• Public Notice Of Receipt Of Certain Documents

    • 951. Public notice of receipt of certain documents

      (1) The Registrar must cause to be published–
      (a) on its website, or
      (b) in accordance with section 988 (alternative means of giving public notice),
      notice of the receipt by the Registrar of any document that, on receipt, is subject to the enhanced disclosure requirements (see section 952).
      (2) The notice must state the name and registered number of the company, the description of document and the date of receipt.
      (3) The Registrar is not required to cause notice of the receipt of a document to be published before the date of incorporation of the company to which the document relates.

    • 952. Documents subject to enhanced disclosure requirements

      (1) The documents subject to the “enhanced disclosure requirements” are as follows.
      (2) In the case of every company–
           Constitutional documents
      1. The company’s articles.
      2. Any amendment of the company’s articles (including the text of every resolution or agreement required to be embodied in or annexed to copies of the company’s articles issued by the company).
      3. After any amendment of the company’s articles, the text of the articles as amended.
      4. Any notice of a change of the company’s name.
           Registered office
      1. The company’s registered office.
      2. Notification of any change of the company’s registered office.
           Winding up
      1. Copy of any winding-up order in respect of the company.
      2. Notice of the appointment of liquidators.
      3. Order for the dissolution of a company on a winding up.
      4. Return by a liquidator of the final meeting of a company on a winding up.
      (3) In the case of every company that is not a restricted scope company or investment company.
           Directors
      1. The statement of proposed officers required on formation of the company.
      2. Notification of any change among the company’s directors.
      3. Notification of any change in the particulars of directors required to be delivered to the Registrar.
           Accounts, reports and returns
      1. All documents required to be delivered to the Registrar under section 417 (annual accounts and reports).
      2. All documents delivered to the Registrar under sections 385(2)(e), 425(2)(e) and 454(2)(e) (qualifying subsidiary companies: conditions for exemption from the audit, preparation and filing of individual accounts).
      3. The company’s confirmation statement.
      (4) In the case of a public company–
           Share capital
      1. Any statement of capital and initial shareholdings.
      2. Any return of allotment and the statement of capital accompanying it.
      3. Copy of any resolution under section 524 or 531 (disapplication of preemption rights).
      4. Copy of any report under section 577 or 558 as to the value of a non-cash asset.
      5. Notice delivered under section 579 (notice of new name of class of shares) or 580 (notice of variation of rights attached to shares).
      6. Statement of capital accompanying order delivered under section 587 (order of Court confirming reduction of capital).
      7. Notification (under section 630) of the redemption of shares and the statement of capital accompanying it.
      8. Statement of capital accompanying return delivered under section 650 (notice of cancellation of shares on purchase of own shares) or 673 (notice of cancellation of shares held as treasury shares).
      9. Any statement of compliance delivered under section 702 (statement that company meets conditions for issue of trading certificate).
           Mergers and divisions
      1. Copy of any draft of the terms of a scheme required to be delivered to the Registrar under section 855 or 875.
      2. Copy of any order under section 848 or 849 in respect of a compromise or arrangement to which Part 26 (mergers and divisions of public companies) applies.
      (5) Where a private company re-registers as a public company (see section 79)–
      (a) the last statement of capital relating to the company received by the Registrar under any provision of these Regulations becomes subject to the enhanced disclosure requirements, and
      (b) section 951 (public notice of receipt of certain documents) applies as if the statement had been received by the Registrar when the re-registration takes effect.

    • 953. Effect of failure to give public notice

      (1) A company is not entitled to rely against other persons on the happening of any event to which this section applies unless–
      (a) the event has been officially notified at the material time, or
      (b) the company shows that the person concerned knew of the event at the material time.
      (2) The events to which this section applies are–
      (a) an amendment of the company’s articles,
      (b) where the company is not a restricted scope company, a change among the company’s directors.
      (c) (as regards service of any document on the company) a change of the company’s registered office,
      (d) the making of a winding-up order in respect of the company, or
      (e) the appointment of a liquidator in a voluntary winding up of the company.
      (3) If the material time falls–
      (a) on or before the 15th day after the date of official notification, or
      (b) where the 15th day was not a working day, on or before the next day that was,

           the company is not entitled to rely on the happening of the event as against a person who shows that he was unavoidably prevented from knowing of the event at that time.

      (4) “Official notification” means–
      (a) in relation to an amendment of the company’s articles, notification in accordance with section 951 (public notice of receipt by Registrar of certain documents) of the amendment and the amended text of the articles,
      (b) in relation to anything else stated in a document subject to the enhanced disclosure requirements, notification of that document in accordance with that section,
      (c) in relation to the appointment of a liquidator in a voluntary winding up, notification of that event in accordance with the Insolvency Regulations 2015.