1028A Administrative restoration of company with share warrants
(1) This section applies in relation to a company which has been struck off the register under section 1000 , 1001 or 1002A and which, at the time it was struck off, had any share warrant in issue.
(2) If the registrar restores the company to the register under section 1025, the share warrant and the shares specified in it are cancelled with effect from the date the restoration takes effect.
(3) If as a result of subsection (2) the company has no issued share capital, the company must, before the end of the period of one month beginning with the date the restoration takes effect, allot at least one share in the company; and section 549(1) does not apply to such an allotment.
(4) The company must, before the end of the period of 15 days beginning with the date the restoration takes effect, deliver a statement of capital to the registrar.
(5) Subsection (4) does not apply in a case where the company is required under subsection (3) to make an allotment (because in such a case section 555 will apply).
(6) The statement of capital must state with respect to the company's share capital as reduced by the cancellation of the share warrant and the shares specified in it—
(a) the total number of shares of the company,
(b) the aggregate nominal value of those shares,
(c) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and
(d) for each class of shares—
(i) prescribed particulars of the rights attached to the shares,
(ii) the total number of shares of that class, and
(iii) the aggregate nominal value of shares of that class.
(7) Where a share warrant is cancelled in accordance with subsection (2), the company must, as soon as reasonably practicable—
(a) enter the date the cancellation takes effect in its register of members, ...
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) Subsection (9) applies where—
(a) any property or right previously vested in or held on trust for the company in respect of any share specified in a share warrant has vested as bona vacantia (see section 1012), and
(b) the warrant and the share are cancelled on the restoration of the company in accordance with this section.
(9) On restoration of the company, that property or right—
(a) may not be returned to the company, and
(b) accordingly, remains vested as bona vacantia .
(10) If default is made in complying with subsection (3) or (4), an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(11) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction—
(i) in England and Wales, to a fine;
(ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.
1029 Application to court for restoration to the register
(1) An application may be made to the court to restore to the register a company—
(a) that has been dissolved under Chapter 9 of Part 4 of the Insolvency Act 1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after winding up),
(b) that is deemed to have been dissolved under paragraph 84(6) of Schedule B1 to that Act or paragraph 85(6) of Schedule B1 to that Order (dissolution of company following administration), or
(c) that has been struck off the register—
(i) under section 1000 or 1001 (power of registrar to strike off defunct company), ...
(ia) under section 1002A (power of registrar to strike off company registered on false basis), or
(ii) under section 1003 (voluntary striking off),
whether or not the company has in consequence been dissolved.
(2) An application under this section may be made by—
(a) the Secretary of State,
(b) any former director of the company,
(c) any person having an interest in land in which the company had a superior or derivative interest,
(d) any person having an interest in land or other property—
(i) that was subject to rights vested in the company, or
(ii) that was benefited by obligations owed by the company,
(e) any person who but for the company's dissolution would have been in a contractual relationship with it,
(f) any person with a potential legal claim against the company,
(g) any manager or trustee of a pension fund established for the benefit of employees of the company,
(h) any former member of the company (or the personal representatives of such a person),
(i) any person who was a creditor of the company at the time of its striking off or dissolution,
(j) any former liquidator of the company,
(k) where the company was struck off the register under section 1003 (voluntary striking off), any person of a description specified by regulations under section 1006(1)(f) or 1007(2)(f) (persons entitled to notice of application for voluntary striking off),
or by any other person appearing to the court to have an interest in the matter.
(1) An application to the court for restoration of a company to the register may be made at any time for the purpose of—
(a) bringing proceedings against the company for damages for personal injury;
(b) an insurer (within the meaning of the Third Parties (Rights Against Insurers) Act 2010) bringing proceedings against a third party in the name of that company in respect of that company’s liability for damages for personal injury.
(2) No order shall be made on such an application if it appears to the court that the proceedings would fail by virtue of any enactment as to the time within which proceedings must be brought.
(3) In making that decision the court must have regard to its power under section 1032(3) (power to give consequential directions etc) to direct that the period between the dissolution (or striking off) of the company and the making of the order is not to count for the purposes of any such enactment.
(4) In any other case an application to the court for restoration of a company to the register may not be made after the end of the period of six years from the date of the dissolution of the company, subject as follows.
(5) In a case where—
(a) the company has been struck off the register under section 1000 or 1001 (power of registrar to strike off defunct company) or section 1002A (power of registrar to strike off company registered on false basis),
(b) an application to the registrar has been made under section 1024 (application for administrative restoration to the register) within the time allowed for making such an application, and
(c) the registrar has refused the application,
an application to the court under this section may be made within 28 days of notice of the registrar's decision being issued by the registrar, even if the period of six years mentioned in subsection (4) above has expired.
