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Correcting the record

11 December 2016 by Lorraine Young

Companies House: Correcting the record - read more

Procedures to correct filings at Companies House

Sometimes, despite best efforts, a document is filed at Companies House which contains an error or should not be there at all. The good news is that there are procedures to correct the official record. This article gives an overview of them and more detailed guidance can be obtained from the Companies House website.

The procedures derive from Part 35 of Companies Act 2006 and are extended to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.

1. Removal of unnecessary material (s1074)

If something is filed that is either not required or not authorised, the registrar may be able to remove it if certain tests are met. If the unnecessary material can be separated from the rest of the document, then the registrar can remove it under s1094 – ‘administrative removal’ (see point six). If the material cannot be separated then the registrar will usually reject the document and an amended version must be submitted.

2. Informal correction of documents (s1075)

This applies to the registration of charges. The registrar may informally correct a document which is incomplete or internally inconsistent. The person authorised to correct it (normally the person who authenticated the document or the person who submitted it) must give instructions to the registrar to do so. The document is treated as being delivered when the correction is made. See also point 13.

3. Replacement of a document (s1076)

This section only applies if the original document did not meet the filing requirements (for example, it was not signed), or if it contained unnecessary material. The replacement document must be filed on paper with form RP01/LLRP01 by the person who delivered the original document or the company/LLP to which it related. In these circumstances the registrar decides whether or not to remove the original document.

4. Annotation of the register (s1081)

The registrar must annotate the register with:

  • The date an original document was delivered
  • The nature and date of any informal correction made under s1075
  • The date of replacement of a document and the fact it has been replaced
  • The date of removal of any material and a description of the material.

The registrar may also annotate the register if information on it is inconsistent or confusing – for example, if the share capital figure on a statement of capital does not match the information at Companies House. Annotations may be removed if they no longer server a useful purpose.

5. Resolving inconsistency (s1093)

The registrar must accept documents submitted, even if they appear inconsistent with what is on the register. However, the registrar can write to the company/LLP and request that they file a form to correct the position. If they do not respond a formal notice may be sent which requires them to deliver the document − it is an offence not to comply with this. The register may be annotated to show the inconsistency.

6. Administrative removal (s1094)

The registrar can remove unnecessary material or a document which has been replaced. However, documents having legal consequences (such as a change of name or re-registration) for the company/LLP cannot be removed in this way. Service addresses may not be removed either as all directors and secretaries are required to have one.

7. Rectification of the register by the registrar (s1095)

The registrar may remove material from the register in certain circumstances if it:

  • Derives from anything invalid or ineffective, or was done without the authority of the company/LLP
  • Is factually inaccurate or derives from something factually inaccurate or forged.

This can be done if criminals attempt to hijack a company or if there is an error on
a form, such as an incorrect date of birth.

The process is to file form RP02a/LLRP02a (or RP02b/LLRP02b for a change of registered office address) and it can be used for:

  • Notice of proposed officers on incorporation of a company, registration of an overseas company (or on registration of an LLP it applies to proposed members and designated members)
  • Notices of appointment, termination or change of details for directors and secretaries (members/designated members for an LLP)
  • Notice of change of registered office.

The registrar will notify relevant people on receipt of such an application. If no objection is received within 28 days the material will be removed and the register annotated.

If an objection is received (form RP03) then the rectification process will stop. The applicant may then reapply or use the court process. For a factually incorrect document, a corrected version should be submitted to replace the incorrect one.

8. Rectification of the register under a court order (ss1096 and 1097)

The court can determine that certain material must be removed from the register, including material that derives from anything the court has declared invalid or ineffective or done without the appropriate authority; or material that the court declares to be (or to be derived from something that is) factually inaccurate, or forged.

This procedure cannot be used if there is an alternative available, for example the revision of defective accounts.

9. Correction of registered office address (s1097A)

The registrar can change the registered office address if the company is not authorised to use it. Form RP07 must be sent with supporting documentation to the Registered Office and Directors’ Disputes team. This can be done by a private individual whose address is being used without their consent and by service providers whose contract with a company has ended.

If the registrar considers the application is likely to be successful they will give the company notice of it. If no response is received within 28 days the registrar will change the address to the appropriate Companies House office. Documents may be served there in the same way as at the registered office. The registrar will retain post for a period of 12 months but is not required to open it.

The registered office address can be changed by submitting the usual form (AD01) although additional documents may be required by the registrar to ensure the company is entitled to use the address.

10. Removing details of a director who has not consented to act (s1095)

Individuals can apply to be taken off the register if a company appointed them as a director without their consent. Form RP06 must be sent, with a statement that they did not consent to act, to the Registered Office and Directors’ Disputes Team.

The company will be notified and asked for evidence that the person did consent and a statement that the evidence provided is true. Depending on the response (if any) from the company, the registrar will decide whether or not to remove details of the appointment.

11. Second filing of a document

Companies may file a second form (together with form RP04/LLPRP04) to correct one previously filed which contained errors. The original form remains on the register if it has been properly delivered.

This can be used for forms which appoint or remove a director, or change their details, forms SH01, AR01, CS01 and forms PSC01 to PSC09, plus the LLP equivalents. This is quick and easy compared to some of the other options described above, however, the big disadvantage is that the original form is not taken off the register.

12. Correction of a confirmation statement

If a confirmation statement which has been filed needs to be corrected, a form RP04 should be submitted, with a replacement of only the part of the form which was wrong. The front page of the form should not be resubmitted nor should a second CS01 be sent in with the same made up date.

13. Correction or alteration of a mortgage or charge (ss859M to 859O)

The register of charges may be rectified by a court order – this can be obtained if an omission or misstatement was accidental, inadvertent (or similar) or that creditors and shareholders are not prejudiced, or it is just and equitable to do so on other grounds.

The copy of the instrument or debenture may be removed and replaced if it contains material which could have been omitted, if the wrong document was sent in or if the copy was defective. Additions or amendments may be made after the creation of the charge in certain circumstances − a certified copy of the instrument effecting the change must be submitted with form MR07.

Ready for simplification

Although the above procedures are useful, this whole area seems ripe for simplification. If someone is authorised to file a document at Companies House, it would be helpful if there was a quick and reasonably easy process for them to apply for it to be corrected, without all the directors having to be notified or two versions of the form being on the record. This would avoid confusion and time wasting by those searching the register.

Lorraine Young is Company Secretarial Director at Shakespeare Martineau

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