Registrar of Companies Definition

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/rɛdʒɪˈstrɑː/ /ɒv/ /ˈkʌmp(ə)nis/

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What does Registrar of Companies mean?

The executive agency of the Department for Business, Energy & Industrial Strategy, also known as Companies House, responsible for recording the incorporation, re-registration and dissolution of all companies and LLPs in England, Wales, Scotland and Northern Ireland. The Registrar maintains a public register of those documents related to company and LLP constitution, administration and insolvency which are required to be filed in accordance with the Companies Act 2006 (CA). The Registrar derives its powers from CA 2006, Pt 35.

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Resolutions required to be filed with Companies House—checklist

Resolutions required to be filed with Companies House—checklist Resolutions under the Companies Act 2006 The Companies Act 2006 (CA 2006) specifies certain matters that must be effected by ordinary resolution (ie simple majority) passed by the members of a company, eg the removal of a director. CA 2006 also specifies certain matters which must be effected by special resolution of the company or where the relevant threshold for effecting a matter is 75%. For more information about resolutions, see Practice Note: Member resolutions. Not every resolution passed by the members of a company needs to be filed at Companies House. CA 2006, Pt 3, Ch 3 specifies when resolutions are to be filed with the registrar of companies (ie Companies House). The table below sets out resolutions that are required under CA 2006 to be filed with Companies House. Resolution/threshold requirement Matter Regulation in relevant SI/section in CA 2006 Special resolution Any special resolution (for a list of special resolutions, see checklist: Special resolutions and other resolutions requiring 75%...

Voluntary striking off and dissolution—checklist

Voluntary striking off and dissolution—checklist Step Notes/Resources Tick box when step complete or matter considered Preparing for voluntary strike off and preliminary checks Check that the company has not at any time in the previous three months:(1) changed its name(2) traded or otherwise carried on business(3) made a disposal of property for value where it held that property for the purpose of making a disposal for gain in the ordinary course of business, or(4) engaged in any other activityunless it carried out any of the above activities for the purpose of making the striking off application, concluding the affairs of the company or complying with a statutory requirement (such as filing the company's accounts or confirmation statement).Where the company has carried out an activity that does not fall within one of the exceptions, it will not be permitted to make an application for voluntary strike off until the requisite period of three months has passed. CA 2006, s 1004Voluntary striking off and dissolution Is the company party to...

Post-completion matters (share purchase)—checklist

Post-completion matters (share purchase)—checklist This checklist briefly summaries the key tasks and responsibilities that are likely to fall to the buyer's lawyers (and in some cases the seller's lawyers) following completion of a private M&A acquisition involving a target company incorporated in England & Wales. The terms of the SPA should always be carefully checked following completion so that the parties' lawyers can appropriately diarise what has been agreed, particularly with regards to timing, by way of specific post-completion obligations of the parties. Therefore, while this checklist summarises tasks that are typically required, each transaction is different and this list cannot therefore be exhaustive. Issue Guidance Registration of share transfers Buyer's lawyers: —submit to the Stamp Office stock transfer form(s) (or declaration of trust—see note below) in relation to the target company shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days after their execution)—update the register of members of the target company (and subsidiaries)—where relevant, update the people with significant control (PSC) register (CA 2006,...

Ongoing filing obligations and trading disclosures of a limited liability partnership

Ongoing filing obligations and trading disclosures of a limited liability partnership A limited liability partnership (LLP) is a body corporate which is formed under the Limited Liability Partnerships Act 2000 (LLPA 2000). The majority of law applicable to LLPs is actually modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The requirements for an LLP's ongoing filing obligations and trading disclosures are set out in the LLPA 2000 and the Companies Act 2006 (CA 2006), as modified and applied by certain statutory instruments. The key statutory instruments are: • the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (LLP (Application of CA 2006) Regs) • the Limited Liability Partnerships (Application of Companies Act 2006) (Amendment) Regulations 2013 (LLP (Application of CA 2006) (Amendment) Regs) • the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (LLP (PSC) Regs), as amended by The Information about People with Significant Control (Amendment) Regulations...

