The Government has published its corporate transparency and register reform white paper: see here (pdf). As explained in the consultations preceding the white paper, the intention is to improve the quality and accuracy of information held on the register of companies by, for example, the introduction of new identity checks and providing the Registrar with new powers, include a power of query.
As part of the Government's corporate transparency and register reform programme, three consultations were published last week: [1] information on the register; [2] the powers of the registrar; and [3] prohibiting corporate directors. With the third consultation paper, the Government has said that it intends to implement the framework within section 87 of the Small Business, Enterprise and Employment Act 2015 which provides for a prohibition, with certain exceptions, on corporate directors. The consultation seeks views on the scope of these exceptions.
Judgment was delivered yesterday by Mrs Justice Cockerill in Bridgehouse (Bradford No.2) v BAE Systems Plc [2019] EWHC 1768 (Comm). The decision is an important one on the consequences that flow from a company's return to the Register of Companies under section 1024 of the Companies Act 2006...... The deeming provision [section 1028] will have very wide application indeed. It will be (as it has been in the authorities) taken to undo the automatic consequences of a removal from the register or dissolution which is later undone in circumstances to which the deeming provision applies. But there will be situations where consequences arise which are not automatic. A lease will become forfeit not because of the fact of the dissolution, but because, either consequent on that dissolution or independently of it, the lessee does not pay its rent. A contract will be repudiated for a similar reason and that repudiation will be accepted – as happened in Contract Services. Or, as in this case, a contractual party will have a choice as to whether to terminate a contract simply because of the removal from the register. The termination will not flow from, or be automatically a consequence of dissolution. It will occur where the party decides to make that decision and takes the step necessary to bring about that termination. Such consequences are, in my view, outwith the deeming provision."[The reference to Contract Services in this quotation is a typographical error in the judgment as it appears on BAILII; it ought to read Contract Facilities - shorthand for Contract Facilities Ltd v Rees [2002] EWHC 2939 (QB), one of the decisions cited in the judgment]. Update (19 July 2019) - a summary of the decision has been published by the ICLR: see here.
Last Thursday, sitting in the Court of Appeal, Ms Justice Finlay Geoghegan (sitting with Peart J and Hogan J) delivered the judgment of the court in Independent Trustee Company Ltd v Registrar of Companies [2016] IECA 274. The judgment is an important one concerning the power of the Registrar of Companies and the information provided in the publicly accessible online register of companies. At issue, in particular, was the Registrar's power to record on the register the status of a company as 'receivership' where a notice had been received that a receiver had been appointed over property held on trust by the company and legally owned by it. In addition to the label 'receivership', other descriptions used by the Registrar included 'strike off list', 'liquidation', 'ceased following cross border merger', 'dissolved' and 'normal'.The Companies (Address of Registered Office) Regulations 2016 were made on 23 March and come into force on 6 April: see here or here (pdf). The purpose of the Regulations is to introduce a new administrative procedure to allow the registrar of companies to change the registered office address of a company, or limited liability partnership, where (upon application) the registrar considers that the entity is not authorised to use that address. Further information is available in the accompanying explanatory memorandum: see here (pdf).
Judgment was given yesterday in Sebry v Companies House [2015] EWHC 115 (QB). The trial judge held that the Registrar of Companies owed a common law duty of care when entering a winding up order on the Register to take reasonable care to ensure that the order was not registered against the wrong company. This duty was owed to any company that was not in liquidation but which was wrongly recorded on the Register as having been wound up by order of the court. The duty required the Registrar to take reasonable care to enter the order on the record of the company named in the order and not any other company. It did not extend to checking information supplied by third parties: it extended only to entering information accurately on the Register.
The Companies (Striking Off) (Electronic Communications) Order 2014 was laid before Parliament last week and comes into force on 11 July. Amongst other things, the Order amends the Companies Act 2006 in order to permit the registrar to send by electronic means a notice of strike off to a company not believed to be trading. A letter sent by post is currently required. Further information is available in the accompanying explanatory memorandum: see here (pdf).
