Chwilio Deddfwriaeth

Companies Act 2006

Requirements for proper delivery

Section 1072: Requirements for proper delivery

1377.This section provides that, in order for a document to be properly delivered to the registrar, various conditions (specified in subsection (1)(a) to (g)) must be met. Where those conditions are not satisfied, and the document is therefore not “properly” delivered, it is not to be treated as having been delivered for the purposes of the underlying provision which authorises or requires it.

Section 1073: Power to accept documents not meeting requirements for proper delivery

1378.The registrar may still accept (and register) a document that does not comply with the requirements for proper delivery, although such acceptance does not (subsection (4)) exempt the filer from any consequence attaching to failure to comply with the original requirements for delivery.

Section 1074: Documents containing unnecessary material

1379.Documents are sometimes delivered to the registrar which contain “unnecessary” material, i.e. material for which there was no legal requirement or authorisation. Where the unnecessary material cannot readily be separated from the necessary material, then the document as a whole is treated as not properly delivered. Where it is separable, the registrar has the option of either registering the entire document as delivered, or excising the unnecessary material and registering the remainder.

Section 1075: Informal correction of document

1380.This is a new provision, giving the registrar power to correct information in a document by informal means (for example, by taking revisions or supplementary information from the company over the telephone) but only in very limited circumstances. It can be used as an alternative to rejecting or removing information:

  • on the grounds that it is incomplete (e.g. empty fields within the document);

  • on the grounds that it is internally inconsistent (e.g. the company number does not correspond to the company name);

1381.This ability to make informal corrections only applies where companies have informed the registrar that it should apply. The registrar needs to initiate the correction and be satisfied that the person is authorised to give the information sought. In order to be satisfied as to the authority of the person she is telephoning, the registrar may provide for identification numbers or other checks on identity.

Section 1076: Replacement of document not meeting requirements for proper delivery

1382.This section sets out how the registrar may accept a replacement document that was not properly delivered in the first place. In essence, the registrar must be satisfied that the replacement document is delivered by the original filer, or by the company to which the original document relates, and that the replacement is “properly delivered” (as defined in section 1072)). It also allows the registrar to impose requirements to ensure that the replacement can clearly be associated with a particular original.

Sections 1077 and 1078: Public notice of receipt of documents subject to Directive disclosure requirements

1383.These sections replace section 711 of the 1985 Act, which provides that certain notices must be published in the Gazette, and lists the documents to which that requirement relates. This list derives from Community legislation, principally the First Company Law Directive (68/151/EEC) as amended by Directive 2003/58/EC.

1384.Section 1077 provides that notice of receipt of these documents must be published either in the Gazette, or by some other means (as may be specified under section 1116). Section 1078 lists the documents subject to Directive disclosure requirements.

Section 1079: Effect of failure to give public notice

1385.This section effectively replaces section 42 of the 1985 Act. It sets out how a company, in its dealings with third parties, may not rely on the consequences of certain events (those which are set out in subsection (2)) unless notice of the event has duly appeared in the Gazette or been published in some other way provided for in section 1116.

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