The registrars shall be appointed by the Secretary of State.

In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

References in the Companies Acts to registration in a particular part of the United Kingdom are to registration by the registrar for that part of the United Kingdom.

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References in this Act to the functions of the registrar are to functions within subsection (1)(a) or (b).

The registrar must carry out such analysis of information within the registrar’s possession as the registrar considers appropriate for the purposes of preventing or detecting crime.

See also section 1110F (which, among other things, allows the registrar to disclose information to other public authorities).

Regulations under F156subsection (1) are subject to negative resolution procedure.

Fees received by the registrar are to be paid into the Consolidated Fund.

Regulations under subsection (6A) are subject to affirmative resolution procedure.

The notice must state the name and registered number of the company and the date of issue of the certificate.

The registrar shall allocate to every company a number, which shall be known as the company's registered number.

Companies' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.

The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.

A change of a company's registered number has effect from the date on which the company is notified by the registrar of the change.

For a period of three years beginning with that date any requirement to disclose the company's registered number imposed by regulations under section 82 or section 1051 (trading disclosures) is satisfied by the use of either the old number or the new.

In this section “company” includes an overseas company whose particulars have been registered under section 1046, other than a company that appears to the registrar not to be required to register particulars under that section.

The registrar shall allocate to every F18UK establishment of an overseas company whose particulars are registered under section 1046 a number, which shall be known as F19the UK establishment's registered number.

F20The registered numbers of UK establishments of overseas companies shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.

The registrar may on adopting a new form of registered number make such changes of existing registered numbers as appear necessary.

A change of F21the registered number of a UK establishment has effect from the date on which the company is notified by the registrar of the change.

For a period of three years beginning with that date any requirement to disclose F22the UK establishment's registered number imposed by regulations under section 1051 (trading disclosures) is satisfied by the use of either the old number or the new.

The Secretary of State may by regulations make provision requiring a statement delivered to the registrar under subsection (2) to be accompanied by additional statements or additional information in connection with the subject-matter of the statement.

Regulations under this section are subject to affirmative resolution procedure.

In this section “corporate officer” means an officer that is not an individual.

An individual who is a disqualified person may not deliver documents to the registrar on their own behalf or on behalf of another.

A document delivered to the registrar must be accompanied by the following two statements made by the individual delivering it.

The first is a statement that the individual is not a disqualified person.

For the purpose of this section “disqualified person” means a person who is disqualified under the directors disqualification legislation (see section 159A(2)).

The Secretary of State may by regulations amend this section for the purposes of changing who may deliver a document to the registrar on behalf of a disqualified person.

Regulations under subsection (7) are subject to the affirmative procedure.

The registrar may impose requirements as to the form, authentication and manner of delivery of documents required or authorised to be delivered to the registrar under any enactment.

Any requirements under subsection (4)(b) to (d) must be imposed by means of registrar’s rules.

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Requirements imposed under this section must not be inconsistent with requirements imposed by any enactment with respect to the form, authentication or manner of delivery of the document concerned.

Provision may not be made under subsection (1)(a) that would have the effect of requiring any document to be delivered earlier than it would otherwise be required to be delivered.

An agreement under this section may relate to all or any description of documents to be delivered to the registrar.

Documents in relation to which an agreement is in force under this section must be delivered in accordance with the agreement.

A document is not delivered to the registrar until it is received by the registrar.

Provision may be made by registrar's rules as to when a document is to be regarded as received.

A document that is not properly delivered is treated for the purposes of the provision requiring or authorising it to be delivered as not having been delivered, subject to the provisions of section 1073 (power to accept documents not meeting requirements for proper delivery).

The registrar may accept (and register) a document that does not comply with the requirements for proper delivery.

A document accepted by the registrar under this section is treated as received by the registrar for the purposes of section 1077 (public notice of receipt of certain documents).

No objection may be taken to the legal consequences of a document's being accepted (or registered) by the registrar under this section on the ground that the requirements for proper delivery were not met.

A document is refused by giving notice of the refusal to the person by whom the document was delivered to the registrar.

A document that is refused by the registrar is treated for the purposes of any provision authorising or requiring its delivery as not having been delivered.

This section applies where a document delivered to the registrar contains unnecessary material.

