 82 applies (requirement to disclose company name etc) to enforce a right arising out of a contract made in the course of a business in respect of which the company was, at the time the contract was made, in breach of regulations under that section.

(2) The proceedings shall be dismissed if the defendant (in Scotland, the defender) to the proceedings shows—

(a) that he has a claim against the claimant (pursuer) arising out of the contract that he has been unable to pursue by reason of the latter's breach of the regulations, or

(b) that he has suffered some financial loss in connection with the contract by reason of the claimant's (pursuer's) breach of the regulations,

unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.

(3) This section does not affect the right of any person to enforce such rights as he may have against another person in any proceedings brought by that person.

Criminal consequences of failure to make required disclosures

84

(1) Regulations under section 82 may provide—

(a) that where a company fails, without reasonable excuse, to comply with any specified requirement of regulations under that section an offence is committed by—

(i) the company, and

(ii) every officer of the company who is in default;

(b) that a person guilty of such an offence is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(2) The regulations may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.

(3) In subsection (1)(a) “specified” means specified in the regulations.

Minor variations in form of name to be left out of account

85

(1) For the purposes of this Chapter, in considering a company's name no account is to be taken of—

(a) whether upper or lower case characters (or a combination of the two) are used,

(b) whether diacritical marks or punctuation are present or absent,

(c) whether the name is in the same format or style as is specified under section 57(1)(b) for the purposes of registration,

provided there is no real likelihood of names differing only in those respects being taken to be different names.

(2) This does not affect the operation of regulations under section 57(1)(a) permitting only specified characters, diacritical marks or punctuation.

Part 6 — A company's registered office and email address

General

Duty to ensure registered office at appropriate address

86

(1) A company must ensure that its registered office is at all times at an appropriate address.

(2) An address is an “appropriate address” if, in the ordinary course of events—

(a) a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and

(b) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

(3) If a company fails, without reasonable excuse, to comply with this section 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 this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, 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.

(5) Subsection (1) does not apply in relation to a company during any period for which the address of its registered office is a default address nominated by virtue of section 1097A(3)(h).

Change of address of registered office

87

(1) A company may change the address of its registered office by giving notice to the registrar.

(1A) The notice must include a statement that the new address is an appropriate address within the meaning given by section 86(2).

(2) The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered.

(3) For the purposes of any duty of a company—

(a) to keep available for inspection at its registered office any register, index or other document, or

(b) to mention the address of its registered office in any document,

a company that has given notice to the registrar of a change in the address of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.

(4) Where a company unavoidably ceases to perform at its registered office any such duty as is mentioned in subsection (3)(a) in circumstances in which it was not practicable to give prior notice to the registrar of a change in the address of its registered office, but—

(a) resumes performance of that duty at other premises as soon as practicable, and

(b) gives notice accordingly to the registrar of a change in the situation of its registered office within 14 days of doing so,

it is not to be treated as having failed to comply with that duty.

Welsh companies

88

(1) In the Companies Acts a “Welsh company” means a company as to which it is stated in the register that its registered office is to be situated in Wales.

(2) A company—

(a) whose registered office is in Wales, and

(b) as to which it is stated in the register that its registered office is to be situated in England and Wales,

may by special resolution require the register to be amended so that it states that the company's registered office is to be situated in Wales.

(3) A company—

(a) whose registered office is in Wales, and

(b) as to which it is stated in the register that its registered office is to be situated in Wales,

may by special resolution require the register to be amended so that it states that the company's registered office is to be situated in England and Wales.

(4) Where a company passes a resolution under this section it must give notice to the registrar, who shall—

(a) amend the register accordingly, and

(b) issue a new certificate of incorporation altered to meet the circumstances of the case.

Registered email address

Duty to maintain a registered email address

88A

(1) A company must ensure that its registered email address is at all times an appropriate email address.

(2) An email address is an “appropriate email address” if, in the ordinary course of events, emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the company.

(3) If a company fails, without reasonable excuse, to comply with this section 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 this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, 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.

Change of registered email address

88B

(1) A company may change its registered email address by giving notice to the registrar.

(2) The notice must include a statement that the new address is an appropriate email address within the meaning given by section 88A(2).

(3) The change takes effect upon the notice being registered by the registrar.

Part 7 — Re-registration as a means of altering a company's status

Introductory

Alteration of status by re-registration

89

A company may by re-registration under this Part alter its status—

(a) from a private company to a public company (see sections 90 to 96);

(b) from a public company to a private company (see sections 97 to 101);

(d) from an unlimited private company to a limited company (see sections 105 to 108);

(e) from a public company to an unlimited private company (see sections 109 to 111).

