The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006

Made: 20th December 2006

Laid before Parliament: 21st December 2006

Coming into force: 1st January 2007

The Secretary of State is a Minister designated for the purposes of section 2(2) of the European Communities Act 1972 in relation to disclosure requirements in respect of companies, registration and publication of documents and particulars disclosed and languages in which disclosures are authorised or required to be made.

In exercise of the powers conferred by section 2(2) of that Act, by sections 1091(4), 1105(2)(d) and 1106(2) of the Companies Act 2006 and by sections 15 and 17 of the Limited Liability Partnerships Act 2000 , the Secretary of State makes the following Regulations:

Citation, commencement and interpretation

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• (1) These Regulations may be cited as the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 and shall come into force on 1st January 2007.

• (2) In these Regulations—

• “the 1985 Act” means the Companies Act 1985 ,

• “the 1986 Order” means the Companies (Northern Ireland) Order 1986 , and

• “the 2006 Act” means the Companies Act 2006.

Certification of electronic copies by registrar

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• (1) Where—

• (a) a person requires a copy of material on the register under section 1086 of the 2006 Act,

• (b) that person expressly requests that the copy be certified as a true copy, and

• (c) the registrar provides the copy in electronic form,

the registrar's certificate that the copy is an accurate record of the contents of the original document must be provided in accordance with the following provisions.

• (2) The certificate must be authenticated by means of an electronic signature that—

• (a) is uniquely linked to the registrar,

• (b) indicates that the registrar has caused it to be applied,

• (c) is created using means that the registrar can maintain under his sole control, and

• (d) is linked—

• (i) to the certificate, and

• (ii) to the copy provided under section 1086 of the 2006 Act

in such a manner that any subsequent change of the data comprised in either is detectable.

• (3) For the purposes of this regulation, an “electronic signature” means data in electronic form which are attached to or logically associated with other electronic data and which serve as a method of authentication.

Provisions requiring office copies to be delivered to the registrar

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• (1) In the following provisions (which require an office copy of certain orders to be delivered to the registrar) for “an office copy” substitute “ a copy ”

• (a) section 54(7) of the 1985 Act and article 64(7) of the 1986 Order (order on litigated objection to resolution that public company be re-registered as private),

• (b) section 425(3) of the 1985 Act and article 418(3) of the 1986 Order (order sanctioning compromise or arrangement),

• (c) section 427(5) of the 1985 Act and article 420(5) of the 1986 Order (order sanctioning compromise or arrangement),

• (d) section 201(4) of the Insolvency Act 1986 and article 166(4) of the Insolvency (Northern Ireland) Order 1989 (order deferring date at which dissolution of company after winding up is to take effect).

• (2) In—

• (a) Form 139, in Schedule 3 to the Companies (Forms) Regulations 1985 and

• (b) Form 149, in Schedule 3 to the Companies (Forms) Regulations (Northern Ireland) 1986 ,

for “Office copy” substitute “ Copy ”.

• (3) For the purposes of their application to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 , the provisions specified in paragraph (1)(b), (c) and (d) have effect as if not amended by this regulation.

Language requirements: contracts relating to allotments of shares

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Section 1105 of the 2006 Act (documents that may be drawn up and delivered in languages other than English) applies to contracts required to be delivered to the registrar under section 88(2)(b)(i) of the 1985 Act or article 98(2)(b)(i) of the 1986 Order.

Voluntary filing of translations

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The facility described in section 1106 of the 2006 Act (voluntary filing of translations) is available in relation to—

• (a) all the official languages of the European Union, and

• (b) all documents subject to the Directive disclosure requirements.

Trading disclosures: amendment of companies legislation

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Trading disclosures: statement that company is being wound up

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• (1) For section 188(1) of the Insolvency Act 1986 substitute—

(1) When a company is being wound up, whether by the court or voluntarily— (a) every invoice, order for goods, business letter or order form (whether in hard copy, electronic or any other form) issued by or on behalf of the company, or a liquidator of the company or a receiver or manager of the company's property, being a document on or in which the name of the company appears, and (b) all the company's websites, must contain a statement that the company is being wound up.

• (2) For article 159(1) of the Insolvency (Northern Ireland) Order 1989 substitute—

(1) When a company is being wound up, whether by the High Court or voluntarily— (a) every invoice, order for goods, business letter or order form (whether in hard copy, electronic or any other form) issued by or on behalf of the company, or a liquidator of the company or a receiver or manager of the company's property, being a document on or in which the name of the company appears, and (b) all the company's websites, must contain a statement that the company is being wound up.

