Companies Act 2006, section 1074

Documents containing unnecessary material

Part 35 The registrar of companies

(1)This section applies where a document delivered to the registrar contains unnecessary material.

(2) “Unnecessary material” means material that—

(a)is not necessary in order to comply with an obligation under any enactment, and

(b)is not specifically authorised to be delivered to the registrar.

(3)For this purpose an obligation to deliver a document of a particular description, or conforming to certain requirements, is regarded as not extending to anything that is not needed for a document of that description or, as the case may be, conforming to those requirements.

(4)If the unnecessary material cannot readily be separated from the rest of the document, the document is treated as not meeting the requirements for proper delivery.

(5)If the unnecessary material can readily be separated from the rest of the document, the registrar may register the document either—

(a)with the omission of the unnecessary material, or

(b)as delivered.

Definitions used in section 1074

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
enactment

In this Act, unless the context otherwise requires, “enactment” includes—

(a)an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30),

(aa)an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

(b)an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and

(c)an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Defined in s.1293 · see it in the full Act
the register

(2) The records relating to companies are referred to collectively in the Companies Acts as “the register”.

Defined in s.1080(2) · see it in the full Act

Cases considering section 1074 (3)

Peter Jones (China) Ltd, Re

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

The court held that the schedules were unnecessary material because they were not required or authorised to be delivered and were readily separable. The Registrar could therefore register the statement without them or remove them after registration. (see paras [19]; [27]; [32]-[35]) The court distinguished the consequence for inseparable unnecessary material and held that it did not apply because the schedules could readily be separated. (see paras [19]; [27]; [35]) The court applied the discretion to register a document with separable unnecessary material omitted or as delivered, and treated omission as the rational course here. (see paras [19]; [27]; [32]-[34])

The Registrar of Companies v Swarbrick & Ors (Administrators of Gardenprime Ltd)

[2014] EWHC 1466 (Ch) · 13 May 2014Interprets

Interprets unnecessary material objectively by reference to legislative requirements and legislative authorisation. The relevant questions do not depend on the Registrar’s perception or on authorisation by the person filing the document. (see paras [64]-[74]) Applies the rule that a document containing unnecessary material which cannot readily be separated is treated as not meeting the requirements for proper delivery. The court also applied this principle to a replacement document. (see paras [65]; [103]-[105])

Cartwright & Anor v The Registrar of Companies

[2012] EWCA Civ 1159 · 24 August 2012

The registrar’s responsibility to prevent unnecessary material entering a company’s file illustrated the checking function involved in registration (see paras [20]; [48]).

What each judgment says about section 1074 is in the case-law panel in the full Act.

Explanatory note

1379.Documents are sometimes delivered to the registrar which contain “unnecessary” material, i.e. material for which there was no legal requirement or authorisation.Where the unnecessary material cannot readily be separated from the necessary material, then the document as a whole is treated as not properly delivered. Where it is separable, the registrar has the option of either registering the entire document as delivered, or excising the unnecessary material and registering the remainder.

All the explanatory notes for the Act

Amendments and notes

2 notes from legislation.gov.uk

Modifications

  1. C1471Ss. 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. C1472Ss. 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)