Private company becoming public

Re-registration of private company as public

90

(1) A private company (whether limited or unlimited) may be re-registered as a public company limited by shares if—

(a) a special resolution that it should be so re-registered is passed,

(b) the conditions specified below are met, and

(i) the other documents required by that section, and

(ii) a statement of compliance.

(2) The conditions are—

(a) that the company has a share capital;

(b) that the requirements of section 91 are met as regards its share capital;

(d) if section 93 applies (recent allotment of shares for non-cash consideration), that the requirements of that section are met; and

(e) that the company has not previously been re-registered as unlimited.

(3) The company must make such changes—

(a) in its name, and

(b) in its articles,

as are necessary in connection with its becoming a public company.

(4) If the company is unlimited it must also make such changes in its articles as are necessary in connection with its becoming a company limited by shares.

91

(1) The following requirements must be met at the time the special resolution is passed that the company should be re-registered as a public company—

(a) the nominal value of the company's allotted share capital must be not less than the authorised minimum;

(b) each of the company's allotted shares must be paid up at least as to one-quarter of the nominal value of that share and the whole of any premium on it;

(c) if any shares in the company or any premium on them have been fully or partly paid up by an undertaking given by any person that he or another should do work or perform services (whether for the company or any other person), the undertaking must have been performed or otherwise discharged;

(d) if shares have been allotted as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash, and the consideration for the allotment consists of or includes an undertaking to the company (other than one to which paragraph (c) applies), then either—

(i) the undertaking must have been performed or otherwise discharged, or

(ii) there must be a contract between the company and some person pursuant to which the undertaking is to be performed within five years from the time the special resolution is passed.

(2) For the purpose of determining whether the requirements in subsection (1)(b), (c) and (d) are met, the following may be disregarded—

(a) shares allotted—

(i) before 22nd June 1982 in the case of a company then registered in Great Britain, or

(ii) before 31st December 1984 in the case of a company then registered in Northern Ireland;

(b) shares allotted in pursuance of an employees' share scheme by reason of which the company would, but for this subsection, be precluded under subsection (1)(b) (but not otherwise) from being re-registered as a public company.

(3) No more than one-tenth of the nominal value of the company's allotted share capital is to be disregarded under subsection (2)(a).

For this purpose the allotted share capital is treated as not including shares disregarded under subsection (2)(b).

(4) Shares disregarded under subsection (2) are treated as not forming part of the allotted share capital for the purposes of subsection (1)(a).

(5) A company must not be re-registered as a public company if it appears to the registrar that—

(a) the company has resolved to reduce its share capital,

(b) the reduction—

(i) is made under section 626 (reduction in connection with redenomination of share capital),

(ii) is supported by a solvency statement in accordance with section 643, or

(iii) has been confirmed by an order of the court under section 648, and

(c) the effect of the reduction is, or will be, that the nominal value of the company's allotted share capital is below the authorised minimum.

Requirements as to net assets

92

(1) A company applying to re-register as a public company must obtain—

(a) a balance sheet prepared as at a date not more than seven months before the date on which the application is delivered to the registrar,

(b) an unqualified report by the company's auditor on that balance sheet, and

(c) a written statement by the company's auditor that in his opinion at the balance sheet date the amount of the company's net assets was not less than the aggregate of its called-up share capital and undistributable reserves.

(2) Between the balance sheet date and the date on which the application for re-registration is delivered to the registrar, there must be no change in the company's financial position that results in the amount of its net assets becoming less than the aggregate of its called-up share capital and undistributable reserves.

(3) In subsection (1)(b) an “unqualified report” means—

(a) if the balance sheet was prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the requirements of this Act;

(b) if the balance sheet was not prepared for a financial year of the company, a report stating without material qualification the auditor's opinion that the balance sheet has been properly prepared in accordance with the provisions of this Act which would have applied if it had been prepared for a financial year of the company.

(4) For the purposes of an auditor's report on a balance sheet that was not prepared for a financial year of the company, the provisions of this Act apply with such modifications as are necessary by reason of that fact.

(5) For the purposes of subsection (3) a qualification is material unless the auditor states in his report that the matter giving rise to the qualification is not material for the purpose of determining (by reference to the company's balance sheet) whether at the balance sheet date the amount of the company's net assets was not less than the aggregate of its called-up share capital and undistributable reserves.

