LegalizeThe Registrar of Companies (Fees) (Amendment) Regulations 2024
Made: 14th February 2024
Laid before Parliament: 19th February 2024
Coming into force: 1st May 2024
The Secretary of State makes these Regulations in exercise of the powers conferred by sections 1063(1) to (3A) and 1292(1)(c) of the Companies Act 2006[^f00001].
Part 1 — INTRODUCTORY
Citation, commencement and extent
1
- (1) These Regulations may be cited as the Registrar of Companies (Fees) (Amendment) Regulations 2024.
- (2) These Regulations come into force on 1st May 2024.
- (3) These Regulations extend to England and Wales, Scotland and Northern Ireland.
Part 2 — AMENDMENT TO THE REGISTRAR OF COMPANIES (FEES) (COMPANIES, OVERSEAS COMPANIES AND LIMITED LIABILITY PARTNERSHIPS) REGULATIONS 2012
2
The Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012[^f00002] is amended as follows.
3
Omit regulation 6 (fees payable in respect of the disclosure of protected information).
4
Schedule 1 (the performance of functions relating to the receipt of documents by the registrar and their registration) is amended as follows—
- (a) in paragraph 2 (means of electronic delivery to the registrar), before the definition of “Web Incorporation Service” insert—
- “Document Upload Service” means a service by which documents can be delivered to the registrar electronically in a Portable Document Format (pdf);
- (b) in paragraph 8, for the row of the table containing sub-paragraph (a) substitute—
| afor the registration of a company under section 14 of the 2006 Act— | |
|---|---|
| iwhere the required documents are delivered by means of the Web Incorporation Service, | £50.00 |
| iiwhere the required documents are delivered by means of the Software Incorporation Service for same day registration, | £78.00 |
| iiiwhere the required documents are delivered by means of the Software Incorporation Service other than for same day registration, | £50.00 |
| ivwhere the required documents are delivered in hard copy form; | £71.00 |
- (c) in paragraph 8(b) in the second column (amount of fee) for “£20.00” substitute “£71.00”;
- (d) in paragraph 8, for the rows of the table containing sub-paragraphs (c) to (e) substitute—
| cfor the re-registration of a company under Part 7 of the 2006 Act; | £71.00 |
|---|---|
| dfor the re-registration of a company as a private company under section 651 of the 2006 Act; | £71.00 |
| efor the re-registration of a company as a private company under section 665 of the 2006 Act; | £71.00 |
- (e) in paragraph 8(f)—
- (i) for paragraph (i) in the second column (amount of fee) for “£40.00” substitute “£62.00”,
- (ii) for paragraph (ii) in the second column (amount of fee) for “£13.00” substitute “£34.00”;
- (f) in paragraph 8(g)—
- (i) omit paragraph (i) and the fee corresponding to it in column 2 (amount of fee),
- (ii) in paragraph (ii) in the first column (matter in relation to which fee is payable) omit “other than for same day registration”,
- (iii) in paragraph (ii) in the second column (amount of fee) for “£10.00” substitute “£30.00”,
- (iv) in paragraph (iii) in the second column (amount of fee) for “£30.00” substitute “£83.00”,
- (v) in paragraph (iv) in the second column (amount of fee) for “£8.00” substitute “£20.00”;
- (g) in paragraph 8(h)(i) in the second column (amount of fee) for “£23.00” substitute “£24.00”;
- (h) in paragraph 8, for the row of the table containing sub-paragraph (i) substitute—
| ifor the striking off the register of a company’s name payable on an application under section 1003 of the 2006 Act— | |
|---|---|
| iwhere the documents are delivered in hard copy form, | £44.00 |
| iiwhere the documents are delivered by electronic means; | £33.00 |
- (i) in paragraph 8(j)—
- (i) in paragraph (i) in the second column (amount of fee) for “£50.00” substitute “£136.00”,
- (ii) in paragraph (ii) in the second column (amount of fee) for “£10.00” substitute “£33.00”,
- (iii) after paragraph (ii), for the semi-colon substitute a comma and insert—
| iiiwhere the required documents are delivered by means of the Document Upload Service for same day registration, | £136.00 |
|---|---|
| ivwhere the required documents are delivered by means of the Document Upload Service other than for same day registration; | £33.00 |
- (j) in paragraph 8(k)—
