Law

Companies Act 2006

United Kingdom · statute

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In force since 2026-07-16, as the publisher states.

Copy read on 2026-11-08. The page it was read from

Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.

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Contents: 1,649 provisions

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1,649 provisions

849 Restriction on application of unrealised profits

A company must not apply an unrealised profit in paying up debentures or any amounts unpaid on its issued shares.

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850 Treatment of certain older profits or losses

(1) Where the directors of a company are, after making all reasonable enquiries, unable to determine whether a particular profit made before the relevant date is realised or unrealised, they may treat the profit as realised. (2) Where the directors of a company, after making all reasonable enquiries, are unable to determine whether a particular loss made before the relevant date is realised or unrealised, they may treat the loss as unrealised. (3) For the purposes of this section the relevant date is— (a) for companies registered in Great Britain, 22nd December 1980; (b) for companies registered in Northern Ireland, 1st July 1983.

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851 Application of rules of law restricting distributions

(1) Except as provided in this section, the provisions of this Part are without prejudice to any rule of law restricting the sums out of which, or the cases in which, a distribution may be made. (2) For the purposes of any rule of law requiring distributions to be paid out of profits or restricting the return of capital to members— (a) section 845 (distributions in kind: determination of amount) applies to determine the amount of any distribution or return of capital consisting of or including, or treated as arising in consequence of the sale, transfer or other disposition by a company of a non-cash asset; and (b) section 846 (distributions in kind: treatment of unrealised profits) applies as it applies for the purposes of this Part. (3) In this section references to distributions are to amounts regarded as distributions for the purposes of any such rule of law as is referred to in subsection (1).

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852 Saving for other restrictions on distributions

The provisions of this Part are without prejudice to any enactment, or any provision of a company's articles, restricting the sums out of which, or the cases in which, a distribution may be made.

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853 Minor definitions

(1) The following provisions apply for the purposes of this Part. (2) References to profit or losses of any description— (a) are to profits or losses of that description made at any time, and (b) except where the context otherwise requires, are to profits or losses of a revenue or capital character. (3) “Capitalisation”, in relation to a company's profits, means any of the following operations (whenever carried out)— (a) applying the profits in wholly or partly paying up unissued shares in the company to be allotted to members of the company as fully or partly paid bonus shares, or (b) transferring the profits to capital redemption reserve. (4) References to “realised profits” and “realised losses”, in relation to a company's accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses. (5) Subsection (4) is without prejudice to— (a) the construction of any other expression (where appropriate) by reference to accepted accounting principles or practice, or (b) any specific provision for the treatment of profits or losses of any description as realised. (6) “Fixed assets” means assets of a company which are intended for use on a continuing basis in the company's activities.

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853A Duty to deliver confirmation statements

(1) Every company must, before the end of the period of 14 days after the end of each review period, deliver to the registrar— (a) such information as is necessary to ensure that the company is able to make the statement referred to in paragraph (b), and (b) a statement (a “confirmation statement”) confirming— (i) that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, all of the information that it is required to deliver in relation to the confirmation period concerned under any duty to notify a relevant event (see section 853B), (ii) that the company is delivering to the registrar at the same time as the confirmation statement any information that it is required to deliver by virtue of a duty imposed by any of sections 853BA to 853H, and (iii) in the case of a company’s first statement under this paragraph, that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, any information that it is required to deliver under section 167I, 279I or 790LG (pre-incorporation changes). (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) In this Part “confirmation period”— (a) in relation to a company's first confirmation statement, means the period beginning with the day of the company's incorporation and ending with the date specified in the statement (“the confirmation date”); (b) in relation to any other confirmation statement of a company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned. (4) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned. (5) For the purposes of this Part, each of the following is a review period— (a) the period of 12 months beginning with the day of the company's incorporation; (b) each period of 12 months beginning with the day after the end of the previous review period. (6) But where a company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date. (7) For the purpose of making a confirmation statement a company is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the company otherwise.

