Legalize / United Kingdom / Public General Act

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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(6) The regulations must confer a right on a company to appeal to the court against any decision to change the address of its registered office under the regulations.

(6A) If the regulations enable a person to apply for a company’s registered office to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.

(7) On an appeal, the court must direct the registrar to register such address as the registered office of the company as the court considers appropriate in all the circumstances of the case.

(8) The regulations may make further provision about an appeal and in particular—

(a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought,

(b) provision for the suspension, pending the outcome of an appeal, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information,

(9) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

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

Rectification of register: service addresses

1097B

(1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change a registered service address of a relevant person if satisfied that the address does not meet the requirements of section 1141(1) and (2).

(2) In this section—

“registered service address”, in relation to a relevant person, means the address for the time being shown in the register as the person’s current service address;

“relevant person” means—a director of a company that is not an overseas company,a secretary or one of the joint secretaries of a company that is not an overseas company, ora registrable person or registrable relevant legal entity in relation to a company (within the meanings given by section 790C).

(3) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

(4) The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change.

(5) 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,

(c) the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,

(d) the notice to be given of an application or that the registrar is considering the exercise of powers under the regulations,

(e) the notice to be given of any decision under the regulations,

(f) the period in which objections to an application may be made,

(g) how the registrar is to determine whether a registered service address meets the requirements of section 1141(1) and (2), including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the address meets those requirements,

(h) the referral by the registrar of any question for determination by the court,

(i) the registrar requiring the company to provide an address to be registered as the relevant person’s service address,

(j) the nomination by the registrar of an address (a “default address”) to be registered as the relevant person’s service address (which need not meet the requirements of section 1141(1) and (2)),

(k) the period for which the default address is permitted to be the relevant person’s registered service address, and

(l) when the change of address takes effect and the consequences of registration of the change (including provision similar or corresponding to section 1140(5)).

(6) The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with 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.

(7) The regulations must confer a right on the company to appeal to the court against any decision to change the relevant person’s registered service address under the regulations.

(8) If the regulations enable a person to apply for a registered service address to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.

(9) On an appeal, the court must direct the registrar to register such address as the relevant person’s registered service address as the court considers appropriate in all the circumstances of the case.

(10) The regulations may make further provision about an appeal and in particular—

(a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought;

(b) further provision about directions by virtue of subsection (9).

(11) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

(12) Regulations under this section may in particular confer a discretion on the registrar.

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

Rectification of register: principal office addresses

1097C

(1) The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address registered as the principal office of a relevant person if satisfied that the address is not in fact their principal office.

(2) In this section—

“address registered as the principal office”, in relation to a relevant person, means the address for the time being shown in the register as the address of the person’s current principal office;

“relevant person” means—a director of a company that is not an overseas company,a secretary or one of the joint secretaries of a company that is not an overseas company,a registrable relevant legal entity in relation to a company (within the meaning given by section 790C), ora registrable person in relation to a company (within the meaning given by section 790C) who falls within section 790C(12).

(3) The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

(4) The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change.

(5) 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,

(c) the registrar requiring the company or an applicant to provide information for the purposes of determining anything under the regulations,

(d) the notice to be given of an application or that the registrar is considering the exercise of powers under the regulations,

(e) the notice to be given of any decision under the regulations,

(f) the period in which objections to an application may be made,

(g) how the registrar is to determine whether an address registered as the principal office of a relevant person is in fact the person’s principal office, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the address meets those requirements,

(h) the referral by the registrar of any question for determination by the court,

(i) the registrar requiring the company to provide an address to be registered as the principal office of the relevant person,

(j) the nomination by the registrar of an address (a “default address”) to be registered as the principal office of the relevant person (which need not be the relevant person’s actual principal office),

(k) the period for which the default address is permitted to be the address registered as the principal office of the relevant person, and

(l) when the change of address takes effect and the consequences of registration of the change.

(6) The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with 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.

(7) The regulations must confer a right on the company to appeal to the court against any decision to change the address registered as the principal office of the relevant person under the regulations.

(8) If the regulations enable a person to apply for the address registered as the principal office of a relevant person to be changed, the regulations must also confer a right on the applicant to appeal to the court against a refusal of the application.

(9) On an appeal, the court must direct the registrar to register such address as the principal office of the relevant person as the court considers appropriate in all the circumstances of the case.

(10) The regulations may make further provision about an appeal and in particular—

(a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought;

(b) further provision about directions by virtue of subsection (9).

(11) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

(12) Regulations under this section may in particular confer a discretion on the registrar.

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

Public notice of removal of certain material from the register

1098

(1) The registrar must cause to be published—

(a) in the Gazette, or

(b) in accordance with section 1116 (alternative means of giving public notice),

notice of the removal from the register of an enhanced disclosure document (see section 1078) or of any material derived from such a document.

(2) The notice must state the name and registered number of the company, the description of document and the date of receipt.

Authorised corporate service providers

Meaning of “authorised corporate service provider”

1098A

In this Act “authorised corporate service provider” means a person—

(a) whose application to the registrar to become an authorised corporate service provider for the purposes of this Act has been granted (see section 1098B),

(b) who has not since ceased to be an authorised corporate service provider by virtue of section 1098F, and

(c) whose status as an authorised corporate service provider is not for the time being suspended by virtue of section 1098F.