(6) In this Part “net assets” and “undistributable reserves” have the same meaning as in section 831 (net asset restriction on distributions by public companies).

Recent allotment of shares for non-cash consideration

93

(1) This section applies where—

(a) shares are allotted by the company in the period between the date as at which the balance sheet required by section 92 is prepared and the passing of the resolution that the company should re-register as a public company, and

(b) the shares are allotted as fully or partly paid up as to their nominal value or any premium on them otherwise than in cash.

(2) The registrar shall not entertain an application by the company for re-registration as a public company unless—

(a) the requirements of section 593(1)(a) and (b) have been complied with (independent valuation of non-cash consideration; valuer's report to company not more than six months before allotment), or

(b) the allotment is in connection with—

(i) a share exchange (see subsections (3) to (5) below), or

(ii) a proposed merger with another company (see subsection (6) below).

(3) An allotment is in connection with a share exchange if—

(a) the shares are allotted in connection with an arrangement under which the whole or part of the consideration for the shares allotted is provided by—

(i) the transfer to the company allotting the shares of shares (or shares of a particular class) in another company, or

(ii) the cancellation of shares (or shares of a particular class) in another company; and

(b) the allotment is open to all the holders of the shares of the other company in question (or, where the arrangement applies only to shares of a particular class, to all the holders of the company's shares of that class) to take part in the arrangement in connection with which the shares are allotted.

(4) In determining whether a person is a holder of shares for the purposes of subsection (3), there shall be disregarded—

(a) shares held by, or by a nominee of, the company allotting the shares;

(b) shares held by, or by a nominee of—

(i) the holding company of the company allotting the shares,

(ii) a subsidiary of the company allotting the shares, or

(iii) a subsidiary of the holding company of the company allotting the shares.

(5) It is immaterial, for the purposes of deciding whether an allotment is in connection with a share exchange, whether or not the arrangement in connection with which the shares are allotted involves the issue to the company allotting the shares of shares (or shares of a particular class) in the other company.

(6) There is a proposed merger with another company if one of the companies concerned proposes to acquire all the assets and liabilities of the other in exchange for the issue of its shares or other securities to shareholders of the other (whether or not accompanied by a cash payment).

“Another company” includes any body corporate.

(7) For the purposes of this section—

(a) the consideration for an allotment does not include any amount standing to the credit of any of the company's reserve accounts, or of its profit and loss account, that has been applied in paying up (to any extent) any of the shares allotted or any premium on those shares; and

(b) “arrangement” means any agreement, scheme or arrangement, (including an arrangement sanctioned in accordance with—

(i) Part 26 or 26A of this Act (arrangements and reconstructions), or

(ii) section 110 of the Insolvency Act 1986 (c. 45) or Article 96 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liquidator in winding up accepting shares as consideration for sale of company's property)).

Application and accompanying documents

94

(1) An application for re-registration as a public company must contain—

(a) a statement of the company's proposed name on re-registration; and

(b) in the case of a company without a secretary, a statement of the company's proposed secretary (see section 95).

(2) The application must be accompanied by—

(a) a copy of the special resolution that the company should re-register as a public company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3);

(b) a copy of the company's articles as proposed to be amended;

(d) if section 93 applies (recent allotment of shares for non-cash consideration), a copy of the valuation report (if any) under subsection (2)(a) of that section; and

(e) a statement of the aggregate amount paid up on the shares of the company on account of their nominal value.

(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a public company have been complied with.

(4) The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a public company.

Statement of proposed secretary

95

(1) The statement of the company's proposed secretary must contain the required information about the person who is or the persons who are to be the secretary or joint secretaries of the company.

(2) For the required information in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.

(3) The statement must also include a statement by the company that the person named as secretary, or each of the persons named as joint secretaries, has consented to act in the relevant capacity.

If all the partners in a firm are to be joint secretaries, consent may be given by one partner on behalf of all of them.

Issue of certificate of incorporation on re-registration

96

(1) If on an application for re-registration as a public company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2) The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3) The certificate must state that it is issued on re-registration and the date on which it is issued.

(4) On the issue of the certificate—

(a) the company by virtue of the issue of the certificate becomes a public company,

(b) the changes in the company's name and articles take effect, and

(c) where the application contained a statement under section 95 (statement of proposed secretary), the person or persons named in the statement as secretary or joint secretary of the company are deemed to have been appointed to that office.