(6) For the purposes of this section—
(a) “personal injury” includes any disease and any impairment of a person's physical or mental condition; and
(b) references to damages for personal injury include—
(i) any sum claimed by virtue of section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (c. 41) or section 14(2)(c) of the Law Reform (Miscellaneous Provisions) Act (Northern Ireland) 1937 (1937 c. 9 (N.I.)) (funeral expenses)), and
(ii) damages under the Fatal Accidents Act 1976 (c. 30), the Damages (Scotland) Act 2011 (asp 7) or the Fatal Accidents (Northern Ireland) Order 1977 (S.I. 1977/1251 (N.I. 18)).
1031 Decision on application for restoration by the court
(1) On an application under section 1029 the court may order the restoration of the company to the register—
(a) if the company was struck off the register under section 1000 or 1001 (power of registrar to strike off defunct companies) and the company was, at the time of the striking off, carrying on business or in operation;
(aa) if the company was struck off the register under section 1002A (power of registrar to strike off company registered on false basis) and the court considers that, at the time of the striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b);
(b) if the company was struck off the register under section 1003 (voluntary striking off) and any of the requirements of sections 1004 to 1009 was not complied with;
(c) if in any case (including a case falling within paragraph (a), (aa) or (b)) the court considers it just to do so.
(2) If the court orders restoration of the company to the register, the restoration takes effect on a copy of the court's order being delivered to the registrar.
(3) The registrar must cause to be published in the Gazette notice of the restoration of the company to the register.
(4) The notice must state—
(a) the name of the company or, if the company is restored to the register under a different name (see section 1033), that name and its former name,
(b) the company's registered number, and
(c) the date on which the restoration took effect.
1032 Effect of court order for restoration to the register
(1) The general effect of an order by the court for restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.
(2) The company is not liable to a penalty under section 453 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended—
(a) after the date of dissolution or striking off, and
(b) before the restoration of the company to the register.
(3) The court may give such directions and make such provision as seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or struck off the register.
(4) The court may also give directions as to—
(a) the delivery to the registrar of such documents relating to the company as are necessary to bring up to date the records kept by the registrar,
(b) the payment of the costs (in Scotland, expenses) of the registrar in connection with the proceedings for the restoration of the company to the register,
(c) where any property or right previously vested in or held on trust for the company has vested as bona vacantia, the payment of the costs (in Scotland, expenses) of the Crown representative—
(i) in dealing with the property during the period of dissolution, or
(ii) in connection with the proceedings on the application.
(5) In this section the “Crown representative” means—
(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;
(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;
(c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;
(d) in relation to other property, the Treasury Solicitor.
1032A Restoration by court of company with share warrants
(1) This section applies in relation to a company falling within section 1029(1) if, at the time it was dissolved, deemed to be dissolved or (as the case may be) struck off, it had any share warrant in issue.
(2) If the court orders the restoration of the company to the register, the order must also cancel the share warrant and the shares specified in it with effect from the date the restoration takes effect.
(3) If as a result of subsection (2) the company has no issued share capital, the company must, before the end of the period of one month beginning with the date the restoration takes effect, allot at least one share in the company; and section 549(1) does not apply to such an allotment.
(4) Subsection (6) applies in a case where—
(a) the application under section 1029 was made by a person mentioned in subsection (2)(b) or (h) of that section, or
(b) the court order specifies that it applies.
(5) But subsection (6) does not apply in any case where the company is required under subsection (3) to make an allotment (because in such a case section 555 will apply).
(6) In a case where this subsection applies, the company must, before the end of the period of 15 days beginning with the date the restoration takes effect, deliver a statement of capital to the registrar.
(7) The statement of capital must state with respect to the company's share capital as reduced by the cancellation of the share warrant and the shares specified in it—
(a) the total number of shares of the company,
(b) the aggregate nominal value of those shares,
(c) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and
(d) for each class of shares—
(i) prescribed particulars of the rights attached to the shares,
(ii) the total number of shares of that class, and
(iii) the aggregate nominal value of shares of that class.
(8) Where a share warrant is cancelled by an order as mentioned in subsection (2), the company must, as soon as reasonably practicable—
(a) enter the date the cancellation takes effect in its register of members, ...
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9) Subsection (10) applies where—
(a) any property or right previously vested in or held on trust for the company in respect of any share specified in a share warrant has vested as bona vacantia (see section 1012), and
(b) the warrant and the share are cancelled on the restoration of the company in accordance with this section.
(10) On restoration of the company, that property or right—
(a) may not be returned to the company, and
(b) accordingly, remains vested as bona vacantia .
(11) If default is made in complying with subsection (3) or (6), an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(12) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction—
(i) in England and Wales, to a fine;
(ii) in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.
(1) A company is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions.
