The Registrar of Companies (Fees) (Amendment) Regulations 2024

Explanatory Note

(This note is not part of the Regulations)

These Regulations amend the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012 (S.I. 2012/1907 as amended by S.I. 2016/621) (“the 2012 Regulations”), the Registrar of Companies (Fees) (Limited Partnerships and Newspaper Proprietors) Regulations 2009 (S.I. 2009/2392) (“the 2009 Regulations”) and the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012 (S.I. 2012/1908) which require payment of fees in respect of functions performed by the registrar of companies. These Regulations amend existing fees and introduce new fees following amendments made to section 1063 of the Companies Act 2006 (c. 46) by the Economic Crime and Corporate Transparency Act 2023 (c. 56). These amendments provide for the cost of investigation and enforcement activities to be taken into account by the Secretary of State when setting fees. These Regulations increase the fees payable at incorporation or registration of companies and certain other entities and those paid with the filing of the first confirmation statement each year (see section 853A of the Companies Act 2006) to provide funding for enforcement activities that will help to combat economic crime. These Regulations also increase the fees charged for other services that are provided by Companies House, whose officials act on behalf of the registrar, to reflect the registrar’s increased costs.

Regulation 3 omits regulation 6 (fees payable in respect of the disclosure of protected information) of the 2012 Regulations.

Regulation 4(a) amends Schedule 1 to the 2012 Regulations to include in the definition at paragraph 2 (means of electronic delivery to the registrar) the Companies House document upload service. This service allows documents which would ordinarily be delivered to the registrar in hard copy form to be uploaded and delivered electronically in a Portable Document Format (pdf).

Regulation 4(b) amends fees in paragraphs 8, 10 and 11 of Schedule 1 to the 2012 Regulations as follows—

(a) increases incorporation fees, annual confirmation statements fees, registration fees and fees for registering annual accounts as a result of changes made to section 1063 of the Companies Act 2006 by the Economic Crime and Corporate Transparency Act 2023. Amendment to other fees are as a result of a review of Companies House fees,

(b) removes fees in paragraphs 8, 10 and 11 of Schedule 1 to the 2012 Regulations in relation to documents delivered in hard copy form for same day registration where this service is no longer provided by the registrar,

(c) removes fees in paragraph 8 of the 2012 Regulations relating to the incorporation of Community Interest Companies and Unlimited Companies. This is as a result of the differential no longer being applicable due to these companies now being able to file by means of electronic delivery. The standard hard copy fees would apply for paper registration,

(d) amends sub-paragraphs 8(j) and (k) of Schedule 1 to the 2012 Regulations to allow registration of a reduction of share capital under sections 644 and 649 of the Companies Act 2006 to be delivered electronically via the Companies House document upload service,

(e) amends sub-paragraphs 8(i) and 10(e) of Schedule 1 to the 2012 Regulations to introduce new fees relating to an application to strike off a company or limited liability partnership to be made by electronic means,

(f) amends paragraphs 8 and 10 of Schedule 1 to the 2012 Regulations by inserting new sub-paragraph 8(l) regarding fees for administrative company restoration and new sub-paragraph 10(f) for administrative restoration of limited liability partnerships. The fees for which were previously set administratively,

(g) amends paragraph 11 to remove the fees for same day registration where this service is no longer provided by the registrar and increases the fees in respect of registration of documents for overseas companies.

Regulation 5 removes Schedule 3 (the performance of functions relating to the disclosure of protected information) to the 2012 Regulations.

Regulation 6(2) amends paragraph 1(1) of Schedule 1 to the 2009 Regulations by inserting definitions relevant to Scottish limited partnerships and Scottish qualifying partnerships.

Regulation 6(3) substitutes the table in paragraph 5 of Schedule 1 to the 2009 Regulations to remove the same day registration fee and to insert the new increased fee for registration of a limited partnership.

Regulation 6(4) inserts new paragraph 5A in Schedule 1 to the 2009 Regulations which provides for fees payable in relation to the registration of a confirmation statement for a Scottish limited partnership. The new paragraph also makes fee provision for delivery of the relevant documents electronically via the Companies House document upload service.

Regulation 6(5) inserts new paragraph 5B in Schedule 1 to the 2009 Regulations which inserts a fee for registration of a Scottish qualifying partnership. It also provides for fees payable in relation to the confirmation statement of a Scottish qualifying partnership. The new paragraph also makes fee provision for delivery of the relevant documents electronically via the Companies House document upload service.

Regulation 7 amends fees in Schedule 1 to the Registrar of Companies (Fees) (European Economic Interest Grouping and European Public Limited-Liability Company) Regulations 2012 as a result of changes made to section 1063 of the Companies Act 2006 by the Economic Crime and Corporate Transparency Act 2023.

Regulation 8 sets out a transitional provision.

An impact assessment has not been produced for this instrument as no, or no significant, impact on the private or voluntary sector is foreseen.