SCHEDULE 1 — TRADING DISCLOSURES: AMENDMENT OF 1985 ACT

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SCHEDULE 2 — TRADING DISCLOSURES: AMENDMENT OF 1986 ORDER

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Signed

Margaret Hodge — Minister for Industry and the Regions — 2006-12-20

Explanatory note

(This note is not part of the Regulations)

Footnotes

[^f00001]: S.I. 2006/1461.

[^f00002]: 1972 c.68.

[^f00003]: 2006 c.46

[^f00004]: 2000 c.12

[^f00005]: 1985 c.6

[^f00006]: S.I. 1986/1032 (N.I. 6)

[^f00007]: Section 425(3) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 4 and Schedule 2, Part 1.

[^f00008]: Article 418(3) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 4 and Schedule 2, Part 1.

[^f00009]: Section 427(5) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 4 and Schedule 2, Part 1.

[^f00010]: Article 420(5) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 4 and Schedule 2, Part 1.

[^f00011]: 1986 c.45; section 201(4) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 5.

[^f00012]: S.I. 1989/2405 (N.I. 19); article 166(4) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 5.

[^f00013]: S.I. 1985/854

[^f00015]: S.I. 2001/1090

[^f00017]: Section 188 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 5 and the Limited Liability Partnerships (Scotland) Regulations 2001 (S.I. 2001/128), regulation 3 and Schedule 1.

[^f00018]: Article 159 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 5.

[^f00019]: Section 349 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 4 and Schedule 2, Part 1.

[^f00020]: Section 351(1) was amended by the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27), Schedule 6, paragraph 8; the whole of section 351 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 4 and Schedule 2, Part 1.

[^f00021]: Section 705 was substituted by the Companies Act 1989 (c. 40), Schedule 19, paragraph 14.

[^f00022]: Article 357 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 4 and Schedule 2, Part 1.

[^f00023]: Article 359 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 4 and Schedule 2, Part 1.

[^f00024]: Article 654 was substituted by the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)), Schedule 5, paragraph 13.

Editorial notes

[^c17673211]: S.I. 2006/1461.

[^c17673221]: 1972 c.68.

[^c17673231]: 2006 c.46

[^c17673241]: 2000 c.12

[^c17673251]: 1985 c.6

[^c17673261]: S.I. 1986/1032 (N.I. 6)

[^c17673271]: Section 425(3) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 4 and Schedule 2, Part 1.

[^c17673281]: Article 418(3) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 4 and Schedule 2, Part 1.

[^c17673291]: Section 427(5) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 4 and Schedule 2, Part 1.

[^c17673301]: Article 420(5) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 4 and Schedule 2, Part 1.

[^c17673311]: 1986 c.45; section 201(4) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 5.

[^c17673321]: S.I. 1989/2405 (N.I. 19); article 166(4) is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 5.

[^c17673331]: S.I. 1985/854

[^c17673341]: S.R. (NI) 1986 No 287

[^c17673351]: S.I. 2001/1090

[^c17673361]: S.R. (NI) 2004 No 307

[^c17673371]: Section 188 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090), regulation 5 and the Limited Liability Partnerships (Scotland) Regulations 2001 (S.I. 2001/128), regulation 3 and Schedule 1.

[^c17673381]: Article 159 is applied to limited liability partnerships by the Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307), regulation 5.

[^key-1e86729289b8316e09d8bd06483b4cf3]: Reg. 6 revoked (1.10.2008) by The Companies (Trading Disclosures) Regulations 2008 (S.I. 2008/495), regs. 1(1), 11(2)

[^key-4709c8db3ab5fd1c4023c7466d22f74c]: Sch. 1, Sch. 2 revoked (1.10.2008) by The Companies (Trading Disclosures) Regulations 2008 (S.I. 2008/495), regs. 1(1), 11(2)

[^key-2d9313a8832d66af538272379e4ef70c]: Reg. 2 applied by S.I. 2014/3209, reg. 20A Table A (as inserted (18.12.2015) by The Reports on Payments to Governments (Amendment) Regulations 2015 (S.I. 2015/1928), regs. 1(2), 3)

[^key-ca58bbdddb5b27b2abd6c48625113870]: Reg. 2 applied (18.11.2025) by 2006 c. 46, s. 1091(4) (as modified by S.I. 2009/2436, Sch. 1 para. 20(4) (as substituted by The Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025 (S.I. 2025/1116), regs. 1(2), 5(10); S.I. 2025/1118, reg. 2(g)))