(2) If at the date of restoration the company could not be registered under its former name without contravening section 66 (name not to be the same as another in the registrar's index of company names), it must be restored to the register—
(a) under another name specified—
(i) in the case of administrative restoration, in the application to the registrar, or
(ii) in the case of restoration under a court order, in the court's order, or
(b) as if its registered number was also its name.
References to a company's being registered in a name, and to registration in that context, shall be read as including the company's being restored to the register.
(3) If a company is restored to the register under a name specified in the application to the registrar, the provisions of—
section 80 (change of name: registration and issue of new certificate of incorporation), and
section 81 (change of name: effect),
apply as if the application to the registrar were notice of a change of name.
(4) If a company is restored to the register under a name specified in the court's order, the provisions of—
section 80 (change of name: registration and issue of new certificate of incorporation), and
section 81 (change of name: effect),
apply as if the copy of the court order delivered to the registrar were notice of a change a name.
(5) If the company is restored to the register as if its registered number was also its name—
(a) the company must change its name within 14 days after the date of the restoration,
(b) the change may be made by resolution of the directors (without prejudice to any other method of changing the company's name),
(c) the company must give notice to the registrar of the change, and
(d) sections 80 and 81 apply as regards the registration and effect of the change.
(6) If the company fails to comply with subsection (5)(a) or (c) an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(7) A person guilty of an offence under subsection (6) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scaleone-tenth of the greater of £5,000 or level 4 on the standard scale.
1034 Effect of restoration to the register where property has vested as bona vacantia
(1) The person in whom any property or right is vested by section 1012 (property of dissolved company to be bona vacantia) may dispose of, or of an interest in, that property or right despite the fact that the company may be restored to the register under this Chapter.
(2) If the company is restored to the register—
(a) the restoration does not affect the disposition (but without prejudice to its effect in relation to any other property or right previously vested in or held on trust for the company), and
(b) the Crown or, as the case may be, the Duke of Cornwall shall pay to the company an amount equal to—
(i) the amount of any consideration received for the property or right or, as the case may be, the interest in it, or
(ii) the value of any such consideration at the time of the disposition,
or, if no consideration was received an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition.
(3) There may be deducted from the amount payable under subsection (2)(b) the reasonable costs of the Crown representative in connection with the disposition (to the extent that they have not been paid as a condition of administrative restoration or pursuant to a court order for restoration).
(4) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the company to the register had accrued as bona vacantia to the Duchy of Lancaster, the Attorney General of that Duchy shall represent Her Majesty in any proceedings arising in connection with that liability.
(5) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the company to the register had accrued as bona vacantia to the Duchy of Cornwall, such persons as the Duke of Cornwall (or other possessor for the time being of the Duchy) may appoint shall represent the Duke (or other possessor) in any proceedings arising out of that liability.
(6) In this section the “Crown representative” means—
(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;
(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;
(c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;
(d) in relation to other property, the Treasury Solicitor.
1035 Powers of Secretary of State to give directions to inspectors
(1) In Part 14 of the Companies Act 1985 (c. 6) (investigation of companies and their affairs), after section 446 insert—
Powers of Secretary of State to give directions to inspectors
General powers to give directions
446A (1) In exercising his functions an inspector shall comply with any direction given to him by the Secretary of State under this section.
(2) The Secretary of State may give an inspector appointed under section 431, 432(2) or 442(1) a direction—
(a) as to the subject matter of his investigation (whether by reference to a specified area of a company's operation, a specified transaction, a period of time or otherwise), or
(b) which requires the inspector to take or not to take a specified step in his investigation.
(3) The Secretary of State may give an inspector appointed under any provision of this Part a direction requiring him to secure that a specified report under section 437—
(a) includes the inspector's views on a specified matter,
(b) does not include any reference to a specified matter,
(c) is made in a specified form or manner, or
(d) is made by a specified date.
(4) A direction under this section—
(a) may be given on an inspector's appointment,
(b) may vary or revoke a direction previously given, and
(c) may be given at the request of an inspector.
(5) In this section—
(a) a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary);
(b) “specified” means specified in a direction under this section.
Direction to terminate investigation
446B (1) The Secretary of State may direct an inspector to take no further steps in his investigation.
(2) The Secretary of State may give a direction under this section to an inspector appointed under section 432(1) or 442(3) only on the grounds that it appears to him that—
(a) matters have come to light in the course of the inspector's investigation which suggest that a criminal offence has been committed, and
(b) those matters have been referred to the appropriate prosecuting authority.
(3) Where the Secretary of State gives a direction under this section, any direction already given to the inspector under section 437(1) to produce an interim report, and any direction given to him under section 446A(3) in relation to such a report, shall cease to have effect.
