Company Number 1389920 v Registrar of Companies

A company cannot generally revise filed accounts merely because they contain superfluous or confidential material, where the accounts otherwise comply with the statutory requirements and give a true and fair view. The statutory scheme governing company accounts and the Registrar’s functions excludes a general inherent jurisdiction to permit such revision.

The court may supervise the Registrar’s performance of statutory duties, particularly where a document is a nullity, but that jurisdiction does not extend to correcting a properly filed document. The possibility that exceptional circumstances may engage third-party common law or statutory rights does not alter the conclusion on an application concerning disclosure of a settlement offer.

Company A sought permission to file revised accounts for the year ending 30 September 2002. The filed accounts referred to its contingent liability in Technology and Construction Court proceedings and to a Part 36 settlement offer made by the opposing claimants.

The accounts otherwise gave a true and fair view. Company A accepted that the application was not made under the voluntary revision procedure in section 245 of the Companies Act 1985, but relied on the court’s alleged inherent jurisdiction to protect the integrity of its proceedings and the confidentiality of without-prejudice negotiations.

The central issues were whether such a jurisdiction existed and, if so, whether permission should be granted.

1. The application was dismissed. The court held that it had no inherent jurisdiction to permit the filing of revised accounts in the circumstances of the case.
2. Under section 245 of the Companies Act 1985, voluntary revision is available where the directors consider that filed accounts or a directors’ report did not comply with the Act. Where the accounts already give a true and fair view, the statutory basis for revision is absent.
3. Limited liability companies and the Registrar are creatures of statute. A statutory scheme containing specific and limited powers of revision or rectification is inconsistent with a general unlimited inherent jurisdiction to alter the register or filed documents. Exeter Trust Limited v Screenways Limited was applied and explained in that respect.
4. The court’s supervisory jurisdiction may require the Registrar to perform statutory duties consistently with the law, as illustrated by Re Calmex Ltd. It does not permit removal of extraneous material from a document that has been properly filed and retained in accordance with statutory duties. iGroup Ltd v Ocwen supported that conclusion.
5. The without-prejudice rule concerns admissibility and disclosure in litigation. Rush & Tompkins Ltd v Greater London Council did not support removal of a reference to a Part 36 offer from company accounts, because the application did not concern disclosure of correspondence between litigants. Any risk that the trial judge might see the reference could be addressed by redaction or other procedural measures.
6. Even if an inherent jurisdiction had existed, permission would have been refused in the discretion of the court. The sentences had been deliberately included after discussion with the auditors, the original accounts would remain available through bulk purchasers, and filing revised accounts would not undo the earlier dissemination.
7. The Companies (Revision of Defective Accounts and Report) Regulations 1990 applied only to voluntary revision under section 245 and did not authorise removal of the original accounts from the register.
8. The judge left open that exceptional circumstances, such as unlawful publication of another company’s confidential information or defamatory material, might require effective relief under public law principles or a specific claim against the company and the Registrar. Those observations were not necessary to the decision.