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Powers which relate to the delivery of information
Powers to amend the register
Other registrar powers
Quality of documents
Further information


Powers to amend the register


1. What if a document contains unnecessary material? (Section 1074)

Sometimes, by mistake, companies and LLPs send the registrar information that is not necessary to fulfil a statutory obligation and is not specifically authorised to be delivered to him. An example of this unnecessary material could be a company or LLP delivering its internal tax computations attached to its annual accounts, when these do not form part of the annual accounts required or authorised to be delivered under an Act or Regulations.

The registrar can deal with unnecessary material in different ways, depending on whether or not he notices the material and whether he can readily separate it from the rest of the document. If he notices the unnecessary material prior to registering the document, and it is easily removable, (for example an extra page) he will remove it and register the document. If he cannot remove the unnecessary material, the document will not be properly delivered and the registrar will normally reject it.

If the registrar doesn’t notice the unnecessary material then it will be registered (with the risk that someone may spot it after registration). The registrar may then deal with it as explained in question 7 below.

2. Informal correction of documents. (Section 1075)

The registrar has the power to informally correct a document which is incomplete or internally inconsistent before registering it. People who wish to take advantage of this provision must first agree to being contacted and to giving the registrar whatever instructions are needed to correct a document.

Where the registrar receives a document that is incomplete or internally inconsistent, in order to be able to informally correct it, he may ask the person who is authorised to correct it to give the appropriate instructions.

An incomplete document is most likely to have information missing from it that the registrar can insert once he has made enquiries of and received instructions from the person who delivered it. An example might be where the prescribed details on a 'Particulars of a mortgage or charge' (MG01 or LLMG01) form do not agree with those on the deed itself. For obvious reasons the registrar will never insert a missing signature.

An internally inconsistent document is where information contained within the document is inconsistent. The registrar may ask the person who is authorised to correct it to give the appropriate instructions.

The registrar must be satisfied that the person giving the instructions is authorised to do so. This may involve setting up some form of password or code between the registrar and either the person who delivered the original filing or the person who authenticated it.

Once the registrar has corrected the document, he treats it as having been delivered when he made the correction.

From 1 October 2009, the registrar will implement informal correction in respect of the registration of charges only. This is because the registration of a charge has significant consequences for the company or LLP, particularly in the event of a subsequent liquidation. There are also statutory time constraints on the delivery of charges for registration and we consider that the informal correction power will be initially of most use in respect of them.

3. What if I need to replace a document which was originally not properly delivered? (Section 1076)

The registrar may accept a replacement for a document previously delivered only if it:

did not meet the requirements of proper delivery, (e.g. it was not signed); or
contained unnecessary material.
The registrar must be satisfied that the person delivering the replacement document is the person who delivered the original document or the company or LLP to which the original relates. The replacement document must also comply with the requirements for proper delivery. If you wish to file a replacement document, you must send the replacement document accompanied by Form RP01 or LL RP01. The registrar needs this so that he can link the replacement document with the original. You can only file replacement documents on paper: the facility does not yet extend to electronic filing.

It is not possible to deliver a replacement document where the original was delivered under the provisions of the Act relating to charges, e.g. the particulars of a charge. This is because there are already provisions made for the rectification of charges under sections 873 and 888 of the Companies Act 2006.

4. What happens to the original document?

The registrar can decide whether or not to remove the original document in these circumstances, and he will judge each case on its individual merits (see question 7). His decision may depend on whether it serves the public interest better to leave the document on the register or to remove it.

5. What is annotation of the register? (Section 1081).

The registrar has new powers under the Act to annotate the register. The purpose of annotations is to help a searcher to understand the information on the register more easily. The registrar must annotate the register in certain circumstances so that customers searching the register are aware of what he has done, when and why. When annotating the register, the registrar must annotate the register to record:

the date an original document was delivered;
the nature and date of a correction if he has informally corrected a document under section 1075 of the Act;
the date of the replacement of a document and the fact that it has been replaced; and
the date and under what power he removed any material, and a description of the material.
The registrar may also annotate the register if he considers that information on it is misleading or confusing. He may use this power, for example, if he receives an annual return that contains details of a director whose appointment has not been notified to us, or where a statement of capital received from a company shows a different figure to that held by Companies House. The registrar may also remove an annotation if it no longer serves a useful purpose.