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853B Duties to notify a relevant event

The following duties are duties to notify a relevant event— (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) the duty to give notice of a change as mentioned in section 167G or 167H (changes in directors or required information about a director); (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (e) the duty to give notice of a change as mentioned in section 279G or 279H (change in secretary or joint secretaries or in required information about a secretary or joint secretary); (f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (fa) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (g) the duty to deliver anything as mentioned in section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH (information about persons with significant control); (h) in the case of a company which, in accordance with regulations under section 1136, keeps any company records at a place other than its registered office, any duty under the regulations to give notice of a change in the address of that place.

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853BA Duty to confirm lawful purpose

Where a company makes a confirmation statement it must at the same time deliver to the registrar a statement that the intended future activities of the company are lawful.

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853C Duty to notify a change in company's principal business activities

(1) This section applies where— (a) a company makes a confirmation statement, and (b) there has been a change in the company's principal business activities during the confirmation period concerned. (1A) This section also applies where— (a) a company makes its first confirmation statement, and (b) by the time of its incorporation, the company’s principal business activities had changed from those specified in the statement under section 9(5)(c). (2) The company must give notice to the registrar of the change at the same time as it delivers the confirmation statement. (3) The information as to the company's new principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.

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853CA Duty to notify a change in registered office

(1) This section applies where— (a) a company makes a confirmation statement, (b) the company’s registered office is not at an appropriate address within the meaning given by section 86(2), and (c) the company has not given a notice under section 87 (change of registered office) that is awaiting registration by the registrar. (2) The company must deliver a notice under section 87 at the same time as it delivers the confirmation statement.

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853CB Duty to notify a change in registered email address

(1) This section applies where— (a) a company makes a confirmation statement, (b) the company’s registered email address is not an appropriate email address within the meaning given by section 88A(2), and (c) the company has not given a notice under section 88B (change of registered email address) that is awaiting registration by the registrar. (2) The company must deliver a notice under section 88B at the same time as it delivers the confirmation statement.

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853D Duty to deliver statement of capital

(1) This section applies where a company having a share capital makes a confirmation statement. (2) The company must deliver a statement of capital to the registrar at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if there has been no change in any of the matters required to be dealt with by the statement of capital since the last such statement was delivered to the registrar. (4) The statement of capital must state with respect to the company's share capital at the confirmation date— (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.

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853E Duty to notify trading status of shares

(1) This section applies where a company having a share capital makes a confirmation statement. (2) The company must deliver to the registrar a statement dealing with the matters mentioned in subsection (4) at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if and to the extent that the last statement delivered to the registrar under this section applies equally to the confirmation period concerned. (4) The matters are— (a) whether any of the company's shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom, and (b) if so, whether both of the conditions mentioned in subsection (5) were satisfied throughout the confirmation period concerned. (5) The conditions are that— (a) there were shares of the company which were shares admitted to trading on a relevant market; (b) the company was a DTR5 issuer. (6) In this Part— “DTR5 issuer” means an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (as amended or replaced from time to time) applies; “relevant market” means— a recognised investment exchange, as defined in section 285(1)(a) (exemption for recognised exemption exchanges and clearance houses) of the Financial Services and Markets Act 2000 (“the Act”); and any other market which is a UK regulated market or an EU regulated market, but not an overseas investment exchange, as defined by section 313 (interpretation of Part 18) of the Act.

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853F Duty to deliver shareholder information: non-traded companies

(1) This section applies where— (a) a non-traded company makes a confirmation statement, ... (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) A “non-traded company” is a company none of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom. (3) The company must deliver the information falling within subsection (5) to the registrar at the same time as it delivers the confirmation statement. (4) Subsection (3) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (5) The information is— (a) the name (as it appears in the company's register of members) of every person who was at any time during the confirmation period a member of the company, (b) the number of shares of each class held at the end of the confirmation date concerned by each person who was a member of the company at that time, (c) the number of shares of each class transferred during the confirmation period concerned by or to each person who was a member of the company at any time during that period, and (d) the dates of registration of those transfers. (6) The registrar may impose requirements about the form in which information of the kind mentioned in subsection (5)(a) is delivered for the purpose of enabling the entries on the register relating to any given person to be easily found.

