Companies Act 2006, section 1072

Requirements for proper delivery

Part 35 The registrar of companies

(1)A document delivered to the registrar is not properly delivered unless all the following requirements are met—

(a)the requirements of the provision under which the document is to be delivered to the registrar as regards—

(i)the contents of the document, and

(ii)form, authentication and manner of delivery;

[F1406 (aa)any applicable requirements as regards who may deliver a document to the registrar;F1406]

(b)any applicable requirements under—

  • section 1068 (registrar's requirements as to form, authentication and manner of delivery),

  • [F1407 section 1068A (rules requiring documents to be delivered together),F1407]

  • F1408 ...

  • section 1070 (agreement for delivery by electronic means);

(c)any requirements of this Part as to the language in which the document is drawn up and delivered or as to its being accompanied on delivery by a certified translation into English;

(d)in so far as it consists of or includes names and addresses, any requirements of this Part as to permitted characters, letters or symbols or as to its being accompanied on delivery by a certificate as to the transliteration of any element;

(e)any applicable requirements under section 1111 (registrar's requirements as to certification or verification);

(f)any requirement of regulations under section 1082 (use of unique identifiers);

(g)any requirements as regards payment of a fee in respect of its receipt by the registrar.

(2)A document that is not properly delivered is treated for the purposes of the provision requiring or authorising it to be delivered as not having been delivered, subject to the provisions of section 1073 (power to accept documents not meeting requirements for proper delivery).

Read section 1072 in the full Act → Definitions (3) Cases (3)

Definitions used in section 1072

document

(a) “document” means information recorded in any form, and

Defined in s.1114(1) · see it in the full Act
the registrar

(3) In the Companies Acts“the registrar of companies” and “the registrar” mean the registrar of companies for England and Wales, Scotland or Northern Ireland, as the case may require.

Defined in s.1060(3) · see it in the full Act
certified translation

(1) In this Part a “certified translation” means a translation certified to be a correct translation.

Defined in s.1107(1) · see it in the full Act

Cases considering section 1072 (3)

Peter Raymond Henrikson & Ors v Charles Riley Constant & Ors

[2023] EWHC 1373 (Ch) · 7 June 2023Interprets

The provision was used to identify the requirements concerning contents, form, authentication, manner of delivery and language which determine whether a document is properly delivered (see para [45]).

Peter Jones (China) Ltd, Re

[2021] EWHC 215 (Ch) · 5 February 2021Interprets

The court applied the proper-delivery provisions in assessing whether inclusion of the schedules made the statement of affairs improperly delivered. (see paras [17]; [32]-[35]) The court considered the consequence of defective delivery, but concluded that the statement as a whole was not improperly delivered because the schedules were readily separable. (see paras [17]; [32]-[35])

Cartwright & Anor v The Registrar of Companies

[2012] EWHC 359 (Ch) · 24 February 2012Interprets

Interpreted as requiring the prescribed information to appear in the document, but not necessarily to be repeated in the precise form section identified by marginal guidance. (see paras [16]-[18])

What each judgment says about section 1072 is in the case-law panel in the full Act.

Explanatory note

1377.This section provides that, in order for a document to be properly delivered to the registrar, various conditions (specified in subsection ( 1)(a) to (g) ) must be met. Where those conditions are not satisfied, and the document is therefore not “properly” delivered, it is not to be treated as having been delivered for the purposes of the underlying provision which authorises or requires it.

All the explanatory notes for the Act

Amendments and notes

5 notes from legislation.gov.uk

Amendments

  1. F1406S. 1072(1)(aa) inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 74, 219(1)(2)(b) text inserted prospectively or the amendment may be in effect for limited purposes, see the commentary.
  2. F1407Words in s. 1072(1)(b) inserted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 78(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z20)
  3. F1408Words in s. 1072(1)(b) omitted (26.10.2023 for specified purposes, 5.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 75(4), 219(1)(2)(b); S.I. 2024/269, reg. 3

Modifications

  1. C1467Ss. 1072-1076 applied (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 60, 83, Sch. 1 para. 27
  2. C1468Ss. 1072-1076 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(c) (with transitional provisions and savings in regs. 7, 9, Sch. 2)