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Companies Act 2006

The register

Section 1080: The register

1386.This section imposes an obligation on the registrar to keep a record of the material received. It gives a discretion as to the form in which the record is kept. Subsection (3) provides that this discretion is subject to the terms of the amended First Company Law Directive (68/151/EEC), Article 3.2 of which requires any documents and particulars it covers which are delivered on after 1 January 2007 to be retained in electronic form. The documents covered by this obligation are those set out in section 1078.

Section 1081: Annotation of the register

1387.It is important that the register is as useful and transparent a source of information as possible for users. Hence, this section sets out certain circumstances in which the registrar is obliged to annotate the information on the register to gloss it or provide supplementary information. Annotations must for example be provided to show the date of delivery of information; and the fact that information has been replaced, corrected or removed. This section responds to a recommendation of the CLR (summarised in their Final Report at paragraph 11.48). Subsection (5) provides that the court can dispense with the need for annotation in certain circumstances.

1388.The Secretary of State has power to make provision by regulations extending the circumstances where the registrar can or should make annotations.

Section 1082: Allocation of unique identifiers

1389.This section is a new provision. It gives the Secretary of State a power to make regulations so that unique identifiers can be allocated to company officers such as directors. This provision supports those that provide for the home addresses of directors no longer to be kept on the public record. The unique identifier enables searchers to distinguish between different persons of the same name.

Sections 1083 and 1084: Preservation of original documents and records relating to companies that have been dissolved etc

1390.Section 1083 replaces section 707A(2) of the 1985 Act. However, the obligation on the registrar to keep the originals of documents received now only applies for three years (as opposed to ten in the existing provision). This section also provides that the obligation to retain originals does not extend to an original document provided electronically (provided that the information itself has been placed on the register).

1391.Section 1084 replaces sections 707(3) and (4) of the 1985 Act, and provides that records may be transferred to the Public Records Office two years after a company has been dissolved. It also makes equivalent provision for certain overseas companies which, for example, by ceasing to have any connection with the UK, are no longer caught by UK regulatory requirements.

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