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PSC Register—voluntary notice from PSC in relation to a company

PSC Register—voluntary notice from PSC in relation to a company [Insert date] Dear [ Company Secretary OR Board of Directors] of [Company], Register of People with Significant Control—voluntary notice of registrable status I confirm that I am a registrable person with significant control, as defined in section 790C of the Companies Act 2006 (the Act) in respect of [Company]. I therefore confirm the following information concerning my interest (within the meaning of Part 21A of the Act) in [Company]: • [Name] • [Usual residential address] • [Country, state or part of the United Kingdom in which you are normally resident] • [Service

Board minutes—private M&A—share purchase—completion—target

Board minutes—private M&A—share purchase—completion—target Company number: [insert company number] [insert company name] [LIMITED OR PLC] Minutes of a meeting of the board of directors (the Meeting) of [insert company name] [Limited OR PLC] (the Company) Held at [insert place of meeting] Held on [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means]] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [insert name] was appointed Chair of the Meeting. The Chair reported that due...

Dive into our 96 Precedents related to Registrar of Companies

What is the position of a security holder if the company that created the security is dissolved?

What is the position of a security holder if the company that created the security is dissolved? This Q&A focuses on the impact the dissolution of a security provider can have on the ability of a security holder to effectively enforce its security. It also considers the position of a receiver appointed by the security holder prior to the dissolution of the relevant company. Summary If a security provider is dissolved as a matter of English law it is normally still possible for the security holder to enforce the security it holds by exercising the mortgagee’s power of sale. There may be circumstances in any particular case that make an application to restore the dissolved company to the register desirable to protect the security holder’s position. Circumstances where this issue commonly arises The problems associated with a security provider being dissolved while security is in force occur most often in real estate finance and other asset finance transactions. Typically, these issues arise where a special purpose...

How do you bring a claim to enforce a contract against a co-operative and community benefit society which has been cancelled by the Financial Conduct Authority? The contract was entered into before cancellation and it is not possible to identify the members of the society.

How do you bring a claim to enforce a contract against a co-operative and community benefit society which has been cancelled by the Financial Conduct Authority? The contract was entered into before cancellation and it is not possible to identify the members of the society. Once registered, a co-operative or community benefit society (a registered society) is a body corporate with limited liability and its own legal personality. It is owned by its members who hold shares in the society. It may sue and be sued in its registered name, and it has power to hold land and invest funds (subject to the terms of its registered rules). A registered society is similar in a number of ways to a company limited by shares, but it is not registered via Companies House and the Companies Act 2006 (CA 2006) does not apply. The Financial Conduct Authority (FCA) is the registering authority for societies registered under the Co-operative and Community Benefit Societies Act 2014 (CCBSA 2014). The FCA has powers to...

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Private Client weekly highlights—14 November 2024

This week’s edition of Private Client highlights includes: (1) Ballard v Buzzard, where rectification was ordered to validate pension scheme amendments despite defects in the execution of the deeds; (2) TA v The Public Guardian, which concerned the duties of a certificate provider for a lasting power of attorney; (3) the Civil Justice Council publishes its final report on the procedure to determine mental capacity in civil proceedings; (4) HMRC publishes new guidance on the abolition of the furnished holiday lettings tax regime; (5) Harrow School’s unsuccessful cy-pres application to expand and update its charitable objects, and (6) Raja v ATM Law, which involved a dispute over the beneficial interest in a property subject to a charging order and the validity of trust deeds.

Corporate weekly highlights—7 November 2024

This week's edition of Corporate weekly highlights includes: The third commencement regulations made under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2003); new government guidance on the failure to prevent fraud criminal offence under the ECCTA 2023; the publication of draft regulations under the ECCTA 2023 to extend the Registrar of Companies power to allocate Unique Identifiers (UIDs) to verified individuals associated with all business entities, new implementing regulations connecting with bringing into force ECCTA 2023 changes to limited liability partnership (LLP) legislation; a statement from the Takeover Panel with its response to a previous consultation on plans to narrowing the scope of the companies to which the Code applies; and the Transition Plan Taskforce’s final report on its work establishing a Disclosure Framework to help businesses create robust disclosures on their plans to reduce future carbon impact.

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