The Companies (Company Records) Regulations 2008

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations relate to the inspection and provision of copies of company records.

Previous legislation relating to company records is revoked subject to a saving for requests to be provided with a copy of a record where the request is made before 1st October 2009 (regulation 2).

A company may keep company records referred to in the provisions listed in section 1136(2) of the Companies Act 2006 (c.46) (“the Act”) available for inspection at one location other than its registered office (Part 2). That location must be notified to the registrar of companies. The reference in regulation 3 to registration in a particular part of the United Kingdom is to registration by the registrar of companies for that part of the United Kingdom (see section 1060 of the Act).

Part 3 sets out the obligations of companies in relation to company records in respect of which there is a right of inspection. A private company shall make its company records available for at least 2 hours between 9 am and 5 pm on a working day and that working day and time period must be specified by giving the required notice (regulation 4(1) and (4)). The required notice is either at least 2 working days in the circumstances set out in regulation 4(2) or at least 10 working days in all other cases (regulation 4(3)). A public company is required to make its company records available for inspection between 9 am and 5 pm on every working day (regulation 5). “Working day” is defined in section 1173(1) of the Act.

A company is not required to present a company record in a different order, structure or form to the one set out in that record (regulation 6(1)). A person may make a copy of a company record but a company is not required to assist that person in making that copy (regulation 6(2)). However, nothing in these Regulations prevents a company from providing more extensive facilities than those set out in these Regulations (see section 1137(5)(a) of the Act).

Part 4 deals with the obligations of companies in relation to the provision of copies of company records. “Hard copy form”, “electronic copy form” and related expressions are defined in section 1168 of the Act. Company records may be kept in hard copy or electronic form provided that the information is adequately recorded (see section 1135(1) of the Act) but if kept in electronic form, they must be capable of being reproduced in hard copy form (see section 1135(2) of the Act).

A person who requests a hard copy of a company record must be supplied with a hard copy (regulation 7).

A person who requests an electronic copy of a record must be supplied with an electronic copy unless the record is only kept in hard copy (regulation 8(1) and (2)). The company can decide which electronic form in which to supply the record (regulation 8(1)) (subject to section 1168(5) and (6) of the Act which imposes conditions relating to the form and legibility of the copy).

Where a company provides a copy of a company record in electronic form to a company member or debenture holder, it is not then obliged to send a hard copy of that record to such a person free of charge (regulation 8(3)). Regulation 8(3), in conjunction with section 1143 of the Act, disapplies section 1145 of the Act.

A company is not required to present information in a copy of a company record in a different order, structure or form to the one set out in that record (regulation 9).

A full impact assessment of the effect that this instrument will have on the costs of business and the voluntary sector is available from the Company Law and Governance Directorate, Department for Business, Enterprise and Regulatory Reform, 1 Victoria Street, London, SW1H 0ET or on www.berr.gov.uk/bbf/co-act-2006 and is annexed to the Explanatory Memorandum which is available alongside the instrument on the OPSI website.