Application to become authorised corporate service provider

1098B

(1) A person may apply to the registrar to become an authorised corporate service provider for the purposes of this Act if—

(a) the person is a relevant person as defined by regulation 8(1) of the Money Laundering Regulations,

(b) in the case of an individual, their identity is verified (see section 1110A), and

(c) the person meets any other requirements imposed by regulations made by the Secretary of State for the purposes of this paragraph.

(2) An application under this section must contain—

(a) the name of the applicant’s supervisory authority or authorities for the purposes of the Money Laundering Regulations,

(b) the required information about the applicant (see section 1098C), and

(c) in the case of an application by an individual, a statement that the individual’s identity is verified (see section 1110A).

(See also section 1098D, which imposes restrictions on who may deliver an application under this section on behalf of a firm.)

(3) Where an application is made under this section, the registrar must check with the supervisory authority, or at least one of the supervisory authorities, specified in the application, to find out whether the applicant is known to and supervised by that authority.

(4) Having carried out that check, the registrar must grant the application if—

(a) the supervisory authority, or at least one of the supervisory authorities, specified in the application has confirmed that the applicant is known to and supervised by that authority,

(b) where the applicant is an individual, the registrar is satisfied that their identity is verified (see section 1110A),

(c) any other conditions that may be specified by regulations made by the Secretary of State for the purposes of this paragraph are met, and

(d) the registrar is not required by subsection (5) to refuse the application.

(5) The registrar must refuse the application if it appears to the registrar that the applicant is not a fit and proper person to carry out the functions of an authorised corporate service provider.

(6) The provision that can be made in regulations under subsection (4)(c) includes provision conferring a discretion on the registrar.

(7) Regulations under subsection (1)(c) or (4)(c) are subject to affirmative resolution procedure.

(8) For the purposes of this section—

“Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);

“supervised”: a person is supervised by a supervisory authority if regulation 7(1) of the Money Laundering Regulations provides that it is a supervisory authority for that person;

“supervisory authority” means an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations).

The required information about an applicant

1098C

(1) The “required information” about the applicant, in the case of a firm that is applying to become an authorised corporate service provider, means—

(a) firm name,

(b) principal office,

(d) an email address,

(e) the legal form of the firm and the law by which it is governed, ...

(ea) any registration number allocated to the firm in respect of its registration in a register maintained under regulation 54 or 55 of the Money Laundering Regulations, and

(f) if applicable, any other register in which it is entered (including details of the state) and its registration number in that register.

(2) The “required information” about the applicant, in the case of an individual who is applying to become an authorised corporate service provider, means—

(a) name, nationality and date of birth,

(b) a service address,

(d) the part of the United Kingdom in which the person is usually resident or, if the person is usually resident in a country or state outside the United Kingdom, that country or state , and

(e) any registration number allocated to the individual in respect of their registration in a register maintained under regulation 54 or 55 of the Money Laundering Regulations.

(3) In subsection (2)(a) “name” means forename and surname.

(4) Where the applicant is a peer or an individual usually known by a title, the requirement for the application to contain their name may be satisfied by providing that title instead of the individual’s forename and surname.

(4A) For the purposes of this section “Money Laundering Regulations” has the meaning given by section 1098B(8) (application to become authorised corporate service provider).

(5) The Secretary of State may by regulations—

(a) amend this section so as to change the required information about the applicant in the case of a firm or individual applying to become an authorised corporate service provider;

(b) repeal subsection (4).

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

Delivery of applications under section 1098B on behalf of a firm

1098D

An application under section 1098B by a firm mentioned in the first column of the table—

(a) must be delivered to the registrar on its behalf by a relevant officer mentioned in the second column who is an individual (see also section 1067A(2)), and

(b) must be accompanied by a statement by the individual confirming their status as a relevant officer of the firm.

Firm	Relevant officer
company	director
body corporate other than a company	where the body’s affairs are managed by its members, a member of the body;in any other case, any officer of the body whose functions correspond to that of a director of a company.
partnership	in relation to a limited partnership, a general partner as defined by section 3 of the Limited Partnerships Act 1907;in relation to any other partnership, a member of the partnership
unincorporated body other than a partnership	where the body’s affairs are managed by its members, a member of the body;in any other case, a member of the governing body.

Updating duties of authorised corporate service providers

1098E

(1) A person who is an authorised corporate service provider must notify the registrar of any change in its supervisory authority or authorities for the purposes of the Money Laundering Regulations within the period of 14 days beginning with the date on which the change occurs.

(2) Where the change is the result of an agreement under regulation 7(2) of the Money Laundering Regulations, for the purposes of this section the change is not to be treated as having occurred until the authority that has agreed to act notifies the person or publishes the agreement under regulation 7(3).

(3) A person who, without reasonable excuse, fails to comply with this section commits an offence.

(4) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(5) 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.

(6) In this section “Money Laundering Regulations” and “supervisory authority” have the meanings given by section 1098B(8).

Ceasing to be an authorised corporate service provider

1098F

(1) A person ceases to be an authorised corporate service provider if the person ceases to be a relevant person as defined by regulation 8(1) of the Money Laundering Regulations.

(2) The Secretary of State may by regulations—

(a) provide for other circumstances in which a person ceases to be an authorised corporate service provider, whether automatically or as a result of a decision taken by the registrar;

(b) provide for circumstances in which the registrar may suspend a person’s status as an authorised corporate service provider pending a decision by the registrar under regulations made by virtue of paragraph (a).

