Wednesday, July 25, 2012

Companies House – rectifying the register

As a client has recently found out, you need to be very careful to ensure that what you file at Companies House is accurate, as the only way that you can change it once they have entered it on the register is by obtaining a Court Order. This applies even if the document you file is clearly factually incorrect such that the register if unaltered would be inaccurate.

In the case in question, despite acknowledging that the document filed inadvertently included an incorrect date of appointment, Companies House would not accept a revised document. To quote from their email: “The Companies Act 2006 requires that the Registrar accepts any document that is properly delivered to him; the Registrar has no legal authority to reject a properly delivered document. Although the information on the form may have been factually inaccurate, that is, an incorrect date, the form met the requirements for proper delivery as the date shown on the form was a valid date. The form cannot, therefore, be replaced under section 1076 of the Act.”

Their email went on to say, “The Registrar is not an arbiter of fact, that is the function of the courts. Had Parliament intended the Registrar to be an arbiter of fact in these circumstances it would have made express provision in the Act. Instead sections 1095 and 1096 of the Companies Act 2006 make specific provision for dealing with inaccuracies made in filings delivered to the Registrar that are placed on the register. As it happens this particular filing type is outside of the current remit of section 1095 (Rectification of the register on application to the registrar) but it is provided for under section 1096 (Rectification of the register under court order). Therefore, the only legislated means for removing factually inaccurate information in this case is by way of application to the court under section 1096.”

Our view is that you should always rectify the register where it contains an incorrect date, as otherwise Companies House are likely to end up rejecting your progress reports, and in an Administration may well refuse to file documents received after what they see as the end of the Administration, both of which will cause you a problem. Companies House did at least then go on to provide some limited assistance, indicating that “… the Registrar of Companies should be added as a party to the (Court) application. The legal team at Companies House are happy to consider a proposed application in draft (together with a draft order), so that the Registrar can either approve the application/order or suggest amendments which may be agreed between parties.”

The bottom line though is that it is worth double checking the accuracy of a Form before you file it at Companies House.