The Department for Business, Innovations and Skills (“BIS”) recently published their revised draft of the Companies Act 2006 (Amendment of Part 25) Regulations 2013 (“Regulations”). These Regulations, which are planned (subject to Parliamentary approval) to come into force on 6 April 2013, will replace the current Part 25 of the Companies Act 2006.
The Regulations are intended to modernise the registration of security in the UK by enabling electronic filing of security documents and effecting a single scheme for registration, satisfaction or alteration of company charges for all UK registered companies. The principal changes to Part 25 of the Companies Act 2006 under the Regulations are currently envisaged to be as follows:
- It will no longer be a criminal offence to fail to register a charge;
- The scheme for registration will be UK-wide;
- On registration of a charge, it will not be necessary to send original copies of the relevant instrument creating the charge to Companies House; a certified copy of the same will now suffice. The certified copy may be filed electronically in PDF format up to a maximum file size of 10MB, and will be placed on the public record from where it can be downloaded. However, where the instrument contains sensitive information, for example personal information relating to an individual (other than the name) and any bank or security account information of either an individual or a company, such information may be redacted; and
- Companies House has produced new security registration forms for companies and for LLPs, including separate forms for the registration of charges which are created by an instrument and those created where there is no instrument.
The new registration requirements under the Regulations will apply to any charges created on or after 6 April 2013. The new forms for entries of satisfaction and release of security will apply to all charges from 6 April 2013 (irrespective of when they are created), although the information required will differ according to when the original charge came into existence.
To date, BIS has not given any clear indication as to whether this latest draft comprises the final version of the Regulations or whether any further changes are envisaged as a result of the consultation process, and we await confirmation of this point.