For this purpose an obligation to deliver a document of a particular description, or conforming to certain requirements, is regarded as not extending to anything that is not needed for a document of that description or, as the case may be, conforming to those requirements.

If the unnecessary material cannot readily be separated from the rest of the document, the document is treated as not meeting the requirements for proper delivery.

The power of the registrar to impose requirements as to the form and manner of delivery includes power to impose requirements as to the identification of the original document and the delivery of the replacement in a form and manner enabling it to be associated with the original.

This section does not apply where the original document was delivered under Part 25 (company charges) (but see F39section 859M (rectification of register)).

The notice must state the name and registered number of the company, the description of document and the date of receipt.

The registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the company to which the document relates.

F77The enhanced disclosure documents are as follows.

F47...

In the case of every company—

• Constitutional documents

• 1. The company's memorandum and articles.

• 2. Any amendment of the company's articles (including every resolution or agreement required to be embodied in or annexed to copies of the company's articles issued by the company).

• 3. After any amendment of the company's articles, the text of the articles as amended.

• 4. Any notice of a change of the company's name.

• Directors

• 1. The statement of proposed officers required on formation of the company.

• 2. Notification of any change among the company's directors.

• 3. Notification of any change in the particulars of directors required to be delivered to the registrar.

• F80 Accounts and reports etc

• 1. All documents required to be delivered to the registrar under section 441 (annual accounts and reports).

• F381A. All documents delivered to the registrar under sections 394A(2)(e), 448A(2)(e) and 479A(2)(e) (qualifying subsidiary companies: conditions for exemption from the audit, preparation and filing of individual accounts).

• 2. F59Any confirmation statement delivered by the company under section 853A.

• Registered office

• Notification of any change of the company's registered office.

• Winding up

• 1. Copy of any winding-up order in respect of the company.

• 2. Notice of the appointment of liquidators.

• 3. Order for the dissolution of a company on a winding up.

• 4. Return by a liquidator of the final meeting of a company on a winding up.

In the case of a public company—

• Share capital

• 1. Any statement of capital and initial shareholdings.

• 2. Any return of allotment and the statement of capital accompanying it.

• 3. Copy of any resolution under section 570 or 571 (disapplication of pre-emption rights).

• 4. Copy of any report under section 593 or 599 as to the value of a non-cash asset.

• 5. Statement of capital accompanying notice given under section 625 (notice by company of redenomination of shares).

• 6. Statement of capital accompanying notice given under section 627 (notice by company of reduction of capital in connection with redenomination of shares).

• 7. Notice delivered under section 636 (notice of new name of class of shares) or 637 (notice of variation of rights attached to shares).

• 8. Statement of capital accompanying order delivered under section 649 (order of court confirming reduction of capital).

• 9. Notification (under section 689) of the redemption of shares and the statement of capital accompanying it.

• 10. Statement of capital accompanying return delivered under section 708 (notice of cancellation of shares on purchase of own shares) or 730 (notice of cancellation of shares held as treasury shares).

• 11. Any statement of compliance delivered under section 762 (statement that company meets conditions for issue of trading certificate).

• F6712. Any statement delivered under section 762(1)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).

• Mergers and divisions

• 1. Copy of any draft of the terms of a scheme required to be delivered to the registrar under section 906 or 921.

• 2. Copy of any order under F83section 899, 900, 901F or 901J in respect of a compromise or arrangement to which Part 27 (mergers and divisions of public companies) applies.

In the case of a private company which applies to re-register as a public company, the statement delivered under section 94(2)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).

Where a company is required by regulation 14 of the Reports on Payments to Governments Regulations 2014 to deliver to the registrar a report or consolidated report on payments to governments, that report or consolidated report.

Where a company is required by regulation 15 of the Reports on Payments to Governments Regulations 2014 to deliver to the registrar information on payments to governments which is contained in a report or consolidated report prepared in accordance with equivalent reporting requirements (within the meaning of those Regulations), that information.

In the case of an overseas company, such particulars, returns and other documents required to be delivered under Part 34 as may be specified by the Secretary of State by regulations.

Regulations under subsection (5) are subject to negative resolution procedure.

The notice may be sent in hard copy or electronic form to any address for the person that the registrar has received from either the subscribers or the company.

The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Information deriving from F88an enhanced disclosure document (see section 1078) delivered to the registrar, must be kept by the registrar in electronic form.

