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The Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009

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Regulation 3

SCHEDULE 1THE PERFORMANCE OF FUNCTIONS RELATING TO THE RECEIPT OF DOCUMENTS BY THE REGISTRAR AND THEIR REGISTRATION

This schedulenoteType=Explanatory Memorandum has no associated

PART 1INTERPRETATION

Enactments and legal entities

1.  (1)  In this Schedule the following meanings are given to the enactments referred to and, where relevant, to the legal entities created under them—

the “2000 Act” means the Limited Liability Partnerships Act 2000(1) and “limited liability partnership” means a body corporate incorporated under that Act,

the “LLP Regulations” means the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009(2),

the “OC Regulations” means the Overseas Companies Regulations 2009(3),

the “OC Charges Regulations” means the Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009(4).

(2) In paragraph 10(e) in Part 2 of this Schedule, a reference to an “overseas company” includes a reference to any credit or financial institution to which section 1050 of the 2006 Act applies.

(3) Words and expressions used in the enactments set out in sub-paragraph (1) have the same meaning when used in this Schedule as they have in those enactments.

Meaning of “relevant documents”

2.  (1)  For the purposes of paragraphs 7(e), 9(b) and 10(e) a “relevant document” is any document required or authorised to be delivered to the registrar in respect of a company, limited liability partnership or overseas company, as the case may be, by or under any provision of—

(a)the 2006 Act, or

(b)the 2000 Act, or

(c)the OC Regulations, or

(d)the LLP Regulations,

other than a document specified in sub-paragraph (2) below.

(2) A document is not a relevant document if—

(a)a fee is specified in this Schedule in relation to the registration of a document, or the performance by the registrar of a function, under any particular provision of the enactments listed in sub-paragraph (1) above; or

(b)that document is required or authorised to be delivered to the registrar by or under an excluded provision; and, for these purposes, an excluded provision is any provision of the enactments listed in sub-paragraph (1) above which is specified in Part 3 of this Schedule.

Meaning of “relevant period”

3.  (1)  In this Schedule in relation to a company or a limited liability partnership a “relevant period” means one of the following periods—

(a)the period beginning with its incorporation and ending immediately after the delivery to the registrar of its first annual return; or

(b)a period beginning immediately after the delivery to the registrar of an annual return and ending immediately after the delivery to the registrar of the next annual return.

(2) In this Schedule in relation to an overseas company a “relevant period” means one of the following periods—

(a)the period beginning with the registration of the documents required to be delivered to the registrar under Part 2 of the OC Regulations in respect of the opening of an establishment in the United Kingdom and ending immediately after the first delivery to the registrar of its accounting documents or, as the case may be, its annual accounts; or

(b)a period beginning immediately after a delivery of accounting documents or annual accounts to the registrar and ending immediately after delivery to the registrar of the next accounting documents or annual accounts.

Meaning of “same day registration”

4.  For the purposes of this Schedule documents are delivered for “same day registration” if—

(a)a request for same day registration and all documents required to be delivered to the registrar in connection with that registration are received by the registrar before 3.00 pm on the day in question; and

(b)the registration is completed on that day.

General

5.  Where, in relation to any matter in respect of which a fee is payable under this Schedule, the means of delivery to the registrar of the documents required to be delivered in relation to that matter, or the form of those documents are not specified, that fee is payable only in respect of documents that are delivered in hard copy form.

6.  Where, in relation to any matter in respect of which a fee is payable under this Schedule, no provision is made for same day registration of the documents required to be delivered to the registrar in relation to that matter, that fee is only payable in respect of the delivery of documents other than for same day registration.

PART 2FEES PAYABLE

Companies

7.  Subject to paragraph 8, in respect of the performance by the registrar of his functions in relation to the registration of documents delivered to him in respect of companies, the fee specified in relation to each matter below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraphs (e) and (h)—

Matter in relation to which fee is payableAmount of fee
(a)

for the registration of a company under section 14 of the 2006 Act—

(i)

where the required documents are delivered in hard copy form for same day registration,

£50.00
(ii)

where the required documents are delivered in hard copy form other than for same day registration,

£20.00
(iii)

where the required documents are delivered by electronic means for same day registration,

£30.00
(iv)

where the required documents are delivered by electronic means other than for same day registration;

£15.00
(b)

for the re-registration of a company under Part 7 of the 2006 Act—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£20.00
(c)

for the re-registration of a company as a private company under section 651 of the 2006 Act—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£20.00
(d)

for the re-registration of a company as a private company under section 665 of the 2006 Act—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£20.00
(e)

for the registration of all relevant documents in respect of a company delivered during a relevant period payable at the end of that period on the registration of the annual return of the company under section 854 of the 2006 Act—

