SCHEDULE 1
Regulation 3
PROVISIONS OF THE COMPANIES ACTS APPLYING TO UNREGISTERED COMPANIES
A company’s constitution
1. Sections 26 and 27 of the Companies Act 2006 (filing obligations in connection with company’s articles) apply to unregistered companies, modified so that they read as follows—
“Registrar to be sent copy of company’s constitution
26.—(1) A company must, not later than 15 days after the date of its incorporation, send to the registrar a copy of every instrument constituting or regulating the company.
(2) Where a company amends any instrument constituting or regulating the company, it must, not later than 15 days after the amendment takes effect, send to the registrar a copy of the instrument as amended.
(3) If a company fails to comply with subsection (1) or (2) an offence is committed by—
(a)
(a) the company, and
(b)
(b) every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
Registrar’s notice to comply in case of failure with respect to company’s constitution
27.—(1) If it appears to the registrar that a company has failed to comply with—
(a)
(a) section 26(1) or (2) (registrar to be sent copy of company’s constitution), or
(b)
(b) any enactment requiring the company to send to the registrar—
(i) a document making or evidencing an alteration in any instrument constituting or regulating the company, or
(ii) a copy of any such instrument as amended,
the registrar may give notice to the company requiring it to comply.
(2) The notice must—
(a)
(a) state the date on which it is issued, and
(b)
(b) require the company to comply within 28 days from that date.
(3) If the company complies with the notice within the specified time, no criminal proceedings may be brought in respect of the failure mentioned in subsection (1).
(4) If the company does not comply with the notice within the specified time, it is liable to a civil penalty of £200.
(5) This is in addition to any liability to criminal proceedings in respect of the failure mentioned in subsection (1).
(6) The penalty may be recovered by the registrar and is to be paid into the Consolidated Fund.”.
2. Sections 34 and 35 of the Companies Act 2006 (notice to registrar where company’s constitution altered) apply to unregistered companies, modified so that they read as follows—
“Notice to registrar where company’s constitution altered by enactment
34.—(1) This section applies where the constitution of a company is altered by an enactment, other than an enactment amending the general law.
(2) The company must give notice of the alteration to the registrar, specifying the enactment, not later than 15 days after the enactment comes into force.
(3) In the case of a special enactment the notice must be accompanied by a copy of the enactment.
(4) If the enactment amends any instrument constituting or regulating the company, the notice must be accompanied by a copy of the instrument in question, as amended.
(5) A “special enactment” means an enactment that is not a public general enactment, and includes—
(a)
(a) an Act for confirming a provisional order,
(b)
(b) any provision of a public general Act in relation to the passing of which any of the standing orders of the House of Lords or the House of Commons relating to Private Business applied, or
(c)
(c) any enactment to the extent that it is incorporated in or applied for the purposes of a special enactment.
(6) If a company fails to comply with this section an offence is committed by—
(a)
(a) the company, and
(b)
(b) every officer of the company who is in default.
(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
Notice to registrar where company’s constitution altered by order
35.—(1) Where the constitution of a company is altered by an order of a court or other authority, the company must give notice to the registrar of the alteration not later than 15 days after the alteration takes effect.
(2) The notice must be accompanied by—
(a)
(a) a copy of the order, and
(b)
(b) if the order amends any instrument constituting or regulating the company, a copy of the instrument in question, as amended.
(3) If a company fails to comply with this section...