(3) The provision that can be made under subsection (2) includes provision as to—

(a) procedure;

(b) the period of a suspension;

(4) The provision that can be made in regulations under subsection (2) includes provision conferring a discretion on the registrar.

(5) Regulations under subsection (2) are subject to affirmative resolution procedure.

(6) In this section “Money Laundering Regulations” has the meaning given by section 1098B(8).

Power to impose duties to provide information

1098G

(1) The Secretary of State may by regulations require a person who is or has been an authorised corporate service provider to provide information to the registrar in accordance with the regulations (including information for the purpose of monitoring compliance with the requirements of this Act).

(2) The provision that may be made by regulations under subsection (1) includes provision requiring information to be provided on request, on the occurrence of an event or at regular intervals.

(3) The circumstances that may be specified under section 1098F(2) include failure to comply with a requirement under subsection (1).

(4) Regulations under this section may create offences in relation to failures to comply with requirements imposed by the regulations.

(5) The regulations must provide for any such offence to be punishable on summary conviction—

(a) in England and Wales with a fine;

(b) in Scotland or Northern Ireland, with 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.

(6) The provision that can be made in regulations under this section includes provision conferring a discretion on the registrar.

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

Power to enable authorisation of foreign corporate service providers

1098H

(1) The Secretary of State may by regulations make provision for the purposes of enabling a person who is subject to a relevant regulatory regime under the law of a territory outside the United Kingdom to become an authorised corporate service provider, even if the person is not a relevant person as defined by regulation 8(1) of the Money Laundering Regulations.

(2) In subsection (1) “relevant regulatory regime” means a regulatory regime that, in the opinion of the Secretary of State, has similar objectives to the regulatory regime under the Money Laundering Regulations for relevant persons and is likely to be no less effective in achieving those objectives.

(3) Regulations under this section—

(a) may amend any of sections 1098B to 1098G or insert new sections into this Act;

(b) may make consequential amendments or repeals in other provisions of this Act.

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

(5) In this section “Money Laundering Regulations” has the meaning given by section 1098B(8).

The registrar's index of company names

1099

(1) The registrar of companies must keep an index of the names of the companies and other bodies to which this section applies.

This is “the registrar's index of company names”.

(2) This section applies to—

(a) UK-registered companies;

(b) any body to which any provision of the Companies Acts applies by virtue of regulations under section 1043 (unregistered companies); and

(c) overseas companies that have registered particulars with the registrar under section 1046, other than companies that appear to the registrar not to be required to do so.

(3) This section also applies to—

(a) limited partnerships registered in the United Kingdom (within the meaning of section 3 of the Limited Partnerships Act 1907);

(b) limited liability partnerships incorporated in the United Kingdom;

(ca) EEIG establishments, within the meaning of regulation 2(1) of the European Economic Interest Grouping Regulations 1989;

(d) open-ended investment companies authorised in the United Kingdom;

(e) societies registered under the Industrial and Provident Societies Act 1965 (c. 12) or the Co-operative and Community Benefit Societies Act 2014.

(f) protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.

(f) charitable incorporated organisations within the meaning of Part 11 of the Charities Act 2011;

(g) Scottish charitable incorporated organisations within the meaning of Chapter 7, Part 1 of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10)

(4) The Secretary of State may by order amend subsection (3)—

(a) by the addition of any description of body;

(b) by the deletion of any description of body.

(5) Any such order is subject to negative resolution procedure.

Right to inspect index

1100

Any person may inspect the registrar's index of company names.

Power to amend enactments relating to bodies other than companies

1101

(1) The Secretary of State may by regulations amend the enactments relating to any description of body for the time being within section 1099(3) (bodies other than companies whose names are to be entered in the registrar's index), so as to—

(a) require the registrar to be provided with information as to the names of bodies registered, incorporated, authorised or otherwise regulated under those enactments, and

(b) make provision in relation to such bodies corresponding to that made by—

section 66 (company name not to be the same as another in the index), and

sections 67 and 68 (power to direct change of company name in case of similarity to existing name).

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

Language requirements: translation

Application of language requirements

1102

(1) The provisions listed below apply to all documents required to be delivered to the registrar under any provision of—

(a) the Companies Acts, or

(b) the Insolvency Act 1986 (c. 45) or the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

(2) The Secretary of State may make provision by regulations applying all or any of the listed provisions, with or without modifications, in relation to documents delivered to the registrar under any other enactment.

(3) The provisions are—

section 1103 (documents to be drawn up and delivered in English),

section 1104 (documents relating to Welsh companies),

section 1105 (documents that may be drawn up and delivered in other languages),

section 1107 (certified translations).

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

Documents to be drawn up and delivered in English

1103

(1) The general rule is that all documents required to be delivered to the registrar must be drawn up and delivered in English.

(2) This is subject to—

section 1104 (documents relating to Welsh companies) and

section 1105 (documents that may be drawn up and delivered in other languages).

Documents relating to Welsh companies

1104

(1) Documents relating to a Welsh company may be drawn up and delivered to the registrar in Welsh.

(2) On delivery to the registrar any such document must be accompanied by a certified translation into English, unless it is—

(a) of a description excepted from that requirement by regulations made by the Secretary of State, or

(b) in a form prescribed in Welsh (or partly in Welsh and partly in English) by virtue of section 26 of the Welsh Language Act 1993 (c. 38).

(3) Where a document is properly delivered to the registrar in Welsh without a certified translation into English, the registrar must obtain such a translation if the document is to be available for public inspection.