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853G Duty to deliver shareholder information: certain traded companies

(1) This section applies where a traded company makes a confirmation statement. (2) A “traded company” is a company any of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom. (3) But a company is not a traded company if throughout the confirmation period concerned— (a) there were shares of the company which were shares admitted to trading on a relevant market, and (b) the company was a DTR5 issuer. (4) The company must deliver the information falling within subsection (6) to the registrar at the same time as it delivers the confirmation statement. (5) Subsection (4) does not apply if and to the extent the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (6) The information is— (a) the name and address (as they appear in the company's register of members) of each person who, at the end of the confirmation date concerned, held at least 5% of the issued shares of any class of the company, and (b) the number of shares of each class held by each such person at that time.

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853H Duty to deliver information about exemption from Part 21A

(1) This section applies where a company ... to which Part 21A does not apply (information about people with significant control, see section 790B), makes a confirmation statement. (2) The company must deliver to the registrar a statement of the fact that it is a company to which Part 21A does not apply at the same time as it delivers the confirmation statement. (2A) The statement under subsection (2) must specify— (a) whether the company falls within the description specified in section 790B(1)(a) or a description specified in regulations under section 790B(1)(b), and (b) if it falls within a description specified in regulations under section 790B(1)(b), what that description is. (3) Subsection (2) does not apply if the last statement delivered to the registrar under this section applies equally to the confirmation period concerned.

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853I Duty to deliver information about people with significant control

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853J Power to amend duties to deliver certain information

(1) The Secretary of State may by regulations make provision about the duties on a company in relation to the delivery of information falling within section 853E(4), 853F(5), 853G(6) or 853H(2) (referred to in this section as “relevant information”). (2) The regulations may, in particular, make provision requiring relevant information to be delivered— (a) on such occasions as may be prescribed; (b) at such intervals as may be prescribed. (3) The regulations may amend or repeal the provisions of sections 853A, 853B and 853E to 853H. (4) The regulations may provide— (a) that where a company fails to comply with any duty to deliver relevant information an offence is committed by— (i) the company, and (ii) every officer of the company who is in default; (b) that a person guilty of such an offence is liable on summary conviction— (i) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (ii) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale; (c) that, in the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under provision made under paragraph (a) in relation to the initial contravention but who is in default in relation to the continued contravention; (d) that a person guilty of such an offence is liable on summary conviction— (i) in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default; (ii) in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default. (5) The regulations may provide that, for the purposes of any provision made under subsection (4), a shadow director is to be treated as a director. (6) Regulations under this section are subject to affirmative resolution procedure.

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853K Confirmation statements: power to make further provision by regulations

(1) The Secretary of State may by regulations make further provision as to the duties to deliver information to the registrar to which a confirmation statement is to relate. (2) The regulations may— (a) amend or repeal the provisions of sections 853A to 853H , and (b) provide for exceptions from the requirements of those sections as they have effect from time to time. (3) Regulations under this section which provide that a confirmation statement must relate to a duty to deliver information not for the time being mentioned in section 853A(1)(b) are subject to affirmative resolution procedure. (4) Any other regulations under this section are subject to negative resolution procedure.

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853L Failure to deliver confirmation statement

(1) If a company fails to deliver a confirmation statement before the end of the period of 14 days after the end of a review period 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 a director. (2) A person guilty of an offence under subsection (1) is liable on summary conviction— (a) in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (3) The contravention continues until such time as a confirmation statement specifying a confirmation date no later than the last day of the review period concerned is delivered by the company to the registrar. (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5) In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention. (6) A person guilty of an offence under subsection (5) is liable on summary conviction— (a) in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default; (b) in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default.

