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Statutory Instruments

2012 No. 1907

Fees And Charges

The Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012

Made

18th July 2012

Laid before Parliament

23rd July 2012

Coming into force

1st October 2012

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 243(3), 1063(1) to (3) and 1292(1) of the Companies Act 2006(1).

Modifications etc. (not altering text)

Citation and commencementU.K.

1.  These Regulations may be cited as the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012 and come into force on 1st October 2012.

Commencement Information

I1Reg. 1 in force at 1.10.2012, see reg. 1

InterpretationU.K.

2.  In these Regulations–

“the 2006 Act” means the Companies Act 2006; and

“company” includes, where appropriate, a reference to a company to which section 1040 or 1043 of the 2006 Act applies.

Commencement Information

I2Reg. 2 in force at 1.10.2012, see reg. 1

Fees payable in respect of functions relating to the registration of documents by the registrarU.K.

3.  Schedule 1 to these Regulations makes provision for the fees that are payable to the registrar in respect of the receipt of documents relating to companies, overseas companies and limited liability partnerships by the registrar and their registration.

Commencement Information

I3Reg. 3 in force at 1.10.2012, see reg. 1

Fees payable in respect of the inspection or provision of copies of documents kept by the registrarU.K.

F14.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F25.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Fees payable in respect of the disclosure of information not made available for public inspectionU.K.

F36.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Transitional provisionsU.K.

7.—(1) Where any document delivered to the registrar on or before 30th September 2012 is registered on or after 1st October 2012 the fee prescribed in Schedule 1 to the Regulations in respect of that document shall not apply and any fee payable in respect of that document by virtue of the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009(2) shall apply.

(2) Where any application is made or subscription is payable to the registrar on or before 30th September 2012 in respect of the inspection of, or the provision of copies of, material kept by the registrar, the fee prescribed in Schedule 2 to these Regulations in respect of that application or subscription shall not apply and any fee payable under the Register of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009 shall apply.

(3) Where any application is made or subscription is payable to the registrar on or before 30th September 2012 in respect of the disclosure of protected information kept by the registrar, the fee prescribed in Schedule 3 to these Regulations in respect of that application or subscription shall not apply and any fee payable under the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009 shall apply.

Commencement Information

I4Reg. 7 in force at 1.10.2012, see reg. 1

RevocationU.K.

8.  The following regulations are revoked—

(a)the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009;

(b)the Registrar of Companies (Fees) (Amendment) Regulations 2009(3); and

(c)the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) (Amendment) Regulations 2011(4)

Commencement Information

I5Reg. 8 in force at 1.10.2012, see reg. 1

Norman Lamb

Parliamentary Under Secretary of State for Employment Relations, Consumer and Postal Affairs

Department for Business, Innovation and Skills

18th July 2012

Regulation 3

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

PART 1U.K.INTERPRETATION

Enactments and legal entitiesU.K.

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(5) 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(6),

the “OC Regulations” means the Overseas Companies Regulations 2009(7).

(2) In paragraph 11(d) 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.

Commencement Information

I6Sch. 1 para. 1 in force at 1.10.2012, see reg. 1

Means of electronic delivery to the registrarU.K.

2.  In this Schedule—

[F4“Document Upload Service” means a service by which documents can be delivered to the registrar electronically in a Portable Document Format (pdf);]

“Web Incorporation Service” means a service by which the documents required to be delivered under section 9 of the 2006 Act are delivered to the registrar by electronic means using a website of the registrar;

“Software Incorporation Service” means a service by which the documents required to be delivered under section 9 of the 2006 Act are delivered to the registrar by electronic means other than using a website of the registrar.

Textual Amendments

Commencement Information

I7Sch. 1 para. 2 in force at 1.10.2012, see reg. 1

Meaning of “relevant documents”U.K.

3.—(1) For the purposes of paragraphs 8(f), 10(b) and 11(d) 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.

Commencement Information

I8Sch. 1 para. 3 in force at 1.10.2012, see reg. 1

Meaning of “relevant period”U.K.

4.—[F5(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 of 12 months beginning with the day of the company’s or limited liability partnership’s incorporation; or

(b)each period of 12 months beginning with the day after the end of the previous relevant period.]

(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.

Textual Amendments

Commencement Information

I9Sch. 1 para. 4 in force at 1.10.2012, see reg. 1

Meaning of “same day registration”U.K.

5.  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.

Commencement Information

I10Sch. 1 para. 5 in force at 1.10.2012, see reg. 1

GeneralU.K.

6.  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.

Commencement Information

I11Sch. 1 para. 6 in force at 1.10.2012, see reg. 1

7.  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.