(4) Where the Secretary of State gives a direction under this section, the inspector shall not make a final report to the Secretary of State unless—
(a) the direction was made on the grounds mentioned in subsection (2) and the Secretary of State directs the inspector to make a final report to him, or
(b) the inspector was appointed under section 432(1) (appointment in pursuance of order of the court).
(5) An inspector shall comply with any direction given to him under this section.
(6) In this section, a reference to an inspector's investigation includes any investigation he undertakes, or could undertake, under section 433(1) (power to investigate affairs of holding company or subsidiary).
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(2) In section 431 of that Act (inspectors' powers during investigation) in subsection (1) for “report on them in such manner as he may direct” substitute “ report the result of their investigations to him ”.
(3) In section 432 of that Act (other company investigations) in subsection (1) for “report on them in such manner as he directs” substitute “ report the result of their investigations to him ”.
(4) In section 437 of that Act (inspectors' reports)—
(a) in subsection (1) omit the second sentence, and
(b) subsections (1B) and (1C) shall cease to have effect.
(5) In section 442 of that Act (power to investigate company ownership), omit subsection (2).
1036 Resignation, removal and replacement of inspectors
After section 446B of the Companies Act 1985 (c. 6) (inserted by section 1035 above) insert—
Resignation, removal and replacement of inspectors
Resignation and revocation of appointment
446C (1) An inspector may resign by notice in writing to the Secretary of State.
(2) The Secretary of State may revoke the appointment of an inspector by notice in writing to the inspector.
Appointment of replacement inspectors
446D (1) Where—
(a) an inspector resigns,
(b) an inspector's appointment is revoked, or
(c) an inspector dies,
the Secretary of State may appoint one or more competent inspectors to continue the investigation.
(2) An appointment under subsection (1) shall be treated for the purposes of this Part (apart from this section) as an appointment under the provision of this Part under which the former inspector was appointed.
(3) The Secretary of State must exercise his power under subsection (1) so as to secure that at least one inspector continues the investigation.
(4) Subsection (3) does not apply if—
(a) the Secretary of State could give any replacement inspector a direction under section 446B (termination of investigation), and
(b) such a direction would (under subsection (4) of that section) result in a final report not being made.
(5) In this section, references to an investigation include any investigation the former inspector conducted under section 433(1) (power to investigate affairs of holding company or subsidiary).
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1037 Power to obtain information from former inspectors etc
(1) After section 446D of the Companies Act 1985 (c. 6) (inserted by section 1036 above) insert—
Power to obtain information from former inspectors etc
Obtaining information from former inspectors etc
446E (1) This section applies to a person who was appointed as an inspector under this Part—
(a) who has resigned, or
(b) whose appointment has been revoked.
(2) This section also applies to an inspector to whom the Secretary of State has given a direction under section 446B (termination of investigation).
(3) The Secretary of State may direct a person to whom this section applies to produce documents obtained or generated by that person during the course of his investigation to—
(a) the Secretary of State, or
(b) an inspector appointed under this Part.
(4) The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
(a) in hard copy form, or
(b) in a form from which a hard copy can be readily obtained.
(5) The Secretary of State may take copies of or extracts from a document produced in pursuance of this section.
(6) The Secretary of State may direct a person to whom this section applies to inform him of any matters that came to that person's knowledge as a result of his investigation.
(7) A person shall comply with any direction given to him under this section.
(8) In this section—
(a) references to the investigation of a former inspector or inspector include any investigation he conducted under section 433(1) (power to investigate affairs of holding company or subsidiary), and
(b) “document” includes information recorded in any form.
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(2) In section 451A of that Act (disclosure of information by Secretary of State or inspector), in subsection (1)(a) for “446” substitute “ 446E ”.
(3) In section 452(1) of that Act (privileged information) for “446” substitute “ 446E ”.
(1) In section 434 of the Companies Act 1985 (c. 6) (production of documents and evidence to inspectors), for subsection (6) substitute—
(6) In this section “document” includes information recorded in any form.
(7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
(a) in hard copy form, or
(b) in a form from which a hard copy can be readily obtained.
(8) An inspector may take copies of or extracts from a document produced in pursuance of this section.
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(2) In section 447 of the Companies Act 1985 (power of Secretary of State to require documents and information), for subsection (9) substitute—
(9) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
(a) in hard copy form, or
(b) in a form from which a hard copy can be readily obtained.
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1040 Companies authorised to register under this Act
(1) This section applies to—
(a) any company that was in existence on 2nd November 1862 (including any company registered under the Joint Stock Companies Acts), and
(b) any company formed after that date (whether before or after the commencement of this Act)—
(i) in pursuance of an Act of Parliament other than this Act or any of the former Companies Acts,
(ii) in pursuance of letters patent, or
(iii) that is otherwise duly constituted according to law.
other than a company registered under Part 4 of the Risk Transformation Regulations 2017.
