Companies Act 2006 – Part 35

Part 35: The Registrar of Companies – Directive 2003/58/EC (which amends Council
Directive 68/151/EEC as regards disclosure requirements in respect of certain types of
companies)

1742. Various provisions within Part 35 of the Act serve to implement Directive
2003/58/EEC, which amends section I of the First Company Law Directive (68/151/EEC),
primarily to enable companies to register certain documents electronically and searchers to
access them electronically.

1743. Section I of the First Company Law Directive requires that basic company documents
be disclosed via filing with a company registry, and by publication in the national gazette
either of the full or partial text of the document or by reference to the document deposited in
the company registry. It also requires that those documents be available for inspection. In
addition, the First Company Law Directive specifies minimum information that companies
must include on their letters and order forms. The First Company Law Directive assumes the
use of paper documents. The amended directive reflects the use of information technology
and electronic communications.

1744. In practice, the 1985 Act already allows the Registrar to accept electronic filing of all
documents covered by the First Company Law Directive, although specific directions as to
the form and manner of filing any particular document electronically have to be given by the
Registrar. At present, the Registrar has mechanisms for the electronic filing of many of those
documents.

1745. The 1985 Act also already allows the Registrar to keep documents in electronic form,
and to provide for inspection by electronic means. Legislation is however necessary to
impose formal obligations on the Registrar in relation to electronic filing, so as to transpose
the amending Directive properly.

1746. Responsibility for the transposition of the amending Directive lies with the Secretary
of State for Trade and Industry. The table below describes the substantive provisions in the
Act which implement it.

Part 35: The Registrar of Companies

Article Objective Implementation

2. (Which amends Article 2.1(f) of the First
Company Law Directive) requires certain
accounting documents to be filed.

Part 35 of the Act contains the relevant
filing requirements (which are restated
from the current legislation).

3. (So far as it amends Article 3.2.) Company
Registries must allow companies to file
electronically all basic documents (those
specified in Article 2 of the First Company
Law Directive, and those to which Article 3 of
the First Company Law Directive is applied
by other legislation).

Section 1078 lists the documents which
are now subject to the Directive disclosure
requirements under Article 2 of the First
Company Law Directive as amended.

Section 1068(5) provides that all such
documents may be delivered to the
Registrar in electronic form.

3. ( So far as it also amends Article 3.2.)
Company Registries must allow requests for
inspection of such documents to be made
electronically.

Section 1089(2) provides that applications
in respect of such documents may be
submitted electronically.

3. ( So far as it also amends Article 3.2.)
Company Registries must offer electronic
copies of such documents to those inspecting
the register (subject to a permitted derogation
in respect of documents filed before 1 January
2007).

Section 1090(2) provides that copies of
such documents must be provided in
electronic form if the applicant so chooses
(subject to section 1090(3) which takes
advantage of the permitted derogation).

3. ( So far as it also amends Article 3.2.)
Company Registries must keep all such
documents (whether submitted electronically
or in hard copy) in electronic form.

Section 1080(3) provides that information
from such documents must be kept in
electronic form.

3. ( So far as it amends Article 3.3) In the case of
electronic copies, Company Registries need
only provide certified copies if they are asked
to do so. Member States need to take
measures to ensure the authenticity of
electronic certified copies.

Section 1091 contains provision about
certifying copies and allows the Secretary
of State to make regulations about how
electronic copies are certified.

3. ( So far as it amends Article 3.4.) The option
is provided to Members States of using an
alternative to publication in the National
Gazette as a means of publicising information
received.

Section 1077 specifies that notices must be
published either in the Gazette, or in
accordance with section 1116. The latter
section enables the Secretary of State to
make regulations specifying alternative
means of publication.

4. (Which inserts a new Article 3a.) This
provides that, while documents must be
submitted in a language permitted by the
language rules of the member state in
question, voluntary translations in other
Community languages must also be accepted.

Sections 1106 and 1107 provide that
companies may deliver certified
translations of documents. The languages
and types of document in respect of which
this facility is available will be specified in
regulations made by the Secretary of State,
but subsection (3) of section 1106 provides
that these regulations must as a minimum
cover the documents subject to the
directive disclosure requirements and the
official languages of the EU.

5. (Which replaces the previous Article 4). This
provides that certain information (already
currently required on hard copy letters and
order forms) must be stated in documents in
any form and displayed on websites.

This will be implemented by regulations
under section 82.

6. This provides that that there must be
appropriate penalties for breach of new
Articles 2(1)(f) and 4 of the First Company
Law Directive.

See entries for new Articles 2(1)(f) and 4
above.