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854 Duty to deliver annual returns

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855 Contents of annual return: general

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855A Required particulars of directors and secretaries

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856 Contents of annual return: information about shares and share capital

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856A Contents of annual return: information about shareholders: non-traded companies

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856B Contents of annual return: information about shareholders: certain traded companies

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857 Contents of annual return: power to make further provision by regulations

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858 Failure to deliver annual return

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859 Application of provisions to shadow directors

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859A Charges created by a company

(1) Subject to subsection (6), this section applies where a company creates a charge. (2) The registrar must register the charge if, before the end of the period allowed for delivery, the company or any person interested in the charge delivers to the registrar for registration a section 859D statement of particulars. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (4) “The period allowed for delivery” is 21 days beginning with the day after the date of creation of the charge (see section 859E), unless an order allowing an extended period is made under section 859F(3). (5) Where an order is made under section 859F(3) a copy of the order must be delivered to the registrar with the statement of particulars. (6) This section does not apply to— (a) a charge in favour of a landlord on a cash deposit given as a security in connection with the lease of land; (b) a charge created by a member of Lloyd's (within the meaning of the Lloyd's Act 1982 ) to secure its obligations in connection with its underwriting business at Lloyd's; (c) a charge excluded from the application of this section by or under any other Act. (7) In this Part— “cash” includes foreign currency, “charge” includes— a mortgage; a standard security, assignation in security, and any other right in security constituted under the law of Scotland, including any heritable security, but not including a pledge, and “company” means a UK-registered company.

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859B Charge in series of debentures

(1) This section applies where— (a) a company creates a series of debentures containing a charge, or giving a charge by reference to another instrument, and (b) debenture holders of that series are entitled to the benefit of the charge pari passu. (2) The registrar must register the charge if, before the end of the period allowed for delivery, the company or any person interested in the charge delivers to the registrar for registration, a section 859D statement of particulars which also contains the following— (a) either— (i) the name of each of the trustees for the debenture holders, or (ii) where there are more than four such persons, the names of any four persons listed in the charge instrument as trustees for the debenture holders, and a statement that there are other such persons; (b) the dates of the resolutions authorising the issue of the series; (c) the date of the covering instrument (if any) by which the series is created or defined. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars. (4) Where the charge is not created or evidenced by an instrument, the registrar is required to register it only if a certified copy of one of the debentures in the series is delivered to the registrar with the statement of particulars. (5) For the purposes of this section a statement of particulars is taken to be a section 859D statement of particulars even if it does not contain the names of the debenture holders. (6) “The period allowed for delivery” is— (a) if there is a deed containing the charge, 21 days beginning with the day after the date on which the deed is executed; (b) if there is no deed containing the charge, 21 days beginning with the day after the date on which the first debenture of the series is executed. (7) Where an order is made under section 859F(3) a copy of the order must be delivered to the registrar with the statement of particulars. (8) In this section “ deed ” means— (a) a deed governed by the law of England and Wales or Northern Ireland, or (b) an instrument governed by a law other than the law of England and Wales or Northern Ireland which requires delivery under that law in order to take effect.

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859C Charges existing on property or undertaking acquired

(1) This section applies where a company acquires property or undertaking which is subject to a charge of a kind which would, if it had been created by the company after the acquisition of the property or undertaking, have been capable of being registered under section 859A. (2) The registrar must register the charge if the company or any person interested in the charge delivers to the registrar for registration a section 859D statement of particulars. (3) Where the charge is created or evidenced by an instrument, the registrar is required to register it only if a certified copy of the instrument is delivered to the registrar with the statement of particulars.

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859D Particulars to be delivered to registrar