6. What can the registrar do about inconsistency on the register? (Section 1093)

If the registrar considers that information in a document delivered to him appears to be inconsistent with other information on the register, he must accept it, but he can then take steps to resolve the inconsistency. For example, he may receive notice of the resignation of an officer of a company or LLP whose appointment was not notified to the registrar, or an annual return form including the details of an officer whose appointment had not been notified to him. However, inconsistency for these purposes does not include the form being incomplete or not signed, or being in any other way not properly delivered.

Initially, he will write to the company or LLP asking it to resolve the inconsistency by filing replacement or additional documents to correct it. If they do not comply with this initial request, the registrar has the power to issue a formal notice of inconsistency to them. This formal notice will:

state how the information contained in the document appears to be inconsistent with other information on the register, and
require them to deliver to the registrar the replacement or additional documents required to resolve the inconsistency within 14 days of the issue of a notice.
He may also annotate the register to show that there is an inconsistency.

If the company or LLP fails to comply with the notice, it and every officer of it who is in default, is guilty of an offence and liable, on summary conviction to a fine.

7. What can be administratively removed from the register? (Section 1094)

The registrar can administratively remove from the register:

unnecessary material (see chapter 2 question 1 above); or
material derived from a document that has been replaced because it was not properly delivered or was replaced following of an inconsistency notice (see chapter 2 questions 4 & 5).
There are two clear limits to the registrar’s power to remove material under section 1094. He cannot remove from the register anything he had to accept, nor material whose registration has had legal consequences in relation to the company or LLP as appropriate as regards:

its formation;
a change of name;
its re-registration (applies to companies only);
its becoming or ceasing to be a Community Interest Company (applies to companies only);
a reduction of capital (applies to companies only);
a change of registered office;
the registration of a charge; and
its dissolution.
The registrar also cannot administratively remove from the register a person's registered service address for the purposes of section 1140 of the Act. Directors, secretaries and others must have such addresses.

On or before removing any material (unless the removal is at the request of the company or LLP), the registrar must give notice to either:

the person who delivered the material, (if he knows that person’s identity, name and address); or,
the company or LLP to which the material relates.
The notice must state the date it is issued; what material is to be, or has been, removed and on what grounds.

8. What is rectification of the register? (Section 1095 and Registrar of Companies and Applications for Striking Off Regulations 2009)

This is another power allowing the registrar to remove material from the register in certain circumstances. This only relates to certain material specified in the Registrar of Companies and Applications for Striking Off Regulations 2009, and only enables the material to be removed if it:

derives from anything invalid or ineffective, or was done without the authority of the company or LLP; or
is factually inaccurate or is derived from something that is factually inaccurate or forged.
This process allows the registrar to deal with, for example, company hijacks and false material where the matter is straightforward and uncontested. Company hijacks are where unauthorised people file documents changing, for example, the directors and registered office address of a company, most likely for criminal purposes. Other false filings might include appointing or terminating directors without their knowledge. Under the Companies Act 1985 there was no statutory mechanism for rectifying the register in this way.

The registrar’s previous practice was, generally, to remove information from the register only where there was a court order to do so. A company, LLP or other affected person would therefore generally have to go to court if it wanted false information to be removed. There is also now an administrative removal mechanism to enable certain material to be removed in other circumstances.

The powers are not always limited to removing false documents and can allow the registrar to remove certain documents or information derived from them which are factually inaccurate. An example of this might include forms containing an error of fact, such as the wrong date of birth for a person.

However, due to the legal status of the registered office address, only the company or LLP itself can apply to the registrar for rectification of a change to its registered office. It can only do this where the original notice of the change was either fraudulently filed or filed without the knowledge of the company or LLP. This also applies to a UK establishment address in respect of an overseas company.

9. How do I apply?

You will need to complete Form RP02a or LL RP02a; alternatively, if the rectification is in respect of a change of registered office or UK establishment address, Form RP02b or LLR P02b and:

specify what material you want us to remove from the register and indicate where it is on the register; and
confirm that the material specified in your application complies with the requirements set out in section 1095 of the Act and the Registrar of Companies and Applications for Striking Off Regulations 2009.