(2) Any such company may on making application register under this Act.
(3) Subject to the following provisions, it may register as an unlimited company, as a company limited by shares or as a company limited by guarantee.
(4) A company having the liability of its members limited by Act of Parliament or letters patent—
(a) may not register under this section unless it is a joint stock company, and
(b) may not register under this section as an unlimited company or a company limited by guarantee.
(5) A company that is not a joint stock company may not register under this section as a company limited by shares.
(6) The registration of a company under this section is not invalid by reason that it has taken place with a view to the company's being wound up.
(1) For the purposes of section 1040 (companies authorised to register under this Act) “joint stock company” means a company—
(a) having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and
(b) formed on the principle of having for its members the holders of those shares or that stock, and no other persons.
(2) Such a company when registered with limited liability under this Act is deemed a company limited by shares.
(1) The Secretary of State may make provision by regulations—
(a) for and in connection with registration under section 1040 (companies authorised to register under this Act), and
(b) as to the application to companies so registered of the provisions of the Companies Acts.
(2) Without prejudice to the generality of that power, regulations under this section may make provision corresponding to any provision formerly made by Chapter 2 of Part 22 of the Companies Act 1985 (c. 6).
(3) Regulations under this section are subject to negative resolution procedure.
(1) This section applies to bodies corporate incorporated in and having a principal place of business in the United Kingdom, other than—
(a) bodies incorporated by, or registered under, a public general Act of Parliament;
(b) bodies not formed for the purpose of carrying on a business that has for its object the acquisition of gain by the body or its individual members;
(c) bodies for the time being exempted from this section by direction of the Secretary of State;
(d) open-ended investment companies.
(e) protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.
(2) The Secretary of State may make provision by regulations applying specified provisions of the Companies Acts to all, or any specified description of, the bodies to which this section applies.
(3) The regulations may provide that the specified provisions of the Companies Acts apply subject to any specified limitations and to such adaptations and modifications (if any) as may be specified.
(4) This section does not—
(a) repeal or revoke in whole or in part any enactment, royal charter or other instrument constituting or regulating any body in relation to which provisions of the Companies Acts are applied by regulations under this section, or
(b) restrict the power of Her Majesty to grant a charter in lieu or supplementary to any such charter.
But in relation to any such body the operation of any such enactment, charter or instrument is suspended in so far as it is inconsistent with any of those provisions as they apply for the time being to that body.
(5) In this section “specified” means specified in the regulations.
(6) Regulations under this section are subject to negative resolution procedure.
1045 Company contracts and execution of documents by companies
(1) The Secretary of State may make provision by regulations applying sections 43 to 52 (formalities of doing business and other matters) to overseas companies, subject to such exceptions, adaptations or modifications as may be specified in the regulations.
(2) Regulations under this section are subject to negative resolution procedure.
(1) The Secretary of State may make provision by regulations requiring an overseas company—
(a) to deliver to the registrar for registration a return containing specified particulars, and
(b) to deliver to the registrar with the return specified documents.
(2) The regulations—
(a) must, in the case of a company other than a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
(b) may, in the case of a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
(c) may, in any case, require the registration of particulars in such other circumstances as may be specified.
(3) In subsection (2)—
“branch” means a branch within the meaning of the Eleventh Company Law Directive (89/666/EEC);
“Gibraltar company” means a company incorporated in Gibraltar.
(4) The regulations may provide that where a company has registered particulars under this section and any alteration is made—
(a) in the specified particulars, or
(b) in any document delivered with the return,
the company must deliver to the registrar for registration a return containing specified particulars of the alteration.
(5) The regulations may make provision—
(a) requiring the return under this section to be delivered for registration to the registrar for a specified part of the United Kingdom, and
(b) requiring it to be so delivered before the end of a specified period.
(6) The regulations may make different provision according to—
(a) the place where the company is incorporated, and
(b) the activities carried on (or proposed to be carried on) by it.
This is without prejudice to the general power to make different provision for different cases.
(6A) Where regulations under this section require an overseas company to deliver to the registrar for registration—
(a) a service address for an officer of the company, or
(b) the address of the principal office of an officer of the company,
the regulations may make provision corresponding or similar to any provision made by section 1097B or 1097C (rectification of register relating to service addresses or principal office addresses) or to provision that may be made by regulations made under that section.
(6B) Regulations under this section may include provision for information delivered to the registrar under the regulations to be withheld from public inspection.
(6C) The provision that may be made by regulations under this section includes provision conferring a discretion on the registrar.
(7) In this section “specified” means specified in the regulations.
(8) Regulations under this section are subject to affirmative resolution procedure.