(5) The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

Public company becoming private

Re-registration of public company as private limited company

97

(1) A public company may be re-registered as a private limited company if—

(a) a special resolution that it should be so re-registered is passed,

(b) the conditions specified below are met, and

(i) the other documents required by that section, and

(ii) a statement of compliance.

(2) The conditions are that—

(a) where no application under section 98 for cancellation of the resolution has been made—

(i) having regard to the number of members who consented to or voted in favour of the resolution, no such application may be made, or

(ii) the period within which such an application could be made has expired, or

(b) where such an application has been made—

(i) the application has been withdrawn, or

(ii) an order has been made confirming the resolution and a copy of that order has been delivered to the registrar.

(3) The company must make such changes—

(a) in its name, and

(b) in its articles,

as are necessary in connection with its becoming a private company limited by shares or, as the case may be, by guarantee.

Application to court to cancel resolution

98

(1) Where a special resolution by a public company to be re-registered as a private limited company has been passed, an application to the court for the cancellation of the resolution may be made—

(a) by the holders of not less in the aggregate than 5% in nominal value of the company's issued share capital or any class of the company's issued share capital (disregarding any shares held by the company as treasury shares);

(b) if the company is not limited by shares, by not less than 5% of its members; or

but not by a person who has consented to or voted in favour of the resolution.

(2) The application must be made within 28 days after the passing of the resolution and may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose.

(3) On the hearing of the application the court shall make an order either cancelling or confirming the resolution.

(4) The court may—

(a) make that order on such terms and conditions as it thinks fit,

(b) if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and

(c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.

(5) The court's order may, if the court thinks fit—

(a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital; and

(b) make such alteration in the company's articles as may be required in consequence of that provision.

(6) The court's order may, if the court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the court.

(7) In this section and section 99(3) “the court”, in England and Wales, means the High Court

Notice to registrar of court application or order

99

(1) On making an application under section 98 (application to court to cancel resolution) the applicants, or the person making the application on their behalf, must immediately give notice to the registrar.

This is without prejudice to any provision of rules of court as to service of notice of the application.

(2) On being served with notice of any such application, the company must immediately give notice to the registrar.

(3) Within 15 days of the making of the court's order on the application, or such longer period as the court may at any time direct, the company must deliver to the registrar a copy of the order.

(4) If a company fails to comply with subsection (2) or (3) an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Application and accompanying documents

100

(1) An application for re-registration as a private limited company must contain a statement of the company's proposed name on re-registration.

(2) The application must be accompanied by—

(a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3); and

(b) a copy of the company's articles as proposed to be amended.

(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a private limited company have been complied with.

(4) The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a private limited company.

Issue of certificate of incorporation on re-registration

101

(1) If on an application for re-registration as a private limited company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2) The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3) The certificate must state that it is issued on re-registration and the date on which it is issued.

(4) On the issue of the certificate—

(a) the company by virtue of the issue of the certificate becomes a private limited company, and

(b) the changes in the company's name and articles take effect.

(5) The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

Private limited company becoming unlimited

Re-registration of private limited company as unlimited

102

(1) A private limited company may be re-registered as an unlimited company if—

(a) all the members of the company have assented to its being so re-registered,

(b) the condition specified below is met, and

(i) the other documents required by that section, and

(ii) a statement of compliance.

(2) The condition is that the company has not previously been re-registered as limited.

(3) The company must make such changes in its name and its articles—

(a) as are necessary in connection with its becoming an unlimited company; and

(b) if it is to have a share capital, as are necessary in connection with its becoming an unlimited company having a share capital.

(4) For the purposes of this section—

(a) a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company's becoming unlimited; and

(b) the personal representative of a deceased member of the company may assent on behalf of the deceased.

(5) In subsection (4)(a), “a trustee in bankruptcy of a member of the company” includes—

(a) a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;

(b) a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act 2016) granted by a member of the company.

Application and accompanying documents

103

(1) An application for re-registration as an unlimited company must contain a statement of the company's proposed name on re-registration.

(2) The application must be accompanied by—

(a) the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company;

(b) a copy of the company's articles as proposed to be amended.

(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited company have been complied with.

(4) The statement must contain a statement by the directors of the company—

(a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and

(b) if any of the members have not authenticated that form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so.

(5) The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as an unlimited company.

Issue of certificate of incorporation on re-registration

104

(1) If on an application for re-registration of a private limited company as an unlimited company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2) The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3) The certificate must state that it is issued on re-registration and the date on which it is issued.

(4) On the issue of the certificate—

(a) the company by virtue of the issue of the certificate becomes an unlimited company, and

(b) the changes in the company's name and articles take effect.

