Companies Act 2006, section 1096

Rectification of the register under court order

Part 35 The registrar of companies

(1)The registrar shall remove from the register any material—

(a)that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the company, or

(b)that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,

and that the court directs should be removed from the register.

(2)The court order must specify what is to be removed from the register and indicate where on the register it is.

[F1502 (3)The court may make an order for the removal from the register of anything the registration of which had legal consequences only if satisfied that the interest of the company, or (if different) the applicant, in removing the material outweighs any interest of other persons in the material continuing to appear on the register.F1502]

(4)Where in such a case the court does make an order for removal, it may make such consequential orders as appear just with respect to the legal effect (if any) to be accorded to the material by virtue of its having appeared on the register.

(5)A copy of the court's order must be sent to the registrar for registration.

[F1503 (5A)This section does not apply to any material delivered to the registrar under Part 15.F1503]

(6)This section does not apply where the court has other, specific, powers to deal with the matter, for example under—

F1504(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)section [F1505859M (rectification of register)F1505] .

Definitions used in section 1096

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
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
the court

(1) Except as otherwise provided, in the Companies Acts “the court” means—

(a)in England and Wales, the High Court or the county court;

(b)in Scotland, the Court of Session or the sheriff court;

(c)in Northern Ireland, the High Court.

Defined in s.1156(1) · see it in the full Act

(2) The provisions of the Companies Acts conferring jurisdiction on “the court” as defined above have effect subject to any enactment or rule of law relating to the allocation of jurisdiction or distribution of business between courts in any part of the United Kingdom.

Defined in s.1156(2) · 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

Cases considering section 1096 (19)

Shaheen Shan v The Registrar of Companies & Ors

[2026] EWHC 1058 (Ch) · 6 May 2026

Applies the statutory rectification jurisdiction to remove unauthorised Companies House filings and correct the electronic registers. The claimant sought relief under this provision in relation to YHMS and SSL. (see para [10])

Plantation Wharf Management Limited & Ors v Vanessa Lillian Brady & Ors

[2025] EWHC 2938 (Ch) · 19 November 2025Limits

The court declined to order removal of filings concerning the purported new directors because the declarations made those filings nullities and the Registrar would implement the declarations. It also declined to remove historical Freeholder Director filings ab initio, although declarations were made that those individuals were no longer directors (see paras [104]-[107]).

Jabbar Hussein Hasan Hasan v Registrar of Companies

[2025] EWHC 1272 (Ch) · 4 June 2025Interprets

The court applied the statutory power to remove material derived from something invalid, ineffective, unauthorised, factually inaccurate or forged. The impugned filings were unauthorised because the first defendant lacked authority under the company’s articles or the Act (see paras [20], [33]–[35]). The court interpreted the requirement that registration itself must have legal consequences before the interests-balancing test applies. Director notices, person-with-significant-control filings, accounts and confirmation statements did not satisfy that requirement, whereas a registered-office change did; the latter was removed after balancing the competing interests (see paras [21], [36]–[41]).

What each judgment says about section 1096 is in the case-law panel in the full Act.

Explanatory note

1405.The registrar is also required to remove material from the register where there is a court order to that effect. The court’s rectification power operates in the same circumstances as the registrar’s power following regulations made under section 1094. However, the court’s power is of general application. For example, there is no limit on the types of document covered. The court may make an order to remove material from the register where its presence on the register has caused damage or may cause damage to the company and the company’s interests in removing the material outweigh the interests of others in it continuing to be on the register. The court may make such consequential orders as appear just regarding the period that the information was on the register and the effect of the information being on the register during that period. The court’s rectification power does not operate where the court has other rectification powers (e.g. in relation to accounts or charges).

All the explanatory notes for the Act

Amendments and notes

8 notes from legislation.gov.uk

Amendments

  1. F1502S. 1096(3) substituted (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. 86(2), 219(1)(2)(b); S.I. 2024/269, reg. 2(z28)
  2. F1503S. 1096(5A) 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. 86(3), 219(1)(2)(b); S.I. 2024/269, reg. 2(z28)
  3. F1504S. 1096(6)(a) omitted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 86(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z28)
  4. F1505Words in s. 1096(6)(b) substituted (6.4.2013) by The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (S.I. 2013/600), reg. 1, Sch. 2 para. 3(6) (with reg. 6)

Modifications

  1. C1570Ss. 1093-1097 power to apply (with or without modifications) conferred (31.1.2019) by Technical and Further Education Act 2017 (c. 19), ss. 8, 47(2); S.I. 2018/1161, reg. 3(a)
  2. C1571Ss. 1093-1098 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 67 (with reg. 60, Sch. 1 paras. 30, 31, 34, 35) (as amended (6.4.2013) by S.I. 2013/618, reg. 5 (with reg. 8(4)); (E.W.) (12.3.2015) by S.I. 2015/664, reg. 1(1), Sch. 3 para. 14(6) (with reg. 5(1)); (6.4.2016) by S.I. 2016/423, regs. 1(1), 21; (4.3.2024) by S.I. 2024/54, regs. 1(2)(a), 16; S.I. 2024/234, regs. 1(2), 37; S.I. 2024/269, reg. 2(a); and (18.11.2025) by S.I. 2025/1116, regs. 1(2), 4(4); S.I. 2025/1118, reg. 2(g))
  3. C1574S. 1096 modified (31.1.2019) by The Further Education Bodies (Insolvency) Regulations 2019 (S.I. 2019/138), regs. 1(1), 4(1), 39(k) (with regs. 1(2), 3(c))
  4. C1575S. 1096(1)-(5) modified by The European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326), reg. 13(1B), Sch. 1A para. 6 (as inserted (1.10.2009) by The European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400), regs. 1(2), 37) (as amended (31.12.2020) by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 45(d) (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))