- (i) in paragraph (i) in the second column (amount of fee) for “£50.00” substitute “£136.00”,
- (ii) in paragraph (ii) in the second column (amount of fee) for “£10.00” substitute “£33.00”,
- (iii) after paragraph (ii), for the semi-colon substitute a comma and insert—
| iiiwhere the required documents are delivered by means of the Document Upload Service for same day registration, | £136.00 |
|---|---|
| ivwhere the required documents are delivered by means of the Document Upload Service other than for same day registration; | £33.00 |
- (k) after paragraph 8(k), insert—
| lfor an application to the registrar to restore to the register a company, other than an overseas company, that has been struck off the register under Part 31 of the 2006 Act (dissolution and restoration to the register). | £468.00 |
|---|---|
- (l) in paragraph 10(a)—
- (i) in paragraph (i) in the second column (amount of fees) for “£30.00” substitute “£78.00”,
- (ii) in paragraph (ii) in the second column (amount of fees) for “£10.00” substitute “£50.00”,
- (iii) omit paragraph (iii) and the fee corresponding to it in column 2 (amount of fee),
- (iv) in paragraph (iv) in the first column (matter in relation to which fee is payable) omit “other than for same day registration except as provided in paragraph (v)”,
- (v) in paragraph (iv) in the second column (amount of fees) for “£40.00” substitute “£71.00”,
- (vi) omit paragraph (v) and the fee corresponding to it in column 2 (amount of fee);
- (m) in paragraph 10(b)—
- (i) in paragraph (i) in the second column (amount of fees) for “£40.00” substitute “£62.00”,
- (ii) in paragraph (ii) in the second column (amount of fees) for “£13.00” substitute “£34.00”;
- (n) in paragraph 10(c)—
- (i) omit paragraph (i) and the fee corresponding to it in column 2 (amount of fee),
- (ii) in paragraph (ii) in the first column (matter in relation to which fee is payable) omit “other than for same day registration”,
- (iii) in paragraph (ii) in the second column (amount of fees) for “£10.00” substitute “£30.00”,
- (iv) in paragraph (iii) in the second column (amount of fees) for “£30.00” substitute “£83.00”,
- (v) in paragraph (iv) in the second column (amount of fees) for “£8.00” substitute “£20.00”;
- (o) in paragraph 10(d)(i) in the second column (amount of fees) for “£23.00” substitute “£24.00”;
- (p) in paragraph 10, for the row of the table containing sub-paragraph (e) substitute—
| efor the striking off of a limited liability partnership’s name payable on an application under section 1003 of the 2006 Act as applied to the limited liability partnership by regulation 51 of the LLP Regulations— | |
|---|---|
| iwhere the application is delivered in hard copy form, | £44.00 |
| iiwhere the application is delivered by electronic means; | £33.00 |
| ffor an application to the registrar to restore to the register a limited liability partnership, that has been struck off the register under Part 31 of the 2006 Act (dissolution and restoration to the register) as applied by regulation 56 of the LLP Regulations. | £468.00 |
- (q) in paragraph 11, for the rows of the table containing sub-paragraphs (a) to (d) substitute—
| afor the registration of documents required to be delivered to the registrar under Part 2 of the OC Regulations in respect of the opening of an establishment in the United Kingdom; | £71.00 |
|---|---|
| bfor the registration of an alteration to the registered particulars of an overseas company under Part 3 of the OC Regulations where the alteration is a change of the name of the overseas company; | £30.00 |
| cfor the registration of an alternative name specified in accordance with section 1048 of the 2006 Act; | £30.00 |
| dfor the registration of all relevant documents in respect of an overseas company delivered during a relevant period payable at the end of that period on registration of the accounting documents or, as the case may be, the annual accounts of the overseas company required to be delivered to the registrar under Parts 5 and 6 of the OC Regulations— | |
| iwhere the required documents are delivered in hard copy form, | £62.00 |
| iiwhere the required documents are delivered by electronic means. | £34.00 |
5
Omit Schedule 3 (the performance of functions relating to the disclosure of protected information).
