The Companies (Companies Authorised to Register) Regulations 2009

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations make provision in connection with the registration of a company on an application under section 1040 of the Companies Act 2006 (c.46) (“the Act”) (i.e. a company not formed under the Companies Acts but authorised to register). These Regulations replace the provisions made by sections 681 to 682, and 684 to 690 of and Schedule 21 to the Companies Act 1985 (c.6) and Articles 630 to 631, and 633 to 639 of and Schedule 20 to the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I.6)).

Part 2 of the Regulations deals with the process of an application to register under section 1040 of the Act. Regulation 3 provides that a company may not register without the assent of a specified majority of its members. Regulation 4 sets out the requirements for the application to the registrar of companies to register under section 1040, and specifies the documents that need to be provided with that application. Regulations 5, 6, 7 and 8 make detailed provision regarding the statements which must accompany the application, namely, a statement of capital and initial shareholdings (in the case of an application by a joint stock company), a statement of guarantee (in the case of a company wishing to register as company limited by guarantee), a statement of proposed officers and a statement of compliance. Regulation 9 provides for the requirements that are to be met for a joint stock company to register as a public company. Regulation 10 sets out the circumstances in which a company may change its name on registration. Regulations 11 and 12 require the registrar to register a company which complies with the registration requirements in these Regulations and to issue the company with a certificate of incorporation.

Part 3 of the Regulations provides for the effects of registration under the Act. Regulation 18 provides that, on registration, the provisions of the Companies Acts apply to the company which has made the application to register under section 1040 as if it had been formed and registered under the Act. Regulations 14, 15 and 21 make provision for the transfer of property, rights and liabilities and the effect on pending legal proceedings, and the capital structure of the company. Regulations 16, 17, 19, 20, and 22 make provision for matters relating to the company’s constitution.

The Companies (Cross-Border Mergers) Regulations 2007 (S.I. 2007/2974) implement Directive 2005/56/EC on cross-border mergers of limited liability companies (O.J. L310, 25.11.2005 p.1).

An Impact Assessment has not been prepared for these Regulations as they have no impact on the cost of business, charities or voluntary bodies.