(1) A statement of particulars relating to a charge created by a company is a “section 859D statement of particulars” if it contains the following particulars— (a) the registered name and number of the company; (b) the date of creation of the charge and (if the charge is one to which section 859C applies) the date of acquisition of the property or undertaking concerned; (c) where the charge is created or evidenced by an instrument, the particulars listed in subsection (2); (d) where the charge is not created or evidenced by an instrument, the particulars listed in subsection (3). (2) The particulars referred to in subsection (1)(c) are— (a) any of the following— (i) the name of each of the persons in whose favour the charge has been created or of the security agents or trustees holding the charge for the benefit of one or more persons; or, (ii) where there are more than four such persons, security agents or trustees, the names of any four such persons, security agents or trustees listed in the charge instrument, and a statement that there are other such persons, security agents or trustees; (b) whether the instrument is expressed to contain a floating charge and, if so, whether it is expressed to cover all the property and undertaking of the company; (c) whether any of the terms of the charge prohibit or restrict the company from creating further security that will rank equally with or ahead of the charge; (d) whether (and if so, a short description of) any land, ship, aircraft or intellectual property that is registered or required to be registered in the United Kingdom, is subject to a charge (which is not a floating charge) or fixed security included in the instrument; (e) whether the instrument includes a charge (which is not a floating charge) or fixed security over— (i) any tangible or corporeal property, or (ii) any intangible or incorporeal property, not described in paragraph (d). (3) The particulars referred to in subsection (1)(d) are— (a) a statement that there is no instrument creating or evidencing the charge; (b) the names of each of the persons in whose favour the charge has been created or the names of any security agents or trustees holding the charge for the benefit of one or more persons; (c) the nature of the charge; (d) a short description of the property or undertaking charged; (e) the obligations secured by the charge. (4) In this section “ fixed security ” has the meaning given in section 486(1) of the Companies Act 1985 . (5) In this section “ intellectual property ” includes— (a) any patent, trade mark, registered design, copyright or design right; (b) any licence under or in respect of any such right.

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859E Date of creation of charge

(1) For the purposes of this Part, a charge of the type described in column 1 of the Table below is taken to be created on the date given in relation to it in column 2 of that Table. 1. Type of charge | 2. When charge created Standard security | The date of its recording in the Register of Sasines or its registration in the Land Register of Scotland Charge other than a standard security, where created or evidenced by an instrument | Where the instrument is a deed that has been executed and has immediate effect on execution and delivery, the date of delivery Where the instrument is a deed that has been executed and held in escrow, the date of delivery into escrow Where the instrument is a deed that has been executed and held as undelivered, the date of delivery Where the instrument is not a deed and has immediate effect on execution, the date of execution Where the instrument is not a deed and does not have immediate effect on execution, the date on which the instrument takes effect Charge other than a standard security, where not created or evidenced by an instrument | The date on which the charge comes into effect. (2) Where a charge is created or evidenced by an instrument made between two or more parties, references in the Table in subsection (1) to execution are to execution by all the parties to the instrument whose execution is essential for the instrument to take effect as a charge. (3) This section applies for the purposes of this Chapter even if further forms, notices, registrations or other actions or proceedings are necessary to make the charge valid or effectual for any other purposes. (4) For the purposes of this Chapter, the registrar is entitled without further enquiry to accept a charge as created on the date given as the date of creation of the charge in a section 859D statement of particulars. (5) In this section “ deed ” means— (a) a deed governed by the law of England and Wales or Northern Ireland, or (b) an instrument governed by a law other than the law of England and Wales or Northern Ireland which requires delivery under that law in order to take effect. (6) References in this section to delivery, in relation to a deed, include delivery as a deed where required.

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859F Extension of period allowed for delivery

(1) Subsection (3) applies if the court is satisfied that— (a) neither the company nor any other person interested in the charge has delivered to the registrar the documents required under section 859A or (as the case may be) 859B before the end of the period allowed for delivery under the section concerned, and (b) the requirement in subsection (2) is met. (2) The requirement is— (a) that the failure to deliver those documents— (i) was accidental or due to inadvertence or to some other sufficient cause, or (ii) is not of a nature to prejudice the position of creditors or shareholders of the company, or (b) that on other grounds it is just and equitable to grant relief. (3) The court may, on the application of the company or a person interested, and on such terms and conditions as seem to the court just and expedient, order that the period allowed for delivery be extended.

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859G Personal information etc in certified copies

(1) The following are not required to be included in a certified copy of an instrument or debenture delivered to the registrar for the purposes of any provision of this Chapter— (a) personal information relating to an individual (other than the name of an individual); (b) the number or other identifier of a bank or securities account of a company or individual; (c) a signature. (2) The registrar is entitled without further enquiry, to accept the certified copy of an instrument whether or not any of the information in subsection (1) is contained within the instrument.