10. What material does the registrar’s rectification process apply to?

It applies to the following material:

notice of proposed officer (directors and secretaries) on incorporation (under the Companies Act 2006), or on registration of an overseas company (under the Overseas Companies Regulations 2009);
notice of proposed members and designated members on registration of an LLP (under the LLP Regulations 2009);
list of persons authorised to accept service and permanent representatives of an overseas company on registration (under the Overseas Companies Regulations 2009);
notices of appointment, change of details and termination of directors and secretaries (under the Companies Act 2006);
notices of appointment, change of details and termination of members and designated members of an LLP (under the LLP Regulations 2009);
notice of the appointment, change of details or termination of a person authorised to accept service or permanent representative of an overseas company (under the Overseas Companies Regulations 2009);
notice of change of a company's registered office (under the Companies Act 2006), or an LLP’s registered office (under the Limited Liability Partnerships Act 2000), and a notice of the change of a UK establishment address of an overseas company (under the Overseas Companies Regulations 2009).


11. What happens then?

On receipt of an application, the registrar will write giving notice to:

all the directors and secretaries of the company (known to the registrar at the time of the application);
the designated members of the LLP (known to the registrar at the time of the application);
the company's or LLP’s registered office, or in the case of an overseas company to the UK establishment address,
the presenter of the document (if known); and in certain cases
any other person to whom the material relates,
indicating that he intends to remove the material stated in the application from the register unless he receives an objection within 28 days of the date of the issue of the notice. In the case of an overseas company the registrar will also write to every person authorised to accept service and permanent representative; while we will notify the overseas company at its UK establishment address.

If there are no objections, the registrar will remove the material and annotate the register accordingly. If anyone objects to the removal of the material, the process stops. A valid objection will prevent the registrar from removing the material. In such circumstances, the registrar will write to the applicant and all those other persons to whom he had previously given notice, informing them that the rectification had stopped. The applicant may consider either re-applying to the registrar or taking the matter to court and seeking rectification under section 1096 (see chapter 2, question 12 below).

The registrar is only able to act in straightforward cases where there is no objection to the proposed removal. The receipt of an objection indicates that there is a dispute as to the facts of a case. The registrar is not able to make a judgement of the rights and wrongs; that is a matter appropriate to the courts under section 1096.

Where the case involves fraudulent filings, the registrar would not normally expect to receive any replacement filings. In the case of factually inaccurate documents he would usually expect a replacement document to correct the register.

Where any material which had legal consequence has been removed from the register, under this process, any person appearing to the court to have sufficient interest can apply to the court for such consequential orders that appear just with respect to the legal affect (if any) to be accorded to the material by virtue of it having appeared on the register.

12. Rectification of the register under court order (Sections 1096 and 1097)

The registrar must remove from the register any material:

that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the company or LLP; or
that a court declares to be factually inaccurate, or to be derived from something factually inaccurate, or forged; and
that the court directs to be removed from the register.
However the court cannot use this power to rectify where the court has other specific powers to deal with the matter, for example, under provisions of Part 15 of the Act relating to the revision of defective accounts, or sections 873 and 888 (rectification of the register of charges).

The court order must specify what the registrar must remove from the register and indicate where on the register it is. However the court must not order the removal of material whose registration had legal consequences for the company or LLP as appropriate.

its formation;
a change of name;
its re-registration (applies to companies only);
its becoming or ceasing to be a Community Interest Company (applies to companies only);
a reduction of capital (applies to companies only);
a change of registered office;
the registration of a charge, and
its dissolution.
The court can direct the removal a person's registered service address for the purposes of section 1140 of the Act.

However, the court can only order removal in cases where the registration had legal consequences for the company or LLP if it is satisfied that:

the presence of the material has caused, or may cause, damage to the company or LLP; and
the company’s or LLP’s interest in removing the material outweighs the interest of any other person in the material continuing to appear on the register.
The court may also direct that:

the registrar must remove any note on the register which relates to the material which is the subject of the order;
the registrar shall not make available for public inspection the order itself;
the registrar shall make no note on the register as a result of the order; or
any such note is restricted to the matters specified by the court.
The court may only make such directions if it is satisfied that:

the presence of the note or an unrestricted note or the availability of the court order on the register may cause damage to the company or LLP; and
the company’s or LLP’s interest in non-disclosure outweighs the interests of any other persons in disclosure.