Section 1053: Other returns etc
1352. This section applies to overseas companies that are required to register particulars under section 1046. It confers on the Secretary of State a power to make regulations requiring those companies to deliver returns to the registrar if they are being wound up or subjected to insolvency proceedings. The regulations may also require the liquidator of such a company to deliver returns to the registrar. They may specify the circumstances in which a return is to be made to the registrar. For example, on termination of the winding up. The regulations may specify the information to be included in the return and set deadlines for sending it to the registrar (subsection (3)). They may require notice to be given to the registrar of certain appointments (subsections (4) and (5)).
1353. The regulations will replace sections 703P and 703Q of the 1985 Act. The regulations will be subject to the affirmative resolution procedure.
Section 1054: Offences
1354. This section ensures that the regulations will be able to specify the person or persons who would be responsible for complying with any specified requirement of the regulations. It allows regulations to provide for offences, including who would be liable in the event of any contravention and what might be considered a defence should a charge be brought. The maximum level of penalty permissible under the regulations on indictment is an unlimited fine and on summary conviction a fine not exceeding level 5 on the standard scale, or for continued contravention, a daily default fine not exceeding one-tenth of that.
Section 1055: Disclosure of individual’s residential address: protection from disclosure
1355. If the regulations under section 1046 require an overseas company to register an individual’s usual residential address, then the regulations must also provide for its protection on the same basis as is provided for directors’ residential addresses in Chapter 8 of Part 10.
Section 1056: Requirement to identify persons authorised to accept service of documents
1356. Every overseas company required by regulations under section 1046 to register with the registrar of companies must register particulars identifying every person resident in the UK who is authorised to accept service of documents on the company’s behalf or make a statement that there is no such person.
1357. As to how a document may be served on a registered overseas company, see section 1139(2) and the company communications provisions (sections 1144 to 1148 and Schedules 4 and 5).
1358. This section replaces the provision made by section 691(1)(b)(ii) and paragraph 3(e) of Schedule 21A to the 1985 Act.
Section 1057: Registrar to whom returns, notices etc to be delivered
1359. This section makes provision for regulations in respect of overseas companies that are required to register, or have registered, particulars under section 1046 in more than one part of the United Kingdom. The regulations may set out what should happen, for example, if the overseas company has registered branches in Scotland and in Northern Ireland; the regulations may require the returns or notices to be delivered to each registrar with whom the company is registered, or to the registrar for such part or parts of the United Kingdom as the regulations may specify.
1360. Regulations made under this section will be subject to the negative resolution procedure.
Section 1058: Duty to give notice of ceasing to have registrable presence
1361. Where an overseas company has registered particulars with the registrar following the opening of a branch in the United Kingdom, this section will enable regulations to require the overseas company to give notice to the registrar if it subsequently closes that branch. In addition, an overseas company that has registered particulars in other circumstances specified by regulations under section 1046 may be required by regulations to give notice to the registrar if those circumstances cease to obtain.
1362. The regulations will require the notice to be delivered to the registrar for the part of the United Kingdom in which the overseas company was registered and may set deadlines for sending the information to the registrar.
1363. Regulations made under this section will be subject to negative resolution procedure.
Section 1059: Application of provisions in case of relocation of branch
1364. This section provides that the relocation of a branch from one part of the UK to another is to be treated as the closing of the branch in one part and the opening in another. For example, if an overseas company moves a branch from Scotland to Wales, it must tell the registrar for Scotland that it is closing the branch. It must also tell the registrar for England and Wales that it is opening a branch in Wales. This section replaces the provision made by section 695A(4) of the 1985 Act.
PART 35: THE REGISTRAR OF COMPANIES
1365. This Part largely replaces Part 24 of the 1985 Act, and sets out the basic functions of the registrar of companies (these functions are currently carried out by Companies House for England and Wales and in Scotland and by the equivalent registry in Northern Ireland). The new sections implement a number of recommendations of the CLR.
Sections 1060 and 1061: The registrar and the registrar’s functions
1366. Section 1060 carries forward the approach of section 704 of the 1985 Act as to the appointment and status of the registrar of companies but omits some of the more antiquated parts of that provision. It specifies that there shall continue to be a registrar for England and Wales, for Scotland and for Northern Ireland.
1367. Section 1061 the registrar continues to have the functions conferred by the Companies Acts and in other legislation as specified in the section. The Secretary of State also has power to confer functions on the registrar, in relation to the registration of companies or other matters.
Section 1062: The registrar’s official seal
1368. This section, replacing section 704(4) of the 1985 Act, provides that the registrar must have an official seal for the authentication of documents.
Section 1063: Fees payable to the registrar
1369. This section gives the Secretary of State a power to set fees by regulations in relation to any function of the registrar and in relation to the provision of services and facilities incidental to the registrar’s functions. It replaces section 708 of the 1985 Act, but is more specific about the types of things for which fees may be charged, although this list is not exhaustive.
1370. As now, fees relating to the normal statutory obligations of companies under companies legislation are to be set by regulations made by the Secretary of State. It is also possible for fees to be charged for any ad hoc or bespoke services that Companies House provides. The 1985 Act (section 708(5)) provides that the registrar determines fees for services for which there is no direct legal obligation. Subsection (6) of this section replaces this with a more general power for the registrar to determine fees where no fee has been set in regulations by the Secretary of State. Such fees might relate for example to the introduction of new services (e.g. those made possible by new technologies) which could not have been anticipated when the Secretary of State last made fees regulations; or for services such as seminars and road shows which Companies House arranges.
Section 1064 to 1065: Certificates of incorporation
1371. Section 1064 replaces section 711(1)(a) of the 1985 Act and provides for notice of the issue of certificates of incorporation to be published in the Gazette. The publication must include the company’s registered number as well as its name. Section 1065 replaces section 710 of that Act and allows any person to obtain a certificate of incorporation of a company. These sections cover all certificates of incorporation (including, for example, certificates of incorporation on change of name).
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