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859H Consequence of failure to deliver charges

(1) This section applies if— (a) a company creates a charge to which section 859A or 859B applies, and (b) the documents required by section 859A or (as the case may be) 859B are not delivered to the registrar by the company or another person interested in the charge before the end of the relevant period allowed for delivery. (2) “The relevant period allowed for delivery” is— (a) the period allowed for delivery under the section in question, or (b) if an order under section 859F(3) has been made, the period allowed by the order. (3) Where this section applies, the charge is void (so far as any security on the company's property or undertaking is conferred by it) against— (a) a liquidator of the company, (b) an administrator of the company, and (c) a creditor of the company. (4) Subsection (3) is without prejudice to any contract or obligation for repayment of the money secured by the charge; and when a charge becomes void under this section, the money secured by it immediately becomes payable.

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859I Entries on the register

(1) This section applies where a charge is registered in accordance with a provision of this Chapter. (2) The registrar must— (a) allocate to the charge a unique reference code and place a note in the register recording that reference code; and (b) include in the register any documents delivered under section 859A(3) or (5), 859B(3), (4) or (7), or 859C(3). (3) The registrar must give a certificate of the registration of the charge to the person who delivered to the registrar a section 859D statement of particulars relating to the charge. (4) The certificate must state— (a) the registered name and number of the company in respect of which the charge was registered; and (b) the unique reference code allocated to the charge. (5) The certificate must be signed by the registrar or authenticated by the registrar's official seal. (6) In the case of registration under section 859A or 859B, the certificate is conclusive evidence that the documents required by the section concerned were delivered to the registrar before the end of the relevant period allowed for delivery. (7) “The relevant period allowed for delivery” is— (a) the period allowed for delivery under the section in question, or (b) if an order under section 859F(3) has been made, the period allowed by the order.

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859J Company holding property or undertaking as trustee

(1) Where a company is acting as trustee of property or undertaking which is the subject of a charge delivered for registration under this Chapter, the company or any person interested in the charge may deliver to the registrar a statement to that effect. (2) A statement delivered after the delivery for registration of the charge must include— (a) the registered name and number of the company; and (b) the unique reference code allocated to the charge.

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859K Registration of enforcement of security

(1) Subsection (2) applies where a person— (a) obtains an order for the appointment of a receiver or manager of a company's property or undertaking, or (b) appoints such a receiver or manager under powers contained in an instrument. (2) The person must, within 7 days of the order or of the appointment under those powers— (a) give notice to the registrar of that fact, and (b) if the order was obtained, or the appointment made, by virtue of a registered charge held by the person give the registrar a notice containing— (i) in the case of a charge created before 6th April 2013, the information specified in subsection (4); (ii) in the case of a charge created on or after 6th April 2013, the unique reference code allocated to the charge. (3) Where a person appointed receiver or manager of a company's property or undertaking under powers contained in an instrument ceases to act as such a receiver or manager, the person must, on so ceasing— (a) give notice to the registrar of that fact, and (b) give the registrar a notice containing— (i) in the case of a charge created before 6th April 2013, the information specified in subsection (4), or (ii) in the case of a charge created on or after 6th April 2013, the unique reference code allocated to the charge. (4) The information referred to in subsections (2)(b)(i) and (3)(b)(i) is— (a) the date of the creation of the charge; (b) a description of the instrument (if any) creating or evidencing the charge; (c) short particulars of the property or undertaking charged. (5) The registrar must include in the register— (a) a fact of which notice is given under subsection (2)(a), and (b) a fact of which notice is given under subsection (3)(a). (6) A person who makes default in complying with the requirements of subsections (2) or (3) of this section commits an offence. (7) 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. (8) This section applies only to a receiver or manager appointed— (a) by a court in England and Wales or Northern Ireland, or (b) under an instrument governed by the law of England and Wales or Northern Ireland. (9) This section does not apply to a receiver appointed under Chapter 2 of Part 3 of the Insolvency Act 1986 (receivers (Scotland)) .

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