The Unregistered Companies Regulations 2009
| Jurisdiction | UK Non-devolved |
| Citation | SI 2009/2436 |
| Year | 2009 |
(1) These Regulations may be cited as the Unregistered Companies Regulations 2009.(2) These Regulations come into force on 1st October 2009.a body incorporated by, or registered under, a public general enactment, a body not formed for the purpose of carrying on a business that has for its object the acquisition of gain by the body or its individual members, a body for the time being exempted from section 1043 of the Companies Act 2006 by a direction of the Secretary of State under subsection (1) (c) of that section,
an open-ended investment company; a protected cell company registered under Part 4 of the Risk Transformation Regulations 2017. “ The provisions of the Companies Acts specified in Schedule 1 to these Regulations apply to an unregistered company as to a company within the meaning of section 1 of the Companies Act 2006, subject to any limitation, adaptation or modification specified in that Schedule. any reference to the company's registered office shall be read as a reference to the company's principal office in the United Kingdom; any reference to the part of the United Kingdom in which the company is registered shall be read as a reference to the part of the United Kingdom in which the company's principal office is situated (and references to the registrar of companies shall be read accordingly) ; any reference to the company's registered number shall be read as a reference to the reference number allocated to the company by the registrar. any reference to a public company shall be read, in relation to an unregistered company, as referring to a company that has power under its constitution to offer its shares or debentures to the public;any reference to a private company shall be read, in relation to an unregistered company, as referring to a company that does not have power to offer its shares or debentures to the public;any reference to the company's constitution, or to its articles of association, shall be read, in relation to an unregistered company, as referring to any instrument constituting or regulating the company;any reference to the common seal of the company shall be read, in relation to an unregistered company, as referring to the common or authorised seal of the company.(2) In the application of any provision of the Companies Acts to an unregistered company by virtue of these Regulations an expression defined, or otherwise having a particular meaning or effect, in relation to a company within the meaning of section 1 of the Companies Act 2006, has effect with any adaptations necessary to ensure a corresponding meaning or effect in relation to an unregistered company.(3) Paragraphs (1) and (2) are subject to any specific adaptation or modification provided for in these Regulations.an unregistered company is a prescribed person, and Part 16 of that Act (audit) as applied to unregistered companies by these Regulations is a prescribed enactment. Nothing in these Regulations affects the application of any provision to an unregistered company otherwise than by virtue of these Regulations. the Companies (Unregistered Companies) Regulations 1985
the Companies (Unregistered Companies) Regulations (Northern Ireland) 1986
the Companies Acts (Unregistered Companies) Regulations 2007
Schedule 2 contains transitional provisions and savings. 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—
- (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) the company, and
- (b) every officer of the company who is in default.
- (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) an Act for confirming a provisional order,
- (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) any enactment to the extent that it is incorporated in or applied for the purposes of a special enactment.
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