Commencement Information

I12Sch. 1 para. 7 in force at 1.10.2012, see reg. 1

PART 2U.K.FEES PAYABLE

CompaniesU.K.

8.  Subject to paragraph 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 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 (f) and (i)—

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

[F6for the registration of a company under section 14 of the 2006 Act—

(i)where the required documents are delivered by means of the Web Incorporation Service,

[F7£100.00]

(ii)where the required documents are delivered by means of the Software Incorporation Service for same day registration,

[F8£156.00]

(iii)where the required documents are delivered by means of the Software Incorporation Service other than for same day registration,

[F9£100.00]

(iv)where the required documents are delivered in hard copy form;

[F10£124.00]]
(b)

for the registration of a company under Chapter 1 of Part 33 of the 2006 Act;

[F11£124.00]

[F12(c)for the re-registration of a company under Part 7 of the 2006 Act;

[F13£124.00]

(d)for the re-registration of a company as a private company under section 651 of the 2006 Act;

[F14£124.00]

(e)for the re-registration of a company as a private company under section 665 of the 2006 Act;

[F15£124.00]]
(f)

[F16for the registration of all relevant documents in respect of a company delivered during a relevant period payable on the registration of a confirmation statement under section 853A of the 2006 Act with a confirmation date that falls within the relevant period, unless a confirmation statement with a confirmation date that falls within the same relevant period has been registered—

(i)

where the confirmation statement is delivered in hard copy form,

[F17£110.00]
(ii)

where the confirmation statement is delivered by electronic means;

[F18£50.00]]
(g)

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)—

F19. . .F19. . .
(ii)

where the required documents are delivered in hard copy form F20...,

[F21£30.00]
(iii)

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

[F22£85.00]
(iv)

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

[F23£20.00]
(h)

[F24for the registration of a charge under Part 25 of the 2006 Act—

(i)

where the required documents are delivered in hard copy form,

[F25£24.00]
(ii)

where the required documents are delivered by electronic means;

[F26£14.00]]
(i)

[F27for the striking off the register of a company’s name payable on an application under section 1003 of the 2006 Act—

(i)where the documents are delivered in hard copy form,

[F28£18.00]

(ii)where the documents are delivered by electronic means;

[F29£13.00]]
(j)

for the registration of the reduction of share capital of a company under section 644 of the 2006 Act—

(i)

where the required documents are delivered for same day registration,

[F30£89.00]
(ii)

where the required documents are delivered other than for same day registration[F31,]

[F32£20.00]

(iii)[F33where the required documents are delivered by means of the Document Upload Service for same day registration,

[F34£89.00]

(iv)where the required documents are delivered by means of the Document Upload Service other than for same day registration;

[F35£20.00]]
(k)

for the registration of the reduction of share capital of a company under section 649 of the 2006 Act—

(i)

where the required documents are delivered for same day registration,

[F36£89.00]
(ii)

where the required documents are delivered other than for same day registration[F37,]

[F38£20.00]

(iii)[F39where the required documents are delivered by means of the Document Upload Service for same day registration,

[F40£89.00]

(iv)where the required documents are delivered by means of the Document Upload Service other than for same day registration;

[F41£20.00]]

[F42(l)for an application to the registrar to restore to the register a company, other than an overseas company, that has been struck off the register under Part 31 of the 2006 Act (dissolution and restoration to the register).

[F43£341.00]]

Textual Amendments

Commencement Information

I13Sch. 1 para. 8 in force at 1.10.2012, see reg. 1

9.—(1) The fee specified in paragraph 8(g) 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 2012 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.

Commencement Information

I14Sch. 1 para. 9 in force at 1.10.2012, see reg. 1

Limited liability partnershipsU.K.

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 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(8)—

(i)

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

[F44£156.00]
(ii)

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

[F45£100.00 ]
F46. . .F46. . .
(iv)

where the required documents are delivered in hard copy form F47...,

[F48£124.00]
F49. . .F49. . .
(b)

[F50for the registration of all relevant documents in respect of a limited liability partnership delivered during a relevant period payable on the registration of a confirmation statement under section 853A of the 2006 Act as applied to limited liability partnerships by regulation 30 of the LLP Regulations with a confirmation date that falls within the relevant period, unless a confirmation statement with a confirmation date that falls within the same relevant period has been registered—

(i)

where the confirmation statement is delivered in hard copy form,

[F51£110.00]
(ii)

where the confirmation statement is delivered by electronic means;

[F52£50.00]]
(c)

for the registration of a change of name of a limited liability partnership under paragraph 5 of the Schedule to the 2000 Act(9) (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)—

