1110D Power to require businesses to report discrepancies
(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
(c) to report any discrepancies to the registrar.
(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.
(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.
(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.
1111 Registrar's requirements as to certification or verification
(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.
(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;
(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
(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).
1112B False statements offences: national security etc defence
(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.
(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.
1114 Application of provisions about documents and delivery
(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.
1115 Supplementary provisions relating to electronic communications
(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.
(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;
(c) impose conditions as to the manner in which access to the notices is to be made available.
(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.
(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).
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).
(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).
(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.
(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.
(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.
(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).
(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.
(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.
1128 Summary proceedings: time limit for proceedings
(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.
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).
(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.
1131 Imprisonment on summary conviction in England and Wales: transitory provision
(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”.
1132 Production and inspection of documents where offence suspected
(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.
1132A Power to make provision for financial penalties
(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);
(c) Part 16 (audit).
(3) The regulations may include provision—
(a) about the procedure to be followed in imposing penalties;
(b) about the amount of penalties;
(c) for the imposition of interest or additional penalties for late payment;
(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.
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.
(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.
1136 Regulations about where certain company records to be kept available for inspection
(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.
(6) A requirement under a relevant provision to keep company records available for inspection is not complied with by keeping them available for inspection at a place specified in the regulations unless all the company's records subject to the requirement are kept there.
(7) Regulations under this section are subject to negative resolution procedure.
1137 Regulations about inspection of records and provision of copies
(1) The Secretary of State may make provision by regulations as to the obligations of a company that is required by any provision of the Companies Acts—
(a) to keep available for inspection any company records, or
(b) to provide copies of any company records.
(2) A company that fails to comply with the regulations is treated as having refused inspection or, as the case may be, having failed to provide a copy.
(3) The regulations may—
(a) make provision as to the time, duration and manner of inspection, including the circumstances in which and extent to which the copying of information is permitted in the course of inspection, and
(b) define what may be required of the company as regards the nature, extent and manner of extracting or presenting any information for the purposes of inspection or the provision of copies.
(4) Where there is power to charge a fee, the regulations may make provision as to the amount of the fee and the basis of its calculation.
(5) Nothing in any provision of this Act or in the regulations shall be read as preventing a company—
(a) from affording more extensive facilities than are required by the regulations, or
(b) where a fee may be charged, from charging a lesser fee than that prescribed or none at all.
(6) Regulations under this section are subject to negative resolution procedure.
1138 Duty to take precautions against falsification
(1) Where company records are kept otherwise than in bound books, adequate precautions must be taken—
(a) to guard against falsification, and
(b) to facilitate the discovery of falsification.
(2) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.
(3) 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.
(4) This section does not apply to the documents required to be kept under—
(a) section 228 (copy of director's service contract or memorandum of its terms); or
(b) section 237 (qualifying indemnity provision).
(1) A document may be served on a company registered under this Act by leaving it at, or sending it by post to, the company's registered office.
(2) A document may be served on an overseas company whose particulars are registered under section 1046—
(a) by leaving it at, or sending it by post to, the registered address of any person resident in the United Kingdom who is authorised to accept service of documents on the company's behalf, or
(b) if there is no such person, or if any such person refuses service or service cannot for any other reason be effected, by leaving it at or sending by post to any place of business of the company in the United Kingdom.
(3) For the purposes of this section a person's “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
(2) A document may be served on an overseas company whose particulars are registered under section 1046—
(a) by leaving it at, or sending it by post to, the company’s registered address, or
(b) by leaving it at, or sending it by post to, the registered address of any person resident in the United Kingdom who is authorised to accept service of documents on the company’s behalf.
(3) In subsection (2) “registered address”—
(a) in relation to the overseas company, means the address for the time being registered for the company under regulations under section 1048A(1)(a);
(b) in relation to a person other than the overseas company, means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
(4) Where a company registered in Scotland or Northern Ireland carries on business in England and Wales, the process of any court in England and Wales may be served on the company by leaving it at, or sending it by post to, the company's principal place of business in England and Wales, addressed to the manager or other head officer in England and Wales of the company.
Where process is served on a company under this subsection, the person issuing out the process must send a copy of it by post to the company's registered office.
(5) Further provision as to service and other matters is made in the company communications provisions (see section 1143).
1140 Service of documents on directors, secretaries and others
(1) A document may be served on a person to whom this section applies by leaving it at, or sending it by post to, the person's registered address.
(2) This section applies to—
(a) a director or secretary of a company;
(aa) a person who is a registrable person or a registrable relevant legal entity in relation to a company (within the meanings given by section 790C);
(b) in the case of an overseas company whose particulars are registered under section 1046, a person holding any such position as may be specified for the purposes of this section by regulations under that section;
(c) a person appointed in relation to a company as—
(i) a judicial factor (in Scotland),
(ii) an interim manager appointed under section 76 of the Charities Act 2011or section 33 of Charities Act (Northern Ireland) 2008 , or
(iii) a manager appointed under section 47 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27).
(3) This section applies whatever the purpose of the document in question.
It is not restricted to service for purposes arising out of or in connection with the appointment or position mentioned in subsection (2) or in connection with the company concerned.
(4) For the purposes of this section a person's “registered address” means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.
(5) If notice of a change of that address is given to the registrar, a person may validly serve a document at the address previously registered until the end of the period of 14 days beginning with the date on which notice of the change is registered.
(6) Service may not be effected by virtue of this section at an address—
(a) if notice has been registered of the termination of the appointment in relation to which the address was registered and the address is not a registered address of the person concerned in relation to any other appointment;
(b) in the case of a person holding any such position as is mentioned in subsection (2)(b), if the overseas company has ceased to have any connection with the United Kingdom by virtue of which it is required to register particulars under section 1046.
(7) Further provision as to service and other matters is made in the company communications provisions (see section 1143).
(8) Nothing in this section shall be read as affecting any enactment or rule of law under which permission is required for service out of the jurisdiction.
(1) In the Companies Acts a “service address”, in relation to a person, means an address at which documents may be effectively served on that person.
(2) The Secretary of State may by regulations specify conditions with which a service address must comply.
(3) Regulations under this section are subject to negative resolution procedure.
(1) The provisions of sections 1144 to 1148 and Schedules 4 and 5 (“the company communications provisions”) have effect for the purposes of any provision of the Companies Acts that authorises or requires documents or information to be sent or supplied by or to a company.
(2) The company communications provisions have effect subject to any requirements imposed, or contrary provision made, by or under any enactment.
(3) In particular, in their application in relation to documents or information to be sent or supplied to the registrar, they have effect subject to the provisions of Part 35.
(4) For the purposes of subsection (2), provision is not to be regarded as contrary to the company communications provisions by reason only of the fact that it expressly authorises a document or information to be sent or supplied in hard copy form, in electronic form or by means of a website.