Companies Act 1985 (Electronic Communications) Order 2000
| Jurisdiction | UK Non-devolved |
| Citation | SI 2000/3373 |
| Year | 2000 |
2000 No. 3373
COMPANIES
The Companies Act 1985 (Electronic Communications) Order 2000
Made 21th December 2000
Coming into force 22th December 2000
Whereas the Secretary of State considers that the authorisation of the use of electronic communications by this Order for any purpose is such that the extent (if any) to which records of things done for that purpose will be available will be no less satisfactory in cases where use is made of electronic communications than in other cases;
Now, therefore, the Secretary of State, in exercise of the powers conferred on him by sections 8 and 9 of the Electronic Communications Act 20001and of all other powers enabling him in that behalf, hereby makes the following Order, a draft of which has been laid before Parliament in accordance with section 9(4) of that Act, and approved by a resolution of each House of Parliament:
Citation, commencement and interpretation
1.—(1) This Order may be cited as the Companies Act 1985 (Electronic Communications) Order 2000 and shall come into force on the day after the day on which it is made.
(2) In this Order, “the 1985 Act” means the Companies Act 19852.
Electronic attestation of subscriber’s signature
2.—(1) Section 2 of the 1985 Act (requirements with respect to memorandum)3is amended as follows.
(2) In subsection (6), for the words “The memorandum” substitute the words “Subject to subsection (6A), the memorandum”.
(3) Insert the following subsection after subsection (6)—
“6A Where the memorandum is delivered to the registrar otherwise than in legible form and is authenticated by each subscriber in such manner as is directed by the registrar, the requirements in subsection (6) for signature in the presence of at least one witness and for attestation of the signature do not apply.”
3.—(1) Section 7 of the 1985 Act (articles prescribing regulations for companies)4is amended as follows.
(2) In subsection (3), insert the words “subject to subsection (3A),” at the beginning of paragraph (c).
(3) Insert the following subsection after subsection (3)—
“3A Where the articles are delivered to the registrar otherwise than in legible form and are authenticated by each subscriber to the memorandum in such manner as is directed by the registrar, the requirements in subsection (3)(c) for signature in the presence of at least one witness and for attestation of the signature do not apply.”
Electronic statement of compliance with incorporation requirements
4.—(1) Section 12 of the 1985 Act (duty of registrar) is amended as follows.
(2) In subsection (3), for the words “A statutory declaration” substitute the words “Subject to subsection (3A), a statutory declaration”.
(3) Insert the following subsections after subsection (3)—
“3A In place of the statutory declaration referred to in subsection (3), there may be delivered to the registrar of companies using electronic communications a statement made by a person mentioned in paragraph (a) or (b) of subsection (3) that the requirements mentioned in subsection (1) have been complied with; and the registrar may accept such a statement as sufficient evidence of compliance.
3B Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.”
Electronic statement of compliance with section 30 requirements
5.—(1) Section 30 of the 1985 Act (exemption from requirement of “limited” as part of the name) is amended as follows.
(2) In subsection (4)—
(a)
(a) for the words “A statutory declaration” substitute the words “Subject to subsection (5A), a statutory declaration”, and
(b)
(b) omit the words from “; and the registrar” to the end.
(3) Insert the following subsections after subsection (5)—
“5A In place of the statutory declaration referred to in subsection (4), there may be delivered to the registrar of companies using electronic communications a statement made by a person falling within the applicable paragraph of subsection (5) stating that the company complies with the requirements of subsection (3); and the registrar may accept such a statement as sufficient evidence of the matters stated in it.
5B The registrar may refuse to register a company by a name which does not include the word “limited” unless a statutory declaration under subsection (4) or statement under subsection (5A) has been delivered to him.
5C Any person who makes a false statement under subsection (5A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.”
Electronic statement concerning private company becoming public
6.—(1) Section 43 of the 1985 Act (re-registration of private company as public) is amended as follows.
(2) At the beginning of paragraph (e) of subsection (3), insert the words “subject to subsection (3A),”.
(3) Insert the following subsections after subsection (3)—
“3A In place of the statutory declaration referred to in paragraph (e) of subsection (3), there may be delivered to the registrar of companies using electronic communications a statement made by a director or secretary of the company as to the matters set out in sub-paragraphs (i) and (ii) of that paragraph.
3B Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.”
7.—(1) Section 47 of the 1985 Act (certificate of re-registration under s.43) is amended as follows.
(2) In subsection (2), after the words “declaration under section 43(3)(e)”, insert the words “or a statement under section 43(3A)”.
Electronic statement concerning limited company becoming unlimited
8.—(1) Section 49 of the 1985 Act (re-registration of limited company as unlimited) is amended as follows.
(2) At the beginning of paragraph (b) of subsection (8), insert the words “subject to subsection (8A),”.
(3) Insert the following subsections after subsection (8)—
“8A In place of the lodging of a statutory declaration under paragraph (b) of subsection (8), there may be delivered to the registrar of companies using electronic communications a statement made by the directors of the company as to the matters set out in sub-paragraphs (i) and (ii) of that paragraph.
8B Any person who makes a false statement under subsection (8A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.”
Electronic statement concerning public company share capital
9.—(1) Section 117 of the 1985 Act (public company share capital requirements) is amended as follows.
(2) At the end of subsection (2) insert the words “This subsection is subject to subsection (3A).”.
(3) Insert the following subsection after subsection (3)—
“3A In place of the statutory declaration referred to in subsection (2), there may be delivered to the registrar of companies using electronic communications a statement made by a director or secretary of the company complying with the requirements of subsection (3)(a) to (d).”
(4) In subsection (5), after the words “statutory declaration” insert the words “or statement”.
(5) After subsection (7) insert the following subsection—
“7A Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both.”
Electronic statement concerning financial assistance
10.—(1) Section 155 of the 1985 Act (relaxation of s.151 for private companies) is amended as follows.
(2) In subsection (6), for the words “The directors of the company” substitute the words “Subject to subsection (6A), the directors of the company”.
(3) Insert the following subsection after subsection (6)—
“6A In place of the statutory declaration referred to in subsection (6), there may be delivered to the registrar of companies under section 156(5) a statement made by the persons mentioned in subsection (6) above complying with the section next following.”
11.—(1) Section 156 (statutory declaration under s.155) is amended as follows.
(2) After subsection (1) insert the following subsection—
“1A A statement made by a company’s directors under section 155(6A) shall state—
(a) the names and addresses of all the directors of the company,
(b) whether the business of the company is that of a banking company or insurance company or some other business,
(c) that the company or (as the case may be) a company (naming such company) of which it is the holding company is proposing to give financial assistance in connection with the acquisition of shares in the company or (as the case may be) its holding company (naming that holding company),
(d) whether the assistance is for the purpose of that acquisition...
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