Jabbar Hussein Hasan Hasan v Registrar of Companies

The claim was a Part 8 application under section 1096 of the Companies Act 2006 to remove various documents from the company register on the grounds that they were invalid, ineffective, unauthorised, factually inaccurate or forged. The court held that authority to appoint or remove directors is governed by a companys articles and the Companies Act, and that the first defendant (D1) had no authority under the articles or statute to file the challenged documents. The judge concluded that registration of notices of appointment or removal of directors, of a person with significant control and of accounts or confirmation statements does not in itself produce legal consequences under section 1096(3), whereas a registered change of registered office does have legal consequences. The court ordered removal of the specified documents (other than the PSC01 claim which was not pressed) because D1 lacked authority and the companys interest in correcting the register outweighed any interest in preserving the entries.

The claimants, a director (first claimant) and the company (second claimant), issued a Part 8 claim under section 1096 Companies Act 2006 seeking removal from the Companies House register of a number of filings made by the first defendant, including notices terminating and appointing directors, a change of registered office, accounts, a confirmation statement and notices of a person with significant control. The Registrar of Companies (second defendant) took no active part but approved the draft order in principle.

Nature of the application: an application for an order under section 1096 CA 2006 to remove material from the register on grounds of invalidity, lack of authority, factual inaccuracy or forgery.

Key facts and procedural posture: the claimants said the three registered directors remained in office and had not authorised the filings. The first defendant accepted that he had filed the documents but said he held control under an agreement and a power of attorney and asserted beneficial ownership of shares. The Part 8 claim was heard; judgment was reserved on a discrete issue of construction of section 1096(3). After hearing further submissions the court reserved consideration of additional filings made after the hearing.

Issues framed by the court:

• Whether the first defendant had authority under the articles or Companies Act to make the filings.
• Whether registration of each category of material had "legal consequences" for the purposes of section 1096(3) and therefore required an interest balance to be struck.
• Whether the Part 8 procedure was appropriate or should be converted to Part 7.

Courts reasoning: the judge emphasised that the articles of association and the Companies Act determine who may appoint or remove directors and who may authorise filings. D1 accepted he was not a registered director or shareholder and identified no provision in the articles or statute permitting him to act as he did. The judge rejected the contention that being a person with significant control or having a power of attorney validated D1s filings. On section 1096(3), the court drew a distinction between registrations that give rise to legal consequences (for example a change of registered office, which affects service) and registrations that do not validate the underlying facts (for example appointment/removal notices, PSC notifications, accounts, confirmation statements). The judge held that the appointment/removal notices, the PSC notice and the accounts/confirmation statement did not acquire legal consequences by registration and so did not attract the protection in section 1096(3); the change of registered office did have legal consequences but the companys and claimants interest in correct service and receiving process outweighed any interest of D1 in keeping the unauthorised entry. The court refused to convert the Part 8 claim into Part 7 and indicated D1 is free to pursue substantive claims against the claimants in appropriate proceedings.

Result: the court ordered removal of the challenged entries from the register (other than the PSC01 issue which was not pursued at the hearing), concluding the entries were unauthorised and that the companys interest justified removal even where registration had legal consequences.

The claim succeeded. The court ordered removal from the Companies House register of the specified documents filed by the first defendant because he lacked authority under the Articles and the Companies Act to make those filings; the court further held that most of the entries (appointments/removals, PSC notice, accounts, confirmation statement) did not acquire "legal consequences" by registration for the purposes of section 1096(3), while the change of registered office did have legal consequences but the companys interest in accurate service and notice outweighed any interest of the defendant in preserving that entry.