The Court of Appeal gave judgment last Friday in Cartwright v The Registrar of Companies [2012] EWCA Civ 1159. Lady Justice Arden (with whom Lord Justice Moses and the Master of the Rolls agreed) delivered the only reasoned opinion. At issue was the interpretation of paragraph 83(6) of Schedule B1 of the Insolvency Act 1986 and this question: what is the date of conversion where an administration is converted to a creditors' voluntary winding-up? At first instance the trial judge held that conversion took effect on the date the conversion notice was received by the registrar (see [2012] EWHC 359 (Ch)). Arden LJ held, however, that the conversion date was the date on which the conversion notice was registered by the registrar.
Update (30 August 2012): a summary of the decision has been published here by the ICLR.
The Companies and Limited Partnerships Amendment Bill has received its first reading: see here. The Bill provides, amongst other things, for the criminalisation of certain breaches of directors' duties (see clause 4) and the requirement for New Zealand registered companies to have a resident agent (responsible for reporting and recording keeping obligations) if they do not have a director who lives in New Zealand or in a country in which New Zealand judgments imposing regulatory fines can be enforced (see subpart 2 of the Bill). The explanatory note accompanying the Bill is available here.
The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 were laid before Parliament on 7 September and come into force on 1 October: see here or here (pdf). An explanatory memorandum is available here (pdf). One of the purposes of the Regulations is to remove the requirement imposed on certain overseas companies to register with the Registrar of Companies any charge created over UK property. Further guidance has been published by Companies House: see here.
The European Commission has published a green paper to launch a consultation on improving access to company registers across the EU. It has also published a progress report concerning the interconnection of European company registers in which it describes the current legal and factual position regarding access to information and co-operation between business registries. The Commission provides this short overview in the green paper (at pp. 2 and 3):There is an increasing demand for access to information on companies in a cross-border context, either for commercial purposes or to facilitate access to justice. However, while official information on companies is easily available in the country of their registration, access to the same information from another Member State may be hindered by technical or language barriers. In these circumstances, facilitating cross-border access to official and reliable company information for creditors, business partners and consumers is necessary to ensure an appropriate degree of transparency and legal certainty in the markets all over the EU. To achieve this, the cross-border cooperation of business registers is indispensable.
Efficient cross-border cooperation between the registers is not only essential for a smooth functioning of the Single Market. It also significantly reduces the costs for companies operating cross-border. ... The existing voluntary cooperation between business registries is, however, not enough. There is a need for enhanced cooperation between them. ... This Green Paper describes the existing framework and considers possible ways forward to improve access to information on businesses across the EU and more effective application of the company law directives".
The Overseas Companies Regulations 2009 were published today on OPSI: see here (html) and here (pdf). An explanatory memorandum is available here and this explains the purpose of the Regulations as follows: Every company incorporated in a country outside the United Kingdom (an overseas company) that operates its business in the United Kingdom through at least one establishment (that is to say either a branch or a place of business that is not a branch) and is not a UK-incorporated subsidiary company, must register its particulars with the Registrar of Companies. The Overseas Companies Regulations 2009, made under the Companies Act 2006 ... set out the UK company law filing requirements for this type of company, which come into effect on 1 October 2009".
The Registrar of Companies and Applications for Striking Off Regulations 2009 were made on 8 July and come into force on 1 October 2009. They have been published on OPSI: see here (html) and here (pdf). An explanatory memorandum is available here. The Regulations provide, inter alia, the Registrar of Companies with the power to annotate the Register and they introduce a procedure whereby an application can be made to rectify information on the Register.
The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 was made on 8 July and comes into force on 1 October 2009. It has been published on OPSI: see here (html) and here (pdf). An explanatory memorandum is available here. The Order makes amendments to Part 35 ("The Registrar of Companies") of the Companies Act (2006) and the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860).