Subject to that, information contained in documents delivered to the registrar may be recorded and kept in any form the registrar thinks fit, provided it is possible to inspect it and produce a copy of it.

This is sufficient compliance with any duty of the registrar to keep, file or register the document or to record the information contained in it.

The records kept by the registrar must be such that information relating to a company F29or other registered body is associated with F30that body, in such manner as the registrar may determine, so as to enable all the information relating to F31the body to be retrieved.

If the registrar registers a document delivered by a company under section 128E that, by virtue of subsection (3)(a), (b) or (c) of that section, does not specify the relevant date, the registrar must place a note in the register recording as that date the date on which the document was registered by the registrar.

No annotation is required in the case of a document that by virtue of section 1072(2) (documents not meeting requirements for proper delivery) is treated as not having been delivered.

A note may be removed if it no longer serves any useful purpose.

Notes placed in the register in accordance with subsection (1) F75F98or (1A), or in pursuance of regulations under subsection (2) F116or of any other enactment, are part of the register for all purposes of the Companies Acts.

Regulations under this section are subject to negative resolution procedure.

The registrar must, in performing the registrar’s functions, seek to promote the following objectives.

• Objective 1

  Objective 1 is to ensure that any person who is required to deliver a document to the registrar does so (and that the requirements for proper delivery are complied with).

• Objective 2

  Objective 2 is to ensure that information contained in the register is accurate and that the register contains everything it ought to contain.

• Objective 3

  Objective 3 is to ensure that records kept by the registrar do not create a false or misleading impression to members of the public.

• Objective 4

  Objective 4 is to prevent companies and others from—

  1. a

     carrying out unlawful activities, or

  2. b

     facilitating the carrying out by others of unlawful activities.

In Objective 2 the reference to “the register” includes any records kept by the registrar under any enactment.

The regulations may contain provision for the application of the scheme in relation to persons appointed, and documents registered, before the commencement of this Act.

The regulations may make different provision for different descriptions of person and different descriptions of document.

Regulations under this section are subject to affirmative resolution procedure.

The registrar is under no obligation to keep the originals of documents delivered in electronic form, provided the information contained in them has been F32recorded.

This section applies to documents held by the registrar when this section comes into force as well as to documents subsequently received.

The registrar need not make any information contained in records relating to the company or institution available for public inspection at any time after the end of the period of 20 years beginning with the relevant date.

The registrar of companies for England and Wales may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the company or institution that are held by the registrar are to be removed to the Public Record Office.

The registrar of companies for Northern Ireland may, at any time after the period of two years beginning with the relevant date, direct that any records relating to the company or institution that are held by the registrar are to be removed to the Public Record Office of Northern Ireland.

Records in respect of which a direction is given under subsection (2) or (2A) are to be disposed of under the enactments relating to the Public Record Office or, as the case may be, the Public Record Office of Northern Ireland.

In subsection (1)(a) “company” includes a company provisionally or completely registered under the Joint Stock Companies Act 1844 (c. 110).

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The Secretary of State may make provision by regulations authorising a company or other body to deliver optional information of a prescribed description to the registrar.

In this section “ optional information ”, in relation to a company or other body, means information about the company or body which, but for the regulations, the company or body would not be obliged or authorised under any enactment to deliver to the registrar.

Regulations under this section are subject to affirmative resolution procedure.

Any person may inspect the register.

The right of inspection extends to the originals of documents delivered to the registrar in hard copy form if, and only if, the record kept by the registrar of the contents of the document is illegible or unavailable.

The period for which such originals are to be kept is limited by section 1083(1).

This section has effect subject to—

• sections 64(6A), 67(1A), 73(7), 75(4A), 76(5B), 76A(9) and 76B(9) (which confer powers to suppress a company’s name that it has been directed or ordered to change);

• section 1084(1A) (records relating to dissolved companies etc);

• section 1087 (material not available for public inspection).

Any person may require a copy of any material on the register F140that is available for public inspection.

The fee for any such copy of material derived from F100an enhanced disclosure document (see section 1078), whether in hard copy or electronic form, must not exceed the administrative cost of providing it.

