Companies Act 2006 – Section 1110
Transliteration of names and addresses: certification
1421. This section is a new provision. It confers power on the Secretary of State to make
regulations relating to the certification of the transliteration of names and addresses. The
regulations, which are subject to negative resolution procedure, may distinguish between
compulsory transliteration under section 1108 and voluntary transliteration under section
Section 1111: Registrar’s requirements as to certification or verification
1422. Documents delivered to the registrar are sometimes required to be certified or verified
in some way, for example to the effect that they are an accurate translation. This section
allows the registrar to impose requirements as who must provide the relevant certification or
verification. Subsection (2) provides that the registrar’s general powers to specify
requirements in relation to documents submitted to her (section 1068) extends to the
certification or verification as if it were a separate document.
Section 1112: General false statement offence
1423. This section provides a new offence of knowingly or recklessly delivering to the
registrar information which is misleading, false or deceptive in a material particular. It
responds to a recommendation of the CLR (Final Report, paragraph 11.48). This new general
offence makes it unnecessary to reproduce specific offences covering false information or
false statements in respect of specific legislative requirements that were a feature of the 1985
Section 1113: Enforcement of company’s filing obligations
1424. This section, which restates section 713 of the 1985 Act, provides the mechanism for
ensuring that companies can be compelled to comply with their obligations to file documents
or give notices to the registrar. Where a company has defaulted on an obligation, the registrar
herself, any member of the company, or any creditor, may serve a notice on the company
requiring it to file. If the company continues the breach after 14 days, the applicant may apply
to the court for an order requiring the company, or any specified officer of it, to make good
the default. The court may order that the costs of the proceedings are borne by the company
or its officers. Subsection (5) provides that this process does not affect any offence or civil
penalty arising from the company’s failure to comply with the original requirement.
Section 1114: Application of provisions about documents and delivery
1425. This section, which replaces section 715A of the 1985 Act, provides that “document”
means information recorded in any form, and that “delivering” a document includes
forwarding, lodging, registering, producing or submitting it, or giving a notice. It also
provides that requirements relating to documents also apply (unless otherwise provided for)
to information passed to the registrar in some other way. This caters for the possibility that
information may not be in documentary form, for example when it is sent via a link to a
Section 1115: Supplementary provisions relating to electronic communications
1426. This section, which replaces section 710A of the 1985 Act, allows the registrar to
require those who choose to file electronically to accept electronic communications from the
registrar. It also provides that, where a document is required to be signed by the registrar, or
authenticated by seal, she may determine by rules how it is to be authenticated when it is sent
by electronic means.
Section 1116: Alternative to publication in the Gazette
1427. The registrar is required under the 1985 Act to publish certain statutory notices in the
Gazette. The objective of that requirement is to ensure that such notices are well-publicised
and made available to all those who might wish to take notice of them. The Gazette is a longestablished
and well-understood mechanism for ensuring such publicity. However, it is
possible that developments, in particular in electronic publishing, will mean over time that
alternative mechanisms are equally or more appropriate as ways of meeting the underlying
policy objective. The CLR envisaged that the registrar should be able to make use of such
mechanisms (Final Report, paragraph 11.48). This section therefore provides a power for the
Secretary of State to specify alternative means which the registrar may then approve for use.
To ensure that any such change is itself well-publicised in advance, subsection (5) provides
that the change must itself be announced in the Gazette.
Section 1117: Registrar’s rules
1428. Other provisions in this Part enable the registrar to impose requirements in relation to
certain matters. For example, section 1068 enables the registrar to specify the form,
authentication and manner of delivery of documents to her; and section 1075 similarly
enables her to determine the form and manner of any company instructions as to informal
correction of the register. This section provides that the registrar may set out these
requirements in registrar’s rules. The rules can make different provision for different cases,
and may allow the registrar to modify or disapply the rules. The registrar must publicise any
rules in a way designed to make sure that those who will need to know about them get to hear
of them (which might in practice, for example, be by using the Companies House website);
and must make copies of the rules publicly available.
Section 1118: Payments into the Consolidated Fund
1429. This section ensures that nothing in this or other companies legislation affects the
continued operation in relation to the registrar of the Government Trading Funds Act 1973.
(Companies House is and remains a Trading Fund.)
Section 1119: Contracting out of registrar’s functions
1430. This section largely restates subsections (7) and (8) of section 704 of the 1985 Act.
The Deregulation and Contracting Out Act 1994 envisages that some of the registrar’s
functions may be contracted out. This section provides for this possibility by saying that
where a contractor is processing documents the registrar can provide for them to be sent
directly to the contractor.
1431. The Deregulation and Contracting Out Act 1994 does not permit the function of
making subordinate legislation to be delegated. Subsection (3) provides that registrar’s rules
are not regarded as subordinate legislation for this purpose, permitting the contractor to make
rules about form and manner of delivery, for example.
Section 1120: Application of Part to overseas companies
1432. This section provides that, except where the context otherwise requires, the provisions
of this Part of the Act apply equally to overseas companies.