The translation is treated as if delivered to the registrar in accordance with the same provision as the original.

(4) A Welsh company may deliver to the registrar a certified translation into Welsh of any document in English that relates to the company and is or has been delivered to the registrar.

(5) Section 1105 (which requires certified translations into English of documents delivered to the registrar in another language) does not apply to a document relating to a Welsh company that is drawn up and delivered in Welsh.

Documents that may be drawn up and delivered in other languages

1105

(1) Documents to which this section applies may be drawn up and delivered to the registrar in a language other than English, but when delivered to the registrar they must be accompanied by a certified translation into English.

(2) This section applies to—

(a) agreements required to be forwarded to the registrar under Chapter 3 of Part 3 (agreements affecting the company's constitution);

(b) documents required to be delivered under section 400(2)(e) or section 401(2)(f) (company included in accounts of larger group: required to deliver copy of group accounts);

(d) documents of any other description specified in regulations made by the Secretary of State.

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

Voluntary filing of translations

1106

(1) A company may deliver to the registrar one or more certified translations of any document relating to the company that is or has been delivered to the registrar.

(2) The Secretary of State may by regulations specify—

(a) the languages, and

(b) the descriptions of document,

in relation to which this facility is available.

(3) The regulations must provide that it is available as from 1st January 2007—

(a) in relation to all the official languages of the European Union, and

(b) in relation to all documents subject to the Directive disclosure requirements (see section 1078).

(4) The power of the registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the translation in a form and manner enabling it to be associated with the original.

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

(6) This section does not apply where the original document was delivered to the registrar before this section came into force.

Certified translations

1107

(1) In this Part a “certified translation” means a translation certified to be a correct translation.

(2) In the case of any discrepancy between the original language version of a document and a certified translation—

(a) the company may not rely on the translation as against a third party, but

(b) a third party may rely on the translation unless the company shows that the third party had knowledge of the original.

(3) A “third party” means a person other than the company or the registrar.

Language requirements: transliteration

Transliteration of names and addresses: permitted characters

1108

(1) Names and addresses in a document delivered to the registrar must contain only letters, characters and symbols (including accents and other diacritical marks) that are permitted.

(2) The Secretary of State may make provision by regulations—

(a) as to the letters, characters and symbols (including accents and other diacritical marks) that are permitted, and

(b) permitting or requiring the delivery of documents in which names and addresses have not been transliterated into a permitted form.

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

Transliteration of names and addresses: voluntary transliteration into Roman characters

1109

(1) Where a name or address is or has been delivered to the registrar in a permitted form using other than Roman characters, the company (or other body) to which the document relates may deliver to the registrar a transliteration into Roman characters.

(2) The power of the registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the transliteration in a form and manner enabling it to be associated with the original.

Transliteration of names and addresses: certification

1110

(1) The Secretary of State may make provision by regulations requiring the certification of transliterations and prescribing the form of certification.

(2) Different provision may be made for compulsory and voluntary transliterations.

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

Identity verification

Meaning of “identity is verified”

1110A

(1) For the purposes of this Act an individual’s “identity is verified” if—

(a) the individual’s identity has been verified by the registrar in accordance with regulations under section 1110B, or

(b) a verification statement in respect of the individual has been delivered to the registrar,

and the individual has not, since then, ceased to be an individual whose identity is verified by virtue of regulations under subsection (6).

(2) A verification statement is a statement by an authorised corporate service provider confirming that it has verified an individual’s identity in accordance with regulations under section 1110B.

(3) A verification statement must also specify the authorised corporate service provider’s supervisory authority or authorities for the purposes of the Money Laundering Regulations.

(4) The Secretary of State may by regulations make further provision about the contents of verification statements (including provision amending this section).

(5) Where a person is required or authorised by any other provision to deliver a statement to the registrar that an individual’s identity is verified, that statement may be delivered at the same time as the verification statement by virtue of which the individual becomes someone whose identity is verified under subsection (1)(b).

(6) The Secretary of State may by regulations provide for circumstances in which someone ceases to be an individual whose identity is verified.

(7) The provision that can be made under subsection (6) includes—

(a) provision to confer a discretion on the registrar;

(b) provision that someone ceases to be an individual whose identity is verified unless, within a specified period of time—

(i) their identity is reverified by the registrar in accordance with regulations under section 1110B, or

(ii) an authorised corporate service provider delivers to the registrar a statement: (A) confirming that it has reverified the individual’s identity in accordance with regulations under section 1110B, (B) specifying the authorised corporate service provider’s supervisory authority or authorities for the purposes of the Money Laundering Regulations, and (C) containing anything else required by the regulations.

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

(9) In this section—

“Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);

“supervisory authority” means an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations).

Verification requirements

1110B

(1) The Secretary of State may by regulations make provision for and in connection with verification or reverification of an individual’s identity for the purposes of this Act by the registrar or by an authorised corporate service provider.

(2) The regulations may, in particular, make provision about—

(a) the procedure for verifying or reverifying an individual’s identity, including the evidence required;

(b) the records that a person who is or has been an authorised corporate service provider is required to keep in connection with the verification or reverification of an individual’s identity.

(3) The regulations may create offences in relation to failures to comply with requirements imposed by virtue of subsection (2)(b).

(4) The regulations must provide for any such offence to be punishable—

(a) on conviction on indictment, by imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, by imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);

(ii) in Scotland, by imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;

(iii) in Northern Ireland, by imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.