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Where subsection (1), or a provision referred to in subsection (1), imposes a restriction by reference to material deriving from a particular description of document (or part of a document), that does not affect the availability for public inspection of the same information contained in material derived from another description of document (or part of a document) in relation to which no such restriction applies.

Material to which this section applies need not be retained by the registrar for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.

This section has limited application in relation to documents delivered before it comes fully into force: see section 1087B.

Information about a director (or proposed director) or registrable person does not cease to be relevant date of birth information when they cease to be a director (or proposed director) or registrable person.

Subsection (1)(b) does not affect the availability for public inspection of the same information contained in material derived from a part of a document that was not required to contain the information.

In this section “registrable person”, in relation to a company, has the meaning given by section 790C(4).

This section limits the extent to which section 1087A applies in relation to documents delivered to the registrar before that section comes fully into force (“old documents”).

Section 1087A does not apply in relation to any old documents registered before 10 October 2015.

References in subsections (3)(a) to (e) and (4)(a) to (c) to a provision of this Act are to the provision as it had effect at the time at which the document was delivered (the provisions in question were repealed by the Economic Crime and Corporate Transparency Act 2023).

The registrar may disclose relevant date of birth information if the information is made available for public inspection.

The registrar may disclose relevant date of birth information to a credit reference agency (as defined by section 243(7)).

Subsections (3) to (8) of section 243 (permitted disclosure of address information by the registrar) apply for the purposes of subsection (3) as for the purposes of that section (reading references there to protected information as references to relevant date of birth information).

In this section “relevant date of birth information” has the meaning given by section 1087A(3).

Provision under subsection (3)(e) or (f) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.

Regulations under subsection (1)(a) or (c) may provide that information is not to be made unavailable for public inspection unless the person to whom it relates provides such alternative information as may be specified.

The circumstances that may be specified under subsection (1)(b) or (d) or (2)(b) by way of an exception to a restriction on disclosure include circumstances where the court has made an order, in accordance with the regulations, authorising disclosure.

Regulations under subsection (1)(d) may not require the registrar to refrain from disclosing information under section 1110F (general powers of disclosure by the registrar).

Regulations under this section may in particular confer a discretion on the registrar.

Regulations under this section are subject to affirmative resolution procedure.

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A copy provided under section 1086 must be certified by the registrar as a true copy if the applicant expressly requests such certification.

The Secretary of State may make provision by regulations as to the manner in which such a certificate is to be provided in a case where the copy is provided in electronic form.

F146... Copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar's official seal.

No process for compelling the production of a record kept by the registrar shall issue from any court except with the permission of the court.

Any such process shall bear on it a statement that it is issued with the permission of the court.

The registrar may by notice in writing extend a period specified in a requirement under this section.

A person who, without reasonable excuse, fails to comply with a requirement under section 1092A commits an offence.

Where an offence under this section is committed by a firm, an offence is also committed by every officer of the firm who is in default.

A statement made by a person in response to a requirement under section 1092A may not be used against the person in criminal proceedings in which the person is charged with an offence to which this subsection applies.

The notice must state the date on which it is issued.

A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding F101one-tenth of level 5 on the standard scaleF101one-tenth of the greater of £5,000 or level 4 on the standard scale.

The registrar may exercise the power to remove from the register anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.

The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations.

Regulations under this section are subject to the negative resolution procedure.

The Secretary of State must by regulations make provision for notice to be given in accordance with the regulations where material is removed from the register under section 1094 otherwise than on an application.

The Secretary of State must by regulations make provision in connection with the making and determination of applications for the removal of material from the register under section 1094.

Regulations under this section may in particular confer a discretion on the registrar.

Regulations under this section are subject to the negative resolution procedure.

Where the registrar removes anything from the register otherwise than in pursuance of a court order, the court may, on an application by a person with sufficient interest, make such consequential orders as the court thinks fit as to the legal effects of the inclusion of the material on the register or its removal.

In this section the reference to the registrar removing material from the register includes the registrar determining that anything purported to be delivered to the registrar under any enactment was not in fact delivered under an enactment and therefore does not form part of the register.

The court order must specify what is to be removed from the register and indicate where on the register it is.

The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.

Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

A copy of the court's order must be sent to the registrar for registration.

This section does not apply to any material delivered to the registrar under Part 15.