(i)

where the annual return is delivered in hard copy form,

£30.00
(ii)

where the annual return is delivered by electronic means,

£15.00
(iii)

where the annual return of a company is delivered in hard copy form with the exception of a list of members of that company exceeding 49 pages, and that list is delivered in electronic form other than by electronic means;

£30.00
(f)

for the registration of a change of name of a company under section 80 of the 2006 Act (other than a change made in response to a direction of the Secretary of State under section 64 or 67 of the 2006 Act, a determination by a company names adjudicator or a court under section 73(5) or 74(5) of that Act or on the restoration of the company to the register under section 1033(2)(a)(i) of that Act)—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£10.00
(g)

for the registration of a charge under Part 25 of the 2006 Act;

£13.00
(h)

for the striking off the register of a company’s name payable on an application under section 1003 of the 2006 Act.

£10.00

8.  (1)  The fee specified in paragraph 7(f) is not payable where the change of name relates solely to the indication of the particular type of company that the company whose name is changed becomes on its re-registration under Part 7 of the 2006 Act.

(2) Where a change of name is conditional on the occurrence of an event and that event occurs on or after 1st October 2009 the giving of notice of the event to the registrar, under section 78(3)(b) of the 2006 Act, is the required document for the registration of the change of name for the purposes of this Schedule.

Limited liability partnerships

9.  In respect of the performance by the registrar of his functions in relation to the registration of documents delivered to him in respect of limited liability partnerships the fee specified in relation to each matter set out below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraphs (b) and (e)—

Matter in relation to which fee is payableAmount of fee
(a)

for the registration of a limited liability partnership under section 3 of the 2000 Act(5)—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£20.00
(b)

for the registration of all relevant documents in respect of a limited liability partnership delivered during a relevant period payable at the end of that period on the registration of the annual return of the limited liability partnership under section 854 of the 2006 Act as applied to limited liability partnerships by regulation 30 of the LLP Regulations;

£30.00
(c)

for the registration of a change of name of a limited liability partnership under paragraph 5 of the Schedule to the 2000 Act(6) (other than a change made in response to a direction of the Secretary of State under section 67 of the 2006 Act as applied by regulation 11 of the LLP Regulations, a determination by a company names adjudicator or a court under section 73(5) or 74(5) of the 2006 Act as applied by regulation 12 of the LLP Regulations or on the restoration of the limited liability partnership to the register under section 1033(2)(a)(i) of the 2006 Act as applied by regulation 58 of the LLP Regulations)—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£10.00
(d)

for the registration of a charge under Part 25 of the 2006 Act as applied to limited liability partnerships by Part 9 of the LLP Regulations;

£13.00
(e)

for the striking off the register of a limited liability partnership’s name payable on an application under section 1003 of the 2006 Act as applied to limited liability partnerships by regulation 51 of the LLP Regulations.

£10.00

Overseas companies

10.  In respect of the performance by the registrar of his functions in relation to the registration of documents delivered to him in respect of overseas companies the fee specified in relation to each matter set out below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraph (e)—

Matter in relation to which fee is payableAmount of fee
(a)

for the registration of documents required to be delivered to the registrar under Part 2 of the OC Regulations in respect of the opening of an establishment in the United Kingdom—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£20.00
(b)

for the registration of an alteration to the registered particulars of an overseas company under Part 3 of the OC Regulations where the alteration is a change of the name of the overseas company—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£10.00
(c)

for the registration of an alternative name specified in accordance with section 1048 of the 2006 Act—

(i)

where the required documents are delivered for same day registration,

£50.00
(ii)

where the required documents are delivered other than for same day registration;

£10.00
(d)

for the registration of a charge under Part 3 of the OC Charges Regulations;

£13.00
(e)

for the registration of all relevant documents in respect of an overseas company delivered during a relevant period payable at the end of that period on registration of the accounting documents or, as the case may be, the annual accounts of the overseas company required to be delivered to the registrar under Parts 5 and 6 of the OC Regulations.

£30.00

PART 3PROVISIONS REFERRED TO IN PARAGRAPH 2(2)(b)

Excluded provisions

11.  For the purposes of paragraph 2(2)(b) of this Schedule, the excluded provisions are–

(a)in relation to a company, sections 108, 644, 649, 1024, 1088, 1094 and 1095 of the 2006 Act;

(b)in relation to a limited liability partnership, sections 1024, 1088, 1094 and 1095 of the 2006 Act as applied by regulations 56, 66 and 67 of the LLP Regulations; and

(c)in relation to an overseas company, sections 1088, 1094 and 1095 of the 2006 Act.

(5)

Section 3 was amended by S.I. 2009/1804, Schedule 3, paragraph 2.

(6)

Paragraph 5 was amended by S.I. 2009/1804, Schedule 3, paragraph 10(4).

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