Part 3 — AMENDMENT TO THE REGISTRAR OF COMPANIES (FEES) (LIMITED PARTNERSHIPS AND NEWSPAPER PROPRIETORS) REGULATIONS 2009
6
- (1) Schedule 1 to the Registrar of Companies (Fees) (Limited Partnerships and Newspaper Proprietors) Regulations 2009[^f00003] (the performance of functions relating to the registration of documents by the registrar) is amended as follows.
- (2) In paragraph 1(1), at the appropriate places insert—
- “the Document Upload Service” means a service by which documents can be delivered to the registrar electronically in a Portable Document Format (pdf);
- “limited partnership” means a partnership registered under the LP Act;
- “relevant document” means any document required or authorised to be delivered to the registrar in respect of a Scottish qualifying partnership or Scottish limited partnership by a provision specified in regulation 35(1) and (2) of the Scottish Partnership PSC Regulations;
- “relevant period” means— in relation to a Scottish qualifying partnership the period of 12 months beginning on the day of the Scottish qualifying partnership’s registration, or each period of 12 months beginning with the day after the end of the previous relevant period, in relation to a Scottish limited partnership— if the partnership was registered before 26th June 2017, the period beginning on 24th July 2017 and ending on the day before the first anniversary of its registration date occurring after 26th June 2017, or if the partnership was registered on or after 26th June 2017, the period of 12 months beginning on its registration date, or each period of 12 months beginning with the day after the end of the previous relevant period;
- “Scottish limited partnership” means a limited partnership registered in Scotland;
- “Scottish Partnership PSC Regulations” means the Scottish Partnerships (Register of People with Significant Control) Regulations 2017[^f00004];
- “Scottish qualifying partnership” means a general partnership constituted under the law of Scotland, during any period in which it is a qualifying partnership under regulation 3 of the Partnership (Accounts) Regulations 2008[^f00005].
- (3) In paragraph 5, for the table, substitute—
| Matter in relation to which a fee is payable | Amount of fee |
|---|---|
| For the registration of a limited partnership under section 8 of the LP Act[^f00006]. | £71.00 |
- (4) After paragraph 5, insert—
(5A) Scottish Limited Partnership
| Matter in relation to which fee is payable | Amount of fee |
|---|---|
| For the registration of all relevant documents in respect of a Scottish limited partnership delivered during a relevant period on the registration of a confirmation statement under regulation 35 of the Scottish Partnership PSC Regulations with a confirmation date that falls within the relevant period, whether the confirmation statement is delivered in hard copy form or by means of the Document Upload Service, unless a confirmation statement with a confirmation date that falls in the same relevant period has been registered. | £62.00 |
- (5) After paragraph 5A, as inserted by paragraph (4), insert—
(5B) Scottish Qualifying Partnership
| Matter in relation to which fee is payable | Amount of fee |
|---|---|
| a for the registration of a Scottish qualifying partnership under regulation 5 of the Scottish Partnership PSC Regulations, | £71.00 |
| b for the registration of all relevant documents in respect of a Scottish qualifying partnership delivered during a relevant period on the registration of a confirmation statement under regulation 35 of the Scottish Partnership PSC Regulations with a confirmation date that falls within the relevant period, whether the confirmation statement is delivered in hard copy form or by means of the Document Upload Service, unless a confirmation statement with a confirmation date that falls in the same relevant period has been registered. | £62.00 |
Part 4 — AMENDMENT TO THE REGISTRAR OF COMPANIES (FEES) (EUROPEAN ECONOMIC INTEREST GROUPING AND EUROPEAN PUBLIC LIMITED-LIABILITY COMPANY) REGULATIONS 2012
7
- (1) Schedule 1 to the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012[^f00007] (the performance of functions relating to the registration of documents by the registrar) is amended as follows.
- (2) In the second column (amount of fees) in the table in paragraph 5—
- (a) in sub-paragraph (b), for “£20.00” substitute “£71.00”;
- (b) in sub-paragraph (c), for “£10.00” substitute “£30.00”;
- (c) in sub-paragraph (d), for “£23.00” substitute “£24.00”.
- (3) In the second column (amount of fees) in the table in paragraph 6, in row (b), for “£20.00” substitute “£71.00”.
