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Companies Act 2006

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.