Where the court makes an order for the removal of anything from the register under section 1096 (rectification of the register), it may give directions under this section.

It may direct that any note on the register that is related to the material that is the subject of the court's order shall be removed from the register.

It may direct that its order shall not be available for public inspection as part of the register.

The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address of a company’s registered office if satisfied that it is not an appropriate address within the meaning given by section 86(2).

The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

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The provision that may be made by virtue of subsection (4A) includes provision applying or writing out, in either case with or without modifications, any provision made by section 1000 or Chapter 3 of Part 31.

Regulations under this section may in particular confer a discretion on the registrar.

The regulations must confer a right on a company to appeal to the court against any decision to change the address of its registered office under the regulations.

If the regulations enable a person to apply for a company’s registered office to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.

On an appeal, the court must direct the registrar to register such address as the registered office of the company as the court considers appropriate in all the circumstances of the case.

The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

Regulations under this section are subject to affirmative resolution procedure.

The Secretary of State may by regulations make provision authorising or requiring the registrar to change a registered service address of a relevant person if satisfied that the address does not meet the requirements of section 1141(1) and (2).

In this section—

• “registered service address”, in relation to a relevant person, means the address for the time being shown in the register as the person’s current service address;

• “relevant person” means—

  1. a

     a director of a company that is not an overseas company,

  2. b

     a secretary or one of the joint secretaries of a company that is not an overseas company, or

  3. c

     a registrable person or registrable relevant legal entity in relation to a company (within the meanings given by section 790C).

The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change.

The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

The regulations must confer a right on the company to appeal to the court against any decision to change the relevant person’s registered service address under the regulations.

If the regulations enable a person to apply for a registered service address to be changed, they must also confer a right on the applicant to appeal to the court against a refusal of the application.

On an appeal, the court must direct the registrar to register such address as the relevant person’s registered service address as the court considers appropriate in all the circumstances of the case.

The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

Regulations under this section may in particular confer a discretion on the registrar.

Regulations under this section are subject to affirmative resolution procedure.

The Secretary of State may by regulations make provision authorising or requiring the registrar to change the address registered as the principal office of a relevant person if satisfied that the address is not in fact their principal office.

In this section—

• “address registered as the principal office”, in relation to a relevant person, means the address for the time being shown in the register as the address of the person’s current principal office;

• “relevant person” means—

  1. a

     a director of a company that is not an overseas company,

  2. b

     a secretary or one of the joint secretaries of a company that is not an overseas company,

  3. c

     a registrable relevant legal entity in relation to a company (within the meaning given by section 790C), or

  4. d

     a registrable person in relation to a company (within the meaning given by section 790C) who falls within section 790C(12).

The regulations may authorise or require the address to be changed on the registrar’s own motion or on an application by another person.

The regulations must provide for the change in the address to be effected by the registrar proceeding as if the company had given notice under section 167H, 279H or 790LD of the change.

The provision made by virtue of subsection (5)(k) may in particular include provision creating summary offences punishable with a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

The regulations must confer a right on the company to appeal to the court against any decision to change the address registered as the principal office of the relevant person under the regulations.

If the regulations enable a person to apply for the address registered as the principal office of a relevant person to be changed, the regulations must also confer a right on the applicant to appeal to the court against a refusal of the application.

On an appeal, the court must direct the registrar to register such address as the principal office of the relevant person as the court considers appropriate in all the circumstances of the case.

The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations.

Regulations under this section may in particular confer a discretion on the registrar.

Regulations under this section are subject to affirmative resolution procedure.

The notice must state the name and registered number of the company, the description of document and the date of receipt.

Where an application is made under this section, the registrar must check with the supervisory authority, or at least one of the supervisory authorities, specified in the application, to find out whether the applicant is known to and supervised by that authority.

The registrar must refuse the application if it appears to the registrar that the applicant is not a fit and proper person to carry out the functions of an authorised corporate service provider.

The provision that can be made in regulations under subsection (4)(c) includes provision conferring a discretion on the registrar.

Regulations under subsection (1)(c) or (4)(c) are subject to affirmative resolution procedure.

For the purposes of this section—

• “Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);

• “supervised”: a person is supervised by a supervisory authority if regulation 7(1) of the Money Laundering Regulations provides that it is a supervisory authority for that person;

• “supervisory authority” means an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations).