Key points

The court has jurisdiction to order the UK Registrar of Companies to replace previously filed administrators' proposals.

The Facts

The administrators of a company filed a statement of proposals with the Registrar but then sought to replace the proposals because they contained information that the company was obliged to keep confidential. The administrators argued that:

  • Disclosure of the confidential information would prejudice the conduct of the administration and it was permissable to make an application under Rule 2.33A retrospectively.
  • The proposals contained unnecessary material and the whole document should be treated as not meeting the requirements of proper delivery (s.1074(4) Companies Act 2006).
  • The court had jurisdiction to direct the Registrar how to exercise his statutory duties and powers and should direct him to accept the amended proposals as a replacement (s.1076 CA 2006).
  • At the first court hearing, relief was granted to the administrators. The Registrar argued on appeal that the court could not intervene in the performance of his duties.

Decision

The court refused to set aside the order and directed the Registrar to replace the proposals. 

Comments

The Registrar must comply with an order made under Rule 2.33A as the effect of such an order is that the original proposals are no longer deemed to be "delivered" and so must be replaced. The performance of the Registrar's powers/duties is susceptible to the jurisdiction of the court.

The Registrar of Companies v Swarbrick and Others