Part 5 — TRANSITIONAL PROVISION
8
The amendments made by regulations 4, 6 and 7 do not have effect where any document delivered to the registrar on or before 30th April 2024 is registered on or after 1st May 2024.
Signed
Kevin Hollinrake — Parliamentary Under Secretary of State — Department for Business and Trade — 14th February 2024
Explanatory note
(This note is not part of the Regulations)
Explanatory Note
These Regulations amend the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012 (S.I. 2012/1907 as amended by S.I. 2016/621) (“the 2012 Regulations”), the Registrar of Companies (Fees) (Limited Partnerships and Newspaper Proprietors) Regulations 2009 (S.I. 2009/2392) (“the 2009 Regulations”) and the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012 (S.I. 2012/1908) which require payment of fees in respect of functions performed by the registrar of companies. These Regulations amend existing fees and introduce new fees following amendments made to section 1063 of the Companies Act 2006 (c. 46) by the Economic Crime and Corporate Transparency Act 2023 (c. 56). These amendments provide for the cost of investigation and enforcement activities to be taken into account by the Secretary of State when setting fees. These Regulations increase the fees payable at incorporation or registration of companies and certain other entities and those paid with the filing of the first confirmation statement each year (see section 853A of the Companies Act 2006) to provide funding for enforcement activities that will help to combat economic crime. These Regulations also increase the fees charged for other services that are provided by Companies House, whose officials act on behalf of the registrar, to reflect the registrar’s increased costs.
Regulation 3 omits regulation 6 (fees payable in respect of the disclosure of protected information) of the 2012 Regulations.
Regulation 4(a) amends Schedule 1 to the 2012 Regulations to include in the definition at paragraph 2 (means of electronic delivery to the registrar) the Companies House document upload service. This service allows documents which would ordinarily be delivered to the registrar in hard copy form to be uploaded and delivered electronically in a Portable Document Format (pdf).
Regulation 4(b) amends fees in paragraphs 8, 10 and 11 of Schedule 1 to the 2012 Regulations as follows—
- (a) increases incorporation fees, annual confirmation statements fees, registration fees and fees for registering annual accounts as a result of changes made to section 1063 of the Companies Act 2006 by the Economic Crime and Corporate Transparency Act 2023. Amendment to other fees are as a result of a review of Companies House fees,
- (b) removes fees in paragraphs 8, 10 and 11 of Schedule 1 to the 2012 Regulations in relation to documents delivered in hard copy form for same day registration where this service is no longer provided by the registrar,
- (c) removes fees in paragraph 8 of the 2012 Regulations relating to the incorporation of Community Interest Companies and Unlimited Companies. This is as a result of the differential no longer being applicable due to these companies now being able to file by means of electronic delivery. The standard hard copy fees would apply for paper registration,
- (d) amends sub-paragraphs 8(j) and (k) of Schedule 1 to the 2012 Regulations to allow registration of a reduction of share capital under sections 644 and 649 of the Companies Act 2006 to be delivered electronically via the Companies House document upload service,
- (e) amends sub-paragraphs 8(i) and 10(e) of Schedule 1 to the 2012 Regulations to introduce new fees relating to an application to strike off a company or limited liability partnership to be made by electronic means,
- (f) amends paragraphs 8 and 10 of Schedule 1 to the 2012 Regulations by inserting new sub-paragraph 8(l) regarding fees for administrative company restoration and new sub-paragraph 10(f) for administrative restoration of limited liability partnerships. The fees for which were previously set administratively,
- (g) amends paragraph 11 to remove the fees for same day registration where this service is no longer provided by the registrar and increases the fees in respect of registration of documents for overseas companies.
Regulation 5 removes Schedule 3 (the performance of functions relating to the disclosure of protected information) to the 2012 Regulations.
Regulation 6(2) amends paragraph 1(1) of Schedule 1 to the 2009 Regulations by inserting definitions relevant to Scottish limited partnerships and Scottish qualifying partnerships.
Regulation 6(3) substitutes the table in paragraph 5 of Schedule 1 to the 2009 Regulations to remove the same day registration fee and to insert the new increased fee for registration of a limited partnership.
Regulation 6(4) inserts new paragraph 5A in Schedule 1 to the 2009 Regulations which provides for fees payable in relation to the registration of a confirmation statement for a Scottish limited partnership. The new paragraph also makes fee provision for delivery of the relevant documents electronically via the Companies House document upload service.