(5) The provision that can be made in regulations under this section includes provision conferring a discretion on the registrar, including provision conferring power to impose requirements by registrar’s rules.

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

Identity verification: exemption on national security grounds etc

1110C

(1) The Secretary of State may, by written notice given to a person, provide for one or more of the effects listed in subsection (2) to apply in relation to the person, if satisfied that to do so is necessary—

(a) in the interests of national security, or

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

(2) The effects for which the notice may provide are that—

(a) where a statement of proposed officers names the person as a director, section 12(2A) does not require a statement under that subsection to be made in relation to the person;

(b) section 167G(3)(c) does not apply in relation to a notice of the person having become a director;

(c) section 167M(1) does not apply in relation to the person and section 167M(2) does not impose any obligation on a company in relation to the person;

(d) section 167N(1) does not apply in relation to the person;

(e) section 1067A does not apply in relation to the delivery of documents to the registrar by the person on their own behalf or on behalf of another;

(f) section 1098B(2)(c) does not apply in relation to the person.

(3) 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.

Discrepancy reporting

Power to require businesses to report discrepancies

1110D

(1) The Secretary of State may by regulations impose requirements on a person who is carrying on business in the United Kingdom (a “relevant person”)—

(a) to obtain specified information about a customer (or prospective customer)—

(i) before entering into a business relationship with them, or

(ii) during a business relationship with them,

(b) to identify discrepancies between information so obtained and information made publicly available by the registrar, and

(2) The regulations may require the relevant person, when reporting discrepancies, to provide such other information as may be required by the regulations (including information about the relevant person).

(3) The regulations may provide for reports or other information delivered to the registrar under the regulations to be withheld from public inspection.

(4) The regulations may create offences in relation to failures to comply with requirements imposed by the regulations.

(5) The regulations may not provide for an offence created by the regulations to be punishable with imprisonment for a period exceeding—

(a) in the case of conviction on indictment, 2 years;

(b) in the case of summary conviction, 3 months.

(6) In this section “customer”, in relation to a person carrying out estate agency work, includes a purchaser (as well as a seller).

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

Disclosure of information

Disclosure to the registrar

1110E

Any person may disclose information to the registrar for the purposes of the exercise of any of the registrar’s functions.

Disclosure by the registrar

1110F

(1) The registrar may disclose information—

(a) to any person for purposes connected with the exercise of any of the registrar’s functions;

(b) to a public authority for purposes connected with the exercise of any of that public authority’s functions;

(c) to a person of a description, and for a purpose, specified in regulations made by the Secretary of State for the purposes of this paragraph.

(2) Regulations under subsection (1)(c) are subject to affirmative resolution procedure.

(3) In this section “public authority” includes any person or body having functions of a public nature.

Disclosure: supplementary

1110G

(1) Except as provided by subsection (2), the disclosure of information under section 1110E or 1110F does not breach—

(a) any obligation of confidence owed by the person making the disclosure, or

(b) any other restriction on the disclosure of information (however imposed).

(2) Sections 1110E and 1110F do not authorise a disclosure of information if the disclosure would contravene the data protection legislation (but in determining whether a disclosure would do so, take into account the powers conferred by those sections).

(3) HMRC information may not be disclosed by the registrar under section 1110F without authorisation from HMRC.

(4) If the registrar discloses HMRC information under section 1110F, the information must not be disclosed by the recipient, or by any person obtaining the information directly or indirectly from them, without authorisation from HMRC.

(5) It is an offence for a person to disclose, in contravention of subsection (3) or (4), any revenue and customs information relating to a person whose identity—

(a) is specified in the disclosure, or

(b) can be deduced from it.

(6) It is a defence for a person charged with an offence under subsection (5) to prove that the person reasonably believed—

(a) that the disclosure was lawful, or

(b) that the information had already lawfully been made available to the public.

(7) Subsections (4) to (7) of section 19 of the Commissioners for Revenue and Customs Act 2005 apply to an offence under subsection (5) as they apply to an offence under that section.

(8) In this section—

“the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);

“HMRC” means the Commissioners for His Majesty’s Revenue and Customs;

“HMRC information” means information disclosed to the registrar under section 1110E by HMRC or a person acting on behalf of HMRC;

“revenue and customs information relating to a person” has the meaning given by section 19(2) of the Commissioners for Revenue and Customs Act 2005.

Supplementary provisions

Registrar's requirements as to certification or verification

1111

(1) Where a document required or authorised to be delivered to the registrar under any enactment is required—

(a) to be certified as an accurate translation or transliteration, or

(b) to be certified as a correct copy or verified,

the registrar may impose requirements as to the person, or description of person, by whom the certificate or verification is to be given.

(2) The power conferred by section 1068 (registrar's requirements as to form, authentication and manner of delivery) is exercisable in relation to the certificate or verification as if it were a separate document.

(3) Requirements imposed under this section must not be inconsistent with requirements imposed by any enactment with respect to the certification or verification of the document concerned.

False statements: basic offence

1112

(1) It is an offence for a person, without reasonable excuse, to—

(a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or

(b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.

(2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(3) A person guilty of an offence under this section is liable—

(a) on summary conviction in England and Wales, to a fine;

(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;

False statements: aggravated offence

1112A

(1) It is an offence for a person knowingly to—

(a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or

(b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.

(2) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(3) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).

False statements offences: national security etc defence

1112B

(1) A person to whom a certificate is issued by the Secretary of State for the purposes of this section is not liable for the commission of any offence relating to the delivery to the registrar, or the making of a statement, that is misleading, false or deceptive.

