The registrar of companies has a range of significant powers that apply to all companies and LLPs.
The registrar’s powers include:
- deciding on the form, manner of delivery and authentication of documents
- entering into an agreement with companies for an electronic only filing service for certain documents (currently referred to as PROOF)
- amending the register in certain circumstances
- annotating the register in certain circumstances
- setting fees for the performance of any of the registrar’s functions
A properly delivered document is one that meets all the requirements of the registrar’s rules and the legislation under which it is delivered. Generally, the legislation sets out what the content of a document should be, and the rules set out the form of the document, any requirements for authentication and where it must be delivered.
In particular, a document is properly delivered when:
- it contains all the information required by the legislation
- it meets all the legislative and registrar’s rules requirements as to form, e.g., is in the right format (i.e., the right paper form or electronic format) and can be scanned or copied
- it has been authenticated (by signature in the case of a paper form or by electronic authentication for electronic filing), and includes the company or LLP name and number where required
- it has met any requirements for delivery, e.g., it has been sent electronically where the company has agreed with the registrar that it will only file such documents electronically
- it complies with any language requirements and/or is accompanied by a certified translation if the document is in a language other than English
- it uses only permitted characters (characters, letters and symbols allowed by the Secretary of State in the Registrar of Companies and Applications for Strike Off Regulations 2009) in names and addresses, unless covered by an exception in those regulations
- it meets the registrar’s requirements for certification or verification of a document as an accurate or correct copy or translation
- it is accompanied by the correct fee for the filing of the document
The guidance published by Companies House provides information on completing the most commonly used filings. The guidance has not been drafted with unusual or complex transactions in mind.
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