(1) Regulations under section 1046 (duty to register particulars) must require an overseas company that is required to register particulars to register its name.
(2) This may be—
(a) the company's corporate name (that is, its name under the law of the country or territory in which it is incorporated) or
(b) an alternative name specified in accordance with section 1048.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) ... The following provisions of Part 5 (a company's name) apply in relation to the registration of the name of an overseas company—
(a) section 53 (prohibited names);
(aa) section 53A (names for criminal purposes);
(b) sections 54 to 56 (sensitive words and expressions);
(bza) section 56A (names suggesting connection with foreign governments etc);
(ba) section 57 (permitted characters etc);
(bb) section 57A (names containing computer code);
(bc) section 57B (restriction on re-registering name following direction).
(bd) section 57C (names that another company has been directed to change);
(c) section 65 (inappropriate use of indications of company type or legal form);
(d) sections 66 to 74 (similarity to other names);
(e) section 75 (provision of misleading information etc);
(f) section 76 (misleading indication of activities).
(g) section 76A (power to direct change of name used for criminal purposes);
(h) section 76B (direction to change name wrongly registered);
(i) section 76C (registrar’s power to change name containing computer code);
(j) section 76D (registrar’s power to change name for failure to comply with direction).
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6) Any reference in the provisions mentioned in subsection (4) ... to a change of name shall be read as a reference to registration of a different name under section 1048.
(1) An overseas company that is required to register particulars under section 1046 may at any time deliver to the registrar for registration a statement specifying a name, other than its corporate name, under which it proposes to carry on business in the United Kingdom.
(2) An overseas company that has registered an alternative name may at any time deliver to the registrar of companies for registration a statement specifying a different name under which it proposes to carry on business in the United Kingdom (which may be its corporate name or a further alternative) in substitution for the name previously registered.
(3) The alternative name for the time being registered under this section is treated for all purposes of the law applying in the United Kingdom as the company's corporate name.
(4) This does not—
(a) affect the references in this section or section 1047 to the company's corporate name,
(b) affect any rights or obligation of the company, or
(c) render defective any legal proceedings by or against the company.
(5) Any legal proceedings that might have been continued or commenced against the company by its corporate name, or any name previously registered under this section, may be continued or commenced against it by its name for the time being so registered.
(1) The Secretary of State may by regulations make provision requiring an overseas company that is required to register particulars under section 1046 to deliver to the registrar for registration—
(a) a statement specifying an address in the United Kingdom that is an appropriate address for the company;
(b) a statement specifying an appropriate email address for the company.
(2) The regulations may include provision—
(a) allowing an overseas company to change the address or email address for the time being registered for it under the regulations;
(b) requiring an overseas company to ensure that the address or email address for the time being registered for it under the regulations is an appropriate address or appropriate email address.
(3) The regulations may include—
(a) provision for information contained in a statement specifying an appropriate email address to be withheld from public inspection;
(b) provision corresponding or similar to any provision made by section 1097A (rectification of register relating to a company’s registered office) or to provision that may be made by regulations made under that section.
(4) In this section—
“appropriate address” has the meaning given by section 86(2);
“appropriate email address” has the meaning given by section 88A(2).
(5) Regulations under this section are subject to negative resolution procedure.
(1) This section applies in relation to an overseas company that is required to register particulars under section 1046.
(2) The Secretary of State may by regulations make provision for the purpose of ensuring that each individual who is a director of such a company is an individual whose identity is verified (see section 1110A).
(3) The regulations may include provision—
(a) requiring the delivery of statements or other information to the registrar;
(b) for statements or other information delivered to the registrar under the regulations to be withheld from public inspection;
(c) applying section 167M (prohibition on director acting unless ID verified), with or without modifications;
(d) applying section 1110C (exemption from identity verification: national security grounds), with or without modifications.
(4) Regulations under this section are subject to negative resolution procedure.
(1) The Secretary of State may make provision by regulations requiring an overseas company that is required to register particulars under section 1046—
(a) to prepare the like accountsand strategic report and directors' report, and
(b) to cause to be prepared such an auditor's report,
as would be required if the company were formed and registered under this Act.
(2) The regulations may for this purpose apply, with or without modifications, all or any of the provisions of—
Part 15 (accounts and reports), and
Part 16 (audit).
(3) The Secretary of State may make provision by regulations requiring an overseas company to deliver to the registrar copies of—
(a) the accounts and reports prepared in accordance with the regulations, or
(b) the accounts and reports that it is required to prepare and have audited under the law of the country in which it is incorporated.
(4) Regulations under this section are subject to negative resolution procedure.
1050 Accounts and reports: credit or financial institutions
(1) This section applies to a credit or financial institution—
(a) that is incorporated or otherwise formed outside the United Kingdom and Gibraltar,
(b) whose head office is outside the United Kingdom and Gibraltar, and
(c) that has a branch in the United Kingdom.
