The Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012
Citation and commencement
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.
Interpretation
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.
Fees payable in respect of functions relating to the registration of documents by the registrar
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.
Fees payable in respect of the inspection or provision of copies of documents kept by the registrar
F14.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F25.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fees payable in respect of the disclosure of information not made available for public inspection
F36.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Transitional provisions
7.
(1)
(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.
Revocation
8.
The following regulations are revoked—
(a)
the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009;
(b)
(c)
SCHEDULE 1THE PERFORMANCE OF FUNCTIONS RELATING TO THE RECEIPT OF DOCUMENTS BY THE REGISTRAR AND THEIR REGISTRATION
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—
(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.
Means of electronic delivery to the registrar
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.
Meaning of “relevant documents”
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.
Meaning of “relevant period”
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.
Meaning of “same day registration”
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.
General
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.
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.
PART 2FEES PAYABLE
Companies
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 payable | Amount of fee |
| |
(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 |
| 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 |
| |
| F17£110.00 |
| F18£50.00 |
| |
F19. . . | F19. . . |
| F21£30.00 |
| F22£85.00 |
| F23£20.00 |
| |
| F25£24.00 |
| F26£14.00 |
| |
(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 |
| |
| F30£89.00 |
| 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 |
| |
| F36£89.00 |
| 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 |
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.
Limited liability partnerships
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 payable | Amount of fee |
| |
| F44£156.00 |
| F45£100.00 |
F46. . . | F46. . . |
| F48£124.00 |
F49. . . | F49. . . |
| |
| F51£110.00 |
| F52£50.00 |
| |
F53. . . | F53. . . |
| F55£30.00 |
| F56£85.00 |
| F57£20.00 |
| |
| F59£24.00 |
| F60£14.00 |
| |
(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 |
Overseas companies
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 payable | Amount 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 |
PART 3PROVISIONS REFERRED TO IN PARAGRAPH 3(2)(b)
Excluded provisions
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.
F69SCHEDULE 2THE PERFORMANCE OF FUNCTIONS RELATING TO THE INSPECTION OR PROVISION OF COPIES OF DOCUMENTS KEPT BY THE REGISTRAR
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F70SCHEDULE 3THE PERFORMANCE OF FUNCTIONS RELATING TO THE DISCLOSURE OF INFORMATION NOT MADE AVAILABLE FOR PUBLIC INSPECTION
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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—
registration of annual returns delivered by electronic means by a company or limited liability partnership,
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,
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,
an application by a specified public authority or credit reference agency for a directors’ snapshot package, and
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.