(2) The Secretary of State may issue a certificate to a person for the purposes of this section only if satisfied that it is necessary for the person to engage in conduct amounting to such an offence—

(a) in the interests of national security, or

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

(3) A certificate under this section may be revoked by the Secretary of State at any time.

(4) For the purposes of subsection (2)(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.

Enforcement of company's filing obligations

1113

(1) This section applies where a company has made default in complying with any obligation under the Companies Acts—

(a) to deliver a document to the registrar, or

(b) to give notice to the registrar of any matter.

(2) The registrar, or any member or creditor of the company, may give notice to the company requiring it to comply with the obligation.

(3) If the company fails to make good the default within 14 days after service of the notice, the registrar, or any member or creditor of the company, may apply to the court for an order directing the company, and any specified officer of it, to make good the default within a specified time.

(4) The court's order may provide that all costs (in Scotland, expenses) of or incidental to the application are to be borne by the company or by any officers of it responsible for the default.

(5) This section does not affect the operation of any enactment making it an offence, or imposing a civil penalty, for the default.

Application of provisions about documents and delivery

1114

(1) In this Part—

(a) “document” means information recorded in any form, and

(b) references to delivering a document include forwarding, lodging, registering, sending, producing or submitting it or (in the case of a notice) giving it (but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar).

(2) Except as otherwise provided, this Part applies in relation to the supply to the registrar of information otherwise than in documentary form as it applies in relation to the delivery of a document.

Supplementary provisions relating to electronic communications

1115

(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) A document that is required to be signed by the registrar or authenticated by the registrar's seal shall, if sent by electronic means, be authenticated in such manner as may be specified by registrar's rules.

Alternative to publication in the Gazette

1116

(1) Notices that would otherwise need to be published by the registrar in the Gazette may instead be published by such means as may from time to time be approved by the registrar in accordance with regulations made by the Secretary of State.

(2) The Secretary of State may make provision by regulations as to what alternative means may be approved.

(3) The regulations may, in particular—

(a) require the use of electronic means;

(b) require the same means to be used—

(i) for all notices or for all notices of specified descriptions, and

(ii) whether the company (or other body) to which the notice relates is registered in England and Wales, Scotland or Northern Ireland;

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

(5) Before starting to publish notices by means approved under this section the registrar must publish at least one notice to that effect in the Gazette.

(6) Nothing in this section prevents the registrar from giving public notice both in the Gazette and by means approved under this section.

In that case, the requirement of public notice is met when notice is first given by either means.

Registrar's rules

1117

(1) Where any provision of this Part enables the registrar to make provision, or impose requirements, as to any matter, the registrar may make such provision or impose such requirements by means of rules under this section.

This is without prejudice to the making of such provision or the imposing of such requirements by other means.

(2) Registrar's rules—

(a) may make different provision for different cases, and

(b) may allow the registrar to disapply or modify any of the rules.

(3) The registrar must—

(a) publicise the rules in a manner appropriate to bring them to the notice of persons affected by them, and

(b) make copies of the rules available to the public (in hard copy or electronic form).

Payments into the Consolidated Fund

1118

Nothing in the Companies Acts or any other enactment as to the payment of receipts into the Consolidated Fund shall be read as affecting the operation in relation to the registrar of section 3(1) of the Government Trading Funds Act 1973 (c. 63).

Contracting out of registrar's functions

1119

(1) Where by virtue of an order made under section 69 of the Deregulation and Contracting Out Act 1994 (c. 40) a person is authorised by the registrar to accept delivery of any class of documents that are under any enactment to be delivered to the registrar, the registrar may direct that documents of that class shall be delivered to a specified address of the authorised person.

Any such direction must be printed and made available to the public (with or without payment).

(2) A document of that class that is delivered to an address other than the specified address is treated as not having been delivered.

(3) Registrar's rules are not subordinate legislation for the purposes of section 71 of the Deregulation and Contracting Out Act 1994 (functions excluded from contracting out).

Application of this Part to overseas companies

1120

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part 36 — Offences under the Companies Acts and financial penalties

Liability of officer in default

1121

(1) This section has effect for the purposes of any provision of the Companies Acts to the effect that, in the event of contravention of an enactment in relation to a company, an offence is committed by every officer of the company who is in default.

(2) For this purpose “officer” includes—

(a) any director, manager or secretary, and

(b) any person who is to be treated as an officer of the company for the purposes of the provision in question.

(3) An officer is “in default” for the purposes of the provision if he authorises or permits, participates in, or fails to take all reasonable steps to prevent, the contravention.

Liability of company as officer in default

1122

(1) Where a company is an officer of another company, it does not commit an offence as an officer in default unless one of its officers is in default.

(2) Where any such offence is committed by a company the officer in question also commits the offence and is liable to be proceeded against and punished accordingly.

(3) In this section “officer” and “in default” have the meanings given by section 1121.

Application to bodies other than companies

1123

(1) Section 1121 (liability of officers in default) applies to a body other than a company as it applies to a company.

(2) As it applies in relation to a body corporate other than a company—

(a) the reference to a director of the company shall be read as referring—

(i) where the body's affairs are managed by its members, to a member of the body,

(ii) in any other case, to any corresponding officer of the body, and

(b) the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the body.

(3) As it applies in relation to a partnership—

(a) the reference to a director of the company shall be read as referring to a member of the partnership, and

(b) the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the partnership.