Regulation 6(5) inserts new paragraph 5B in Schedule 1 to the 2009 Regulations which inserts a fee for registration of a Scottish qualifying partnership. It also provides for fees payable in relation to the confirmation statement of a Scottish qualifying partnership. The new paragraph also makes fee provision for delivery of the relevant documents electronically via the Companies House document upload service.
Regulation 7 amends fees in Schedule 1 to the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012 as a result of changes made to section 1063 of the Companies Act 2006 by the Economic Crime and Corporate Transparency Act 2023.
Regulation 8 sets out a transitional provision.
An impact assessment has not been produced for this instrument as no, or no significant, impact on the private or voluntary sector is foreseen.
Footnotes
[^f00001]: 2006 c.46. Section 1063 was amended by section 93 of the Economic Crime and Corporate Transparency Act 2023 (c. 56).
[^f00002]: S.I. 2012/1907 which was amended by S.I. 2016/621.
[^f00003]: S.I. 2009/2392 which was amended by S.I. 2011/319.
[^f00004]: S.I. 2017/694.
[^f00005]: S.I. 2008/569 which was amended by S.I. 2013/2005.
[^f00006]: Section 8 was substituted by articles 3(2) and 4 to 7 of S.I. 2009/1940.
[^f00007]: S.I. 2012/1908 which was amended by S.I. 2016/621, 2018/1298 and 2018/1299.
Editorial notes
[^key-e84d56119b2a56080b494c005fcc07aa]: Pt. 5 heading substituted (25.4.2024) by The Registrar of Companies and Register of Overseas Entities (Fees) (Amendment) Regulations 2024 (S.I. 2024/454), regs. 1(2), 2(b)
[^key-4e0d45908c6d0cb7159d39034b641089]: Word in reg. 4(l)(i) substituted (25.4.2024) by The Registrar of Companies and Register of Overseas Entities (Fees) (Amendment) Regulations 2024 (S.I. 2024/454), regs. 1(2), 2(a)
[^key-bec6ba978536700d3b1043c32bbe51f6]: Words in reg. 8 substituted (25.4.2024) by The Registrar of Companies and Register of Overseas Entities (Fees) (Amendment) Regulations 2024 (S.I. 2024/454), regs. 1(2), 2(c)(i)
[^key-07780e89ebbccde2f51f28c5358a3c4e]: Words in reg. 8 substituted (25.4.2024) by The Registrar of Companies and Register of Overseas Entities (Fees) (Amendment) Regulations 2024 (S.I. 2024/454), regs. 1(2), 2(c)(ii)
[^key-2c07cf1ce54161504ed14e53e625fd20]: Reg. 3 in force at 1.5.2024, see reg. 1(2)
[^key-aa3d11f4852adc55591e9be63217be07]: Reg. 1 in force at 1.5.2024, see reg. 1(2)
[^key-c44301033a3f0b37c138c93ac5472a48]: Reg. 4 in force at 1.5.2024, see reg. 1(2)
[^key-a80ecddc1aea0fcc98c4da8593592cc3]: Reg. 8 in force at 1.5.2024, see reg. 1(2)
[^key-f27daec4241dfe7b0e0ebc3d7bc1a37d]: Reg. 5 in force at 1.5.2024, see reg. 1(2)
[^key-e07f6cc677a6919d38effb158e2bb887]: Reg. 6 in force at 1.5.2024, see reg. 1(2)
[^key-4338f6d4bf778d7477f2c633882ff020]: Reg. 7 in force at 1.5.2024, see reg. 1(2)
[^key-8e9c919db366294d86aa5607b2eb0ceb]: Reg. 2 in force at 1.5.2024, see reg. 1(2)
Reading this document does not replace reading the official text published on legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. We assume no responsibility for any inaccuracies arising from the conversion of the original CLML XML to this format.
This text is published under legislation.gov.uk's own terms of reuse, not a Legalize or public-domain licence.
legislation.gov.uk
Open Government Licence v3.0 (attribution required)
© Crown and database right. Derived from content available under the Open Government Licence v3.0 from legislation.gov.uk.