(2) In subsection (1) “branch” means a place of business that forms a legally dependent part of the institution and conducts directly all or some of the operations inherent in its business.
(3) The Secretary of State may make provision by regulations requiring an institution to which this section applies—
(a) to prepare the like accountsand strategic report and directors' report, and
(b) to cause to be prepared such an auditor's report,
as would be required if the institution were a company formed and registered under this Act.
(4) The regulations may for this purpose apply, with or without modifications, all or any of the provisions of—
Part 15 (accounts and reports), and
Part 16 (audit).
(5) The Secretary of State may make provision by regulations requiring an institution to which this section applies to deliver to the registrar copies of—
(a) accounts and reports prepared in accordance with the regulations, or
(b) accounts and reports that it is required to prepare and have audited under the law of the country in which the institution has its head office.
(6) Regulations under this section are subject to negative resolution procedure.
(1) The Secretary of State may by regulations make provision requiring overseas companies carrying on business in the United Kingdom—
(a) to display specified information in specified locations,
(b) to state specified information in specified descriptions of document or communication, and
(c) to provide specified information on request to those they deal with in the course of their business.
(2) The regulations—
(a) shall in every case require a company that has registered particulars under section 1046 to disclose the name registered by it under section 1047, and
(b) may make provision as to the manner in which any specified information is to be displayed, stated or provided.
(3) The regulations may make provision corresponding to that made by—
section 83 (civil consequences of failure to make required disclosure), and
section 84 (criminal consequences of failure to make required disclosure).
(4) In this section “specified” means specified in the regulations.
(5) Regulations under this section are subject to affirmative resolution procedure.
(1) The Secretary of State may by regulations make provision about the registration of specified charges over property in the United Kingdom of a registered overseas company.
(2) The power in subsection (1) includes power to make provision about—
(a) a registered overseas company that—
(i) has particulars registered in more than one part of the United Kingdom;
(ii) has property in more than one part of the United Kingdom;
(b) the circumstances in which property is to be regarded, for the purposes of the regulations, as being, or not being, in the United Kingdom or in a particular part of the United Kingdom;
(c) the keeping by a registered overseas company of records and registers about specified charges and their inspection;
(d) the consequences of a failure to register a charge in accordance with the regulations;
(e) the circumstances in which a registered overseas company ceases to be subject to the regulations.
(3) The regulations may for this purpose apply, with or without modifications, any of the provisions of Part 25 (company charges).
(4) The regulations may modify any reference in an enactment to Part 25, or to a particular provision of that Part, so as to include a reference to the regulations or to a specified provision of the regulations.
(5) Regulations under this section are subject to negative resolution procedure.
(6) In this section—
“registered overseas company” means an overseas company that has registered particulars under section 1046(1), and
“specified” means specified in the regulations.
(1) This section applies to overseas companies that are required to register particulars under section 1046.
(2) The Secretary of State may make provision by regulations requiring the delivery to the registrar of returns—
(a) by a company to which this section applies that—
(i) is being wound up, or
(ii) becomes or ceases to be subject to insolvency proceedings, or an arrangement or composition or any analogous proceedings;
(b) by the liquidator of a company to which this section applies.
(3) The regulations may specify—
(a) the circumstances in which a return is to be made,
(b) the particulars to be given in it, and
(c) the period within which it is to be made.
(4) The Secretary of State may make provision by regulations requiring notice to be given to the registrar of the appointment in relation to a company to which this section applies of a judicial factor (in Scotland).
(5) The regulations may include provision corresponding to any provision made by section 1154 of this Act (duty to notify registrar of certain appointments).
(6) Regulations under this section are subject to affirmative resolution procedure.
(1) Regulations under this Part may specify the person or persons responsible for complying with any specified requirement of the regulations.
(2) Regulations under this Part may make provision for offences, including provision as to—
(a) the person or persons liable in the case of any specified contravention of the regulations, and
(b) circumstances that are, or are not, to be a defence on a charge of such an offence.
(3) The regulations must not provide—
(a) for imprisonment, or
(b) for the imposition on summary conviction of a fine exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scaleone-tenth of the greater of £5,000 or level 4 on the standard scale.
(4) In this section “specified” means specified in the regulations.
1055 Disclosure of individual's residential address: protection from disclosure
Where regulations under section 1046 (overseas companies: duty to register particulars) require an overseas company to register particulars of an individual's usual residential address, they must contain provision corresponding to that made by Chapter 8 of Part 10 (directors' residential addresses: protection from disclosure).
1056 Requirement to identify persons authorised to accept service of documents
Regulations under section 1046 (overseas companies: duty to register particulars) must require an overseas company to register—
(a) particulars identifying every person resident in the United Kingdom authorised to accept service of documents on behalf of the company, or
(b) a statement that there is no such person.