(4) As it applies in relation to an unincorporated body other than a partnership—

(a) the reference to a director of the company shall be read as referring—

(i) where the body's affairs are managed by its members, to a member of the body,

(ii) in any other case, to a member of the governing body, and

(b) the reference to a manager or secretary of the company shall be read as referring to any manager, secretary or similar officer of the body.

Offences under the Companies Act 1985

Amendments of the Companies Act 1985

1124

Schedule 3 contains amendments of the Companies Act 1985 (c. 6) relating to offences.

General provisions

Meaning of “daily default fine”

1125

(1) This section defines what is meant in the Companies Acts where it is provided that a person guilty of an offence is liable on summary conviction to a fine not exceeding a specified amount “and, for continued contravention, a daily default fine” not exceeding a specified amount.

(2) This means that the person is liable on a second or subsequent summary conviction of the offence to a fine not exceeding the latter amount for each day on which the contravention is continued (instead of being liable to a fine not exceeding the former amount).

Consents required for certain prosecutions

1126

(1) This section applies to proceedings for an offence under any of the following provisions—

section 458, 460 or 949 of this Act (offences of unauthorised disclosure of information);

section 953 of this Act (failure to comply with rules about takeover bid documents);

section 448, 449, 450, 451 or 453A of the Companies Act 1985 (c. 6) (offences in connection with company investigations);

section 798 of this Act or section 455 of the Companies Act 1985 (offence of attempting to evade restrictions on shares).

section 1112 or 1112A of this Act (false statement offences);

paragraph 5 or 6 of Schedule 1B to this Act (breach of certain restrictions imposed under that Schedule)

(2) No such proceedings are to be brought in England and Wales except by or with the consent of—

(a) in the case of an offence under—

(i) section 458, 460 or 949 of this Act,

(ii) section 953 of this Act, ...

(iii) section 448, 449, 450, 451 or 453A of the Companies Act 1985, or

(iv) section 1112 or 1112A of this Act,

the Secretary of State or the Director of Public Prosecutions;

(b) in the case of an offence under section 798 of , or paragraph 5 or 6 of Schedule 1B to, this Act or section 455 of the Companies Act 1985, the Secretary of State.

(3) No such proceedings are to be brought in Northern Ireland except by or with the consent of—

(a) in the case of an offence under—

(i) section 458, 460 or 949 of this Act,

(ii) section 953 of this Act, ...

(iii) section 448, 449, 450, 451 or 453A of the Companies Act 1985, or

(iv) section 1112 or 1112A of this Act,

the Secretary of State or the Director of Public Prosecutions for Northern Ireland;

(b) in the case of an offence under section 798 of , or paragraph 5 or 6 of Schedule 1B to, this Act or section 455 of the Companies Act 1985, the Secretary of State.

Summary proceedings: venue

1127

(1) Summary proceedings for any offence under the Companies Acts may be taken—

(a) against a body corporate, at any place at which the body has a place of business, and

(b) against any other person, at any place at which he is for the time being.

(2) This is without prejudice to any jurisdiction exercisable apart from this section.

Summary proceedings: time limit for proceedings

1128

(1) An information relating to an offence under the Companies Acts that is triable by a magistrates' court in England and Wales may be so tried if it is laid—

(a) at any time within three years after the commission of the offence, and

(b) within twelve months after the date on which evidence sufficient in the opinion of the Director of Public Prosecutions or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge.

(2) Summary proceedings in Scotland for an offence under the Companies Acts—

(a) must not be commenced after the expiration of three years from the commission of the offence;

(b) subject to that, may be commenced at any time—

(i) within twelve months after the date on which evidence sufficient in the Lord Advocate's opinion to justify the proceedings came to his knowledge, or

(ii) where such evidence was reported to him by the Secretary of State, within twelve months after the date on which it came to the knowledge of the latter.

Section 136(3) of the Criminal Procedure (Scotland) Act 1995 (c. 46) (date when proceedings deemed to be commenced) applies for the purposes of this subsection as for the purposes of that section.

(3) A magistrates' court in Northern Ireland has jurisdiction to hear and determine a complaint charging the commission of a summary offence under the Companies Acts provided that the complaint is made—

(a) within three years from the time when the offence was committed, and

(b) within twelve months from the date on which evidence sufficient in the opinion of the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) to justify the proceedings comes to his knowledge.

(4) For the purposes of this section a certificate of the Director of Public Prosecutions, the Lord Advocate, the Director of Public Prosecutions for Northern Ireland or the Secretary of State (as the case may be) as to the date on which such evidence as is referred to above came to his notice is conclusive evidence.

Legal professional privilege

1129

In proceedings against a person for an offence under the Companies Acts, nothing in those Acts is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).

Proceedings against unincorporated bodies

1130

(1) Proceedings for an offence under the Companies Acts alleged to have been committed by an unincorporated body must be brought in the name of the body (and not in that of any of its members).

(2) For the purposes of such proceedings—

(a) any rules of court relating to the service of documents have effect as if the body were a body corporate, and

(b) the following provisions apply as they apply in relation to a body corporate—

(i) in England and Wales, section 33 of the Criminal Justice Act 1925 (c. 86) and Schedule 3 to the Magistrates' Courts Act 1980 (c. 43),

(ii) in Scotland, sections 70 and 143 of the Criminal Procedure (Scotland) Act 1995 (c. 46),

(iii) in Northern Ireland, section 18 of the Criminal Justice Act (Northern Ireland) 1945 (c. 15 (N.I.)) and Article 166 of and Schedule 4 to the Magistrates' Courts (Northern Ireland) Order 1981 (S.I. 1981/1675 (N.I. 26)).