(5) The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

Unlimited private company becoming limited

Re-registration of unlimited company as limited

105

(1) An unlimited company may be re-registered as a private limited company if—

(a) a special resolution that it should be so re-registered is passed,

(b) the condition specified below is met, and

(i) the other documents required by that section, and

(ii) a statement of compliance.

(2) The condition is that the company has not previously been re-registered as unlimited.

(3) The special resolution must state whether the company is to be limited by shares or by guarantee.

(4) The company must make such changes—

(a) in its name, and

(b) in its articles,

as are necessary in connection with its becoming a company limited by shares or, as the case may be, by guarantee.

Application and accompanying documents

106

(1) An application for re-registration as a limited company must contain a statement of the company's proposed name on re-registration.

(2) The application must be accompanied by—

(a) a copy of the resolution that the company should re-register as a private limited company (unless a copy has already been forwarded to the registrar under Chapter 3 of Part 3);

(b) if the company is to be limited by guarantee, a statement of guarantee;

(3) The statement of guarantee required to be delivered in the case of a company that is to be limited by guarantee must state that each member undertakes that, if the company is wound up while he is a member, or within one year after he ceases to be a member, he will contribute to the assets of the company such amount as may be required for—

(a) payment of the debts and liabilities of the company contracted before he ceases to be a member,

(b) payment of the costs, charges and expenses of winding up, and

not exceeding a specified amount.

(4) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as a limited company have been complied with.

(5) The registrar may accept the statement of compliance as sufficient evidence that the company is entitled to be re-registered as a limited company.

Issue of certificate of incorporation on re-registration

107

(1) If on an application for re-registration of an unlimited company as a limited company the registrar is satisfied that the company is entitled to be so re-registered, the company shall be re-registered accordingly.

(2) The registrar must issue a certificate of incorporation altered to meet the circumstances of the case.

(3) The certificate must state that it is issued on re-registration and the date on which it is so issued.

(4) On the issue of the certificate—

(a) the company by virtue of the issue of the certificate becomes a limited company, and

(b) the changes in the company's name and articles take effect.

(5) The certificate is conclusive evidence that the requirements of this Act as to re-registration have been complied with.

108

(1) A company which on re-registration under section 107 already has allotted share capital must within 15 days after the re-registration deliver a statement of capital to the registrar.

(2) This does not apply if the information which would be included in the statement has already been sent to the registrar in—

(a) a statement of capital and initial shareholdings (see section 10), or

(b) (if different) the last statement of capital sent by the company.

(3) The statement of capital must state with respect to the company's share capital on re-registration—

(a) the total number of shares of the company,

(b) the aggregate nominal value of those shares,

(ba) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and

(i) prescribed particulars of the rights attached to the shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class, ...

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) If default is made in complying with this section, an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Public company becoming private and unlimited

Re-registration of public company as private and unlimited

109

(1) A public company limited by shares may be re-registered as an unlimited private company with a share capital if—

(a) all the members of the company have assented to its being so re-registered,

(b) the condition specified below is met, and

(i) the other documents required by that section, and

(ii) a statement of compliance.

(2) The condition is that the company has not previously been re-registered—

(a) as limited, or

(b) as unlimited.

(3) The company must make such changes—

(a) in its name, and

(b) in its articles,

as are necessary in connection with its becoming an unlimited private company.

(4) For the purposes of this section—

(a) a trustee in bankruptcy of a member of the company is entitled, to the exclusion of the member, to assent to the company's re-registration; and

(b) the personal representative of a deceased member of the company may assent on behalf of the deceased.

(5) In subsection (4)(a), “a trustee in bankruptcy of a member of the company” includes—

(a) a trustee or interim trustee in the sequestration under the Bankruptcy (Scotland) Act 2016 of the estate of a member of the company;

(b) a trustee under a protected trustee deed (within the meaning of the Bankruptcy (Scotland) Act 2016) granted by a member of the company.

Application and accompanying documents

110

(1) An application for re-registration of a public company as an unlimited private company must contain a statement of the company's proposed name on re-registration.

(2) The application must be accompanied by—

(a) the prescribed form of assent to the company's being registered as an unlimited company, authenticated by or on behalf of all the members of the company, and

(b) a copy of the company's articles as proposed to be amended.

(3) The statement of compliance required to be delivered together with the application is a statement that the requirements of this Part as to re-registration as an unlimited private company have been complied with.

(4) The statement must contain a statement by the directors of the company—

(a) that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and

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