Companies Act 2006

[F1 [F2 128E Duty to notify registrar of changes U.K.

(1) The duty under subsection (2) applies during the period when an election under section 128B is in force.

(2) The company must deliver to the registrar any relevant information that the company would during that period have been obliged under this Act to enter in its register of members, had the election not been in force.

(3) “Relevant information” means information other than—

(a) the date mentioned in section 113(2)(b) (date when person registered as member),

(b) the date mentioned in section 123(3)(b) (date when membership of limited company increases from one to two or more members), and

(c) the dates mentioned in the following provisions, but only in cases where the date to be recorded in the central register is to be the date on which the document containing information of the relevant change is registered by the registrar—

(i) section 113(2)(c) (date when person ceases to be member),

(ii) section 123(2)(b) (date when company becomes single member company).

(4) The relevant information must be delivered as soon as reasonably practicable after the company becomes aware of it and, in any event, no later than the time by which the company would have been required to enter the information in its register of members.

(5) In a case of the kind described in subsection (3)(c), the company must, when it delivers information under subsection (2) of the relevant change, indicate to the registrar that, in accordance with section 1081(1A), the date to be recorded in the central register is to be the date on which the document containing that information is registered by the registrar.

(6) If default is made in complying with this section, 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 an officer of the company.

(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.]]

Textual Amendments

F1 Pt. 8 Ch. 2A omitted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 49(2)(b), 219(1)(2)(b)

F2 Pt. 8 Ch. 2A inserted (30.6.2016) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 5 para. 3; S.I. 2016/321, reg. 6(c)