Companies Act 2006, section 1080

The register

Part 35 The registrar of companies

(1)The registrar shall continue to keep records of—

(a)the information contained in documents delivered to the registrar under any enactment, [F1432, and

(b)certificates issued by the registrar under any enactment.F1432]

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

(3)Information deriving from [F1433an enhanced disclosure document (see section 1078) delivered to the registrar,F1433] must be kept by the registrar in electronic form.

(4)Subject to that, information contained in documents delivered to the registrar may be recorded and kept in any form the registrar thinks fit, provided it is possible to inspect it and produce a copy of it.

This is sufficient compliance with any duty of the registrar to keep, file or register the document or to record the information contained in it.

(5)The records kept by the registrar must be such that information relating to a company[F1434 or other registered bodyF1434] is associated with [F1435that bodyF1435] , in such manner as the registrar may determine, so as to enable all the information relating to [F1436the bodyF1436] to be retrieved.

Definitions used in section 1080

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
document

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

Defined in s.1114(1) · 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
company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

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

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
the Companies Acts

(1) In this Act “the Companies Acts” means—

(a)the company law provisions of this Act,

(b)Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (community interest companies), and

(c)the provisions of the Companies Act 1985 (c. 6) and the Companies Consolidation (Consequential Provisions) Act 1985 (c. 9) that remain in force.

Defined in s.2(1) · see it in the full Act

Cases considering section 1080 (4)

Cartwright & Anor v The Registrar of Companies

[2012] EWCA Civ 1159 · 24 August 2012Defines

The provision assigns the registrar the function of collating statutory company information and making it publicly available. This function informed the distinction between receipt and registration (see paras [19]; [42]–[48]). The information maintained by the registrar constitutes the register (see para [19]). The register is maintained electronically, enabling administrators and the public to check whether registration has occurred online (see paras [19]; [49]). All information relating to a company must be capable of retrieval together, notwithstanding the registrar’s discretion over the register’s form (see para [19]).

Peter Jones (China) Ltd, Re

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

The court considered the Registrar’s duty to keep records, but held that the duty did not require retention of schedules which should not have been registered. (see paras [15]-[16]; [33])

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

[2014] EWHC 1466 (Ch) · 13 May 2014

Confirms the Registrar’s duty to keep records of information contained in documents delivered under an enactment, subject to the statutory and rule-based mechanisms permitting removal or replacement. (see paras [19]; [57]; [61])

What each judgment says about section 1080 is in the case-law panel in the full Act.

Explanatory note

1386.This section imposes an obligation on the registrar to keep a record of the material received. It gives a discretion as to the form in which the record is kept. Subsection (3) provides that this discretion is subject to the terms of the amended First Company Law Directive (68/151/EEC), Article 3.2 of which requires any documents and particulars it covers which are delivered on after 1 January 2007 to be retained in electronic form. The documents covered by this obligation are those set out in section 1078.

All the explanatory notes for the Act

Amendments and notes

16 notes from legislation.gov.uk

Amendments

  1. F1432S. 1080(1)(b) and word substituted for s. 1080(1)(b)(c) (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(2)
  2. F1433Words in s. 1080(3) substituted (31.12.2020) by The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019 (S.I. 2019/348), reg. 2, Sch. 1 para. 20; 2020 c. 1, Sch. 5 para. 1(1)
  3. F1434Words in s. 1080(5) inserted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(a)
  4. F1435Words in s. 1080(5) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(b)
  5. F1436Words in s. 1080(5) substituted (1.10.2009) by The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1802), art. 10(3)(c)

Modifications

  1. C1486S. 1080 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 19(4)(d)}
  2. C1487S. 1080 applied (15.12.2007) by The Companies (Cross-Border Mergers) Regulations (S.I. 2007/2974), {reg. 12(6)(b)}
  3. C1488S. 1080 applied (with modifications) (4.3.2024) by S.I. 2009/1804, reg. 63A (as inserted by The Limited Liability Partnerships (Application of Company Law) Regulations 2024 (S.I. 2024/234), regs. 1(2), 27; S.I. 2024/269, reg. 2(a))
  4. C1489S. 1080(1) 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
  5. C1490S. 1080(1) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)
  6. C1491S. 1080(2) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)
  7. C1492S. 1080(2) applied (with modifications) (18.11.2025) by S.I. 2017/694, reg. 58A (as inserted by The Economic Crime and Corporate Transparency Act 2023 (Consequential, Incidental and Miscellaneous Provisions) Regulations 2025 (S.I. 2025/1037), reg. 1(2), Sch. 2 para. 6(3); S.I. 2025/1118, reg. 2(1)(g))
  8. C1493S. 1080(4)(5) 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
  9. C1494S. 1080(4) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 20(1)(a) (with transitional provisions and savings in regs. 7, 9, Sch. 2)
  10. C1495S. 1080(4)(5) applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 17(2)(d) (with transitional provisions and savings in regs. 7, 9, Sch. 2)

Commencement

  1. I366S. 1080 wholly in force at 1.1.2007, see s. 1300 and S.I. 2006/3428, art. 2(1)(e) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5)