(3) A fine imposed on an unincorporated body on its conviction of an offence under the Companies Acts must be paid out of the funds of the body.

Imprisonment on summary conviction in England and Wales: transitory provision

1131

(1) This section applies to any provision of the Companies Acts that provides that a person guilty of an offence is liable on summary conviction in England and Wales to imprisonment for a term not exceeding the general limit in a magistrates’ court.

(2) In relation to an offence committed before 2 May 2022, for “the general limit in a magistrates’ court” substitute “six months”.

Production and inspection of documents

Production and inspection of documents where offence suspected

1132

(1) An application under this section may be made—

(a) in England and Wales, to a judge of the High Court by the Director of Public Prosecutions, the Secretary of State or a chief officer of police;

(b) in Scotland, to one of the Lords Commissioners of Justiciary by the Lord Advocate;

(c) in Northern Ireland, to the High Court by the Director of Public Prosecutions for Northern Ireland, the Department of Enterprise, Trade and Investment or a chief superintendent of the Police Service of Northern Ireland.

(2) If on an application under this section there is shown to be reasonable cause to believe—

(a) that any person has, while an officer of a company, committed an offence in connection with the management of the company's affairs, and

(b) that evidence of the commission of the offence is to be found in any documents in the possession or control of the company,

an order under this section may be made.

(3) The order may—

(a) authorise any person named in it to inspect the documents in question, or any of them, for the purpose of investigating and obtaining evidence of the offence, or

(b) require the secretary of the company, or such other officer of it as may be named in the order, to produce the documents (or any of them) to a person named in the order at a place so named.

(4) This section applies also in relation to documents in the possession or control of a person carrying on the business of banking, so far as they relate to the company's affairs, as it applies to documents in the possession or control of the company, except that no such order as is referred to in subsection (3)(b) may be made by virtue of this subsection.

(5) The decision under this section of a judge of the High Court, any of the Lords Commissioners of Justiciary or the High Court is not appealable.

(6) In this section “document” includes information recorded in any form.

Financial penalties

Power to make provision for financial penalties

1132A

(1) The Secretary of State may by regulations make provision conferring power on the registrar to impose a financial penalty on a person if satisfied, beyond reasonable doubt, that the person has engaged in conduct amounting to a relevant offence under this Act.

(2) “Relevant offence under this Act” means any offence under this Act other than an offence under a provision contained in—

(a) Part 12 (company secretaries);

(b) Part 13 (resolutions and meetings);

(3) The regulations may include provision—

(a) about the procedure to be followed in imposing penalties;

(b) about the amount of penalties;

(d) conferring rights of appeal against penalties;

(e) about the enforcement of penalties.

(4) Provision made under subsection (3)(b) must ensure that the maximum financial penalty that may be imposed does not exceed £10,000.

(5) The regulations must provide that—

(a) no financial penalty may be imposed under the regulations on a person in respect of conduct amounting to an offence if—

(i) proceedings have been brought against the person for that offence in respect of that conduct and the proceedings are ongoing, or

(ii) the person has been convicted of that offence in respect of that conduct, and

(b) no proceedings may be brought against a person in respect of conduct amounting to an offence if the person has been given a financial penalty under the regulations in respect of that conduct.

(6) Amounts recovered by the registrar under the regulations are to be paid into the Consolidated Fund.

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

(8) In this section “conduct” means an act or omission.

Supplementary

Transitional provision

1133

The provisions of this Part except section 1132 do not apply to offences committed before the commencement of the relevant provision.

Part 37 — Companies: supplementary provisions

Company records

Meaning of “company records”

1134

In this Part “company records” means—

(a) any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company, and

(b) any register kept by a company of its debenture holders.

Form of company records

1135

(1) Company records—

(a) may be kept in hard copy or electronic form, and

(b) may be arranged in such manner as the directors of the company think fit,

provided the information in question is adequately recorded for future reference.

(2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.

(3) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.

(4) 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.

(5) Any provision of an instrument made by a company before 12th February 1979 that requires a register of holders of the company's debentures to be kept in hard copy form is to be read as requiring it to be kept in hard copy or electronic form.

Regulations about where certain company records to be kept available for inspection

1136

(1) The Secretary of State may make provision by regulations specifying places other than a company's registered office at which company records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision.

(2) The “relevant provisions” are—

section 114 (register of members);

section 228 (directors' service contracts);

section 237 (directors' indemnities);

section 358 (records of resolutions etc);

section 702 (contracts relating to purchase of own shares);

section 720 (documents relating to redemption or purchase of own shares out of capital by private company);

section 743 (register of debenture holders);

section 805 (report to members of outcome of investigation by public company into interests in its shares);

section 809 (register of interests in shares disclosed to public company);

section 859Q (instruments creating charges).

(3) The regulations may specify a place by reference to the company's principal place of business, the part of the United Kingdom in which the company is registered, the place at which the company keeps any other records available for inspection or in any other way.

(4) The regulations may provide that a company does not comply with a relevant provision by keeping company records available for inspection at a place specified in the regulations unless conditions specified in the regulations are met.

(5) The regulations—

(a) need not specify a place in relation to each relevant provision;

(b) may specify more than one place in relation to a relevant provision.

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