1057 Registrar to whom returns, notices etc to be delivered
(1) This section applies to an overseas company that is required to register or has registered particulars under section 1046 in more than one part of the United Kingdom.
(2) The Secretary of State may provide by regulations that, in the case of such a company, anything authorised or required to be delivered to the registrar under this Part is to be delivered—
(a) to the registrar for each part of the United Kingdom in which the company is required to register or has registered particulars, or
(b) to the registrar for such part or parts of the United Kingdom as may be specified in or determined in accordance with the regulations.
(3) Regulations under this section are subject to negative resolution procedure.
1058 Duty to give notice of ceasing to have registrable presence
(1) The Secretary of State may make provision by regulations requiring an overseas company—
(a) if it has registered particulars following the opening of a branch, in accordance with regulations under section 1046(2)(a) or (b), to give notice to the registrar if it closes that branch;
(b) if it has registered particulars in other circumstances, in accordance with regulations under section 1046(2)(c), to give notice to the registrar if the circumstances that gave rise to the obligation to register particulars cease to obtain.
(2) The regulations must provide for the notice to be given to the registrar for the part of the United Kingdom to which the original return of particulars was delivered.
(3) The regulations may specify the period within which notice must be given.
(4) Regulations under this section are subject to negative resolution procedure.
1059 Application of provisions in case of relocation of branch
For the purposes of this Part—
(a) the relocation of a branch from one part of the United Kingdom to another counts as the closing of one branch and the opening of another;
(b) the relocation of a branch within the same part of the United Kingdom does not.
(1) The scheme of this Part is as follows.
(2) The following provisions apply generally (to the registrar, to any functions of the registrar, or to documents delivered to or issued by the registrar under any enactment, as the case may be)—
sections 1060(1) and (2) and 1061 to 1063 (the registrar),
sections 1068 1067A to 1071 (delivery of documents to the registrar),
sections 1072 to 1076 (requirements for proper delivery),
sections 1080(1), (4) and (5) and 1092 (keeping and production of records),
section 1081A (registrar’s objectives to promote integrity of registers etc),
section 1083 (preservation of original documents),
section 1084A (recording optional information on register),
sections 1092A to 1092C (powers to require further information),
sections 1108 to 1110 (language requirements: transliteration),
sections 1110E to 1110G (disclosure of information),
sections 1111 and 1114 to 1119 (supplementary provisions).
section 1112B (false statement offences: national security etc defence).
(3) The following provisions apply in relation to companies (to companies or for the purposes of the Companies Acts, as the case may be)—
section 1060(3) and (4) (references to the registrar in the Companies Acts),
sections 1064 and 1065 (certificates of incorporation),
section 1066 (companies' registered numbers),
sections 1077 to 1079A (public notice of certain information),
sections 1080(2) and (3), 1081 , 1082 and 1084 (the register),
sections 1085 to 1091 (inspection of the register),
sections 1093 to 1098 (correction or removal of material on the register),
sections 1098A to 1098H (authorised corporate service providers),
section 1106 (voluntary filing of translations),
sections 1110A and 1110B (identity verification),
sections 1112, 1112A and 1113 (enforcement).
(4) The following provisions apply as indicated in the provisions concerned—
section 1067 (registered numbers of UK establishments of overseas companies),
sections 1099 to 1101 (the registrar's index of company names),
sections 1102 to 1105 and 1107 (language requirements: translation).
section 1110C (identity verification: exemption on national security grounds),
section 1110D (power to require businesses to report discrepancies),
(5) Unless the context otherwise requires, the provisions of this Part apply to an overseas company as they apply to a company as defined in section 1.
(1) There shall continue to be—
(a) a registrar of companies for England and Wales,
(b) a registrar of companies for Scotland, and
(c) a registrar of companies for Northern Ireland.
(2) The registrars shall be appointed by the Secretary of State.
(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.
(4) References in the Companies Acts to registration in a particular part of the United Kingdom are to registration by the registrar for that part of the United Kingdom.
(1) The registrar shall continue—
(a) to perform the functions conferred on the registrar by or under the Companies Acts or any other enactment, and
(b) to perform such functions on behalf of the Secretary of State, in relation to the registration of companies or other matters, as the Secretary of State may from time to time direct.
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3) References in this Act to the functions of the registrar are to functions within subsection (1)(a) or (b).
1062A Analysis of information for the purposes of crime prevention or detection
(1) The registrar must carry out such analysis of information within the registrar’s possession as the registrar considers appropriate for the purposes of preventing or detecting crime.
(2) See also section 1110F (which, among other things, allows the registrar to disclose information to other public authorities).