F53. . .F53. . .
(ii)

where the required documents are delivered in hard copy form F54...,

[F55£30.00]
(iii)

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

[F56£85.00]
(iv)

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

[F57£20.00]
(d)

[F58for 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—

(i)

where the required documents are delivered in hard copy form,

[F59£24.00]
(ii)

where the required documents are delivered by electronic means;

[F60£14.00]]
(e)

[F61for the striking off of a limited liability partnership’s name payable on an application under section 1003 of the 2006 Act as applied to the limited liability partnership by regulation 51 of the LLP Regulations—

(i)where the application is delivered in hard copy form,

[F62£18.00]

(ii)where the application is delivered by electronic means;

[F63£13.00]

(f)for an application to the registrar to restore to the register a limited liability partnership, that has been struck off the register under Part 31 of the 2006 Act (dissolution and restoration to the register) as applied by regulation 56 of the LLP Regulations.

[F64£341.00]]

Textual Amendments

Commencement Information

I15Sch. 1 para. 10 in force at 1.10.2012, see reg. 1

Overseas companiesU.K.

11.  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 (d)—

Matter in relation to which fee is payableAmount of fee

[F65(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;

[F66£124.00]

(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;

£30.00

(c)for the registration of an alternative name specified in accordance with section 1048 of the 2006 Act;

£30.00

(d)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—

(i)where the required documents are delivered in hard copy form,

[F67£110.00]

(ii)where the required documents are delivered by electronic means.

[F68£50.00]]

Textual Amendments

Commencement Information

I16Sch. 1 para. 11 in force at 1.10.2012, see reg. 1

PART 3U.K.PROVISIONS REFERRED TO IN PARAGRAPH 3(2)(b)

Excluded provisionsU.K.

12.  For the purposes of paragraph 3(2)(b) of this Schedule, the excluded provisions are–

(a)in relation to a company, sections 1024 and 1088 of the 2006 Act;

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

(c)in relation to an overseas company, section 1088 of the 2006 Act.

Commencement Information

I17Sch. 1 para. 12 in force at 1.10.2012, see reg. 1

Regulation 4

F69SCHEDULE 2U.K.THE PERFORMANCE OF FUNCTIONS RELATING TO THE INSPECTION OR PROVISION OF COPIES OF DOCUMENTS KEPT BY THE REGISTRAR

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

Regulation 6

F70SCHEDULE 3U.K.THE PERFORMANCE OF FUNCTIONS RELATING TO THE DISCLOSURE OF INFORMATION NOT MADE AVAILABLE FOR PUBLIC INSPECTION

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations provide for the fees to be payable to the registrar of companies in respect of his functions relating to the registration of documents, the inspection or provision of copies of documents kept by him and the disclosure of information protected under the Companies Act 2006 relating to companies, overseas companies and limited liability partnerships.

The Regulations come into force on 1st October 2012. They replace the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009 (S.I. 2009/2101).

The amount of the fees in these Regulations has been reduced from the corresponding fees in the replaced Regulations in respect of—

(a)registration of annual returns delivered by electronic means by a company or limited liability partnership,

(b)registration of a company under section 14 of the Companies Act 2006, or registration of a limited liability partnership under section 3 of the Limited Liability Partnerships Act 2000, where documents are delivered by electronic means,

(c)inspection and provision of a copy document by means of Companies House Direct or Extranet in respect of a company, limited liability partnership or overseas company,

(d)an application by a specified public authority or credit reference agency for a directors’ snapshot package, and

(e)the inspection of particulars of a company director, company secretary or a member of a limited liability partnership is free in some circumstances.

Regulation 3 and Schedule 1 to the Regulations provide the fees to be payable in respect of the registration of documents by the registrar.

Regulation 4 and Schedule 2 to the Regulations provide the fees to be payable in respect of the inspection or provision of copies of documents kept by the registrar.

Regulation 6 and Schedule 3 to the Regulations provide the fees to be payable in respect of the disclosure of protected information under the Companies Act 2006 relating to directors of companies, directors and permanent representatives of overseas companies and members of limited liability partnerships.

A full regulatory impact assessment of the effect that this instrument will have on the costs of business and the voluntary sector is available from the Strategy and Policy Section, Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ or on www.companieshouse.gov.uk and is annexed to the Explanatory Memorandum which is available alongside the instrument on www.legislation.gov.uk.

(6)

S.I. 2009/1804 to which there are amendments not relevant to these Regulations.

(7)

S.I. 2009/1801 to which there are amendments not relevant to these Regulations.

(8)

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

(9)

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

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