Rectification of Companies House Register

What to do if you need to make a change to the Companies House Register

Extending Time to Register a Charge and Correction of Misstatement at Companies House

It is a requirement of the Companies Act 2006 that where a company creates a charge, that charge needs to be registered at Companies House within 21 Days.

If the charge is not registered within the 21 days then it will not bind the creditor, liquidator or administrator who benefits from the charge. Meaning that the lender’s interest will not be secured. If for some reason the charge is not registered within the 21 days, the Companies Act provides a route to rectify this error.

You can work with our specialist team, who has expertise in making successful applications to register Legal Charges or Debentures that have been filed at Companies House out of time. They have dealt with many of these applications and have had great success with these cases.  We have a commercial approach and provide a cost-effective pricing structure.

We will prepare the application, all relevant evidence required by the court, comply with the procedural steps, and arrange for a representative to attend any hearing if necessary.

Examples of circumstances of when this application to the court is required are as follows.

  • You missed the 21-day statutory time limit to register a Legal Charge or Debenture at Companies House due to an error or oversight;
  • Form MR01 (Particulars of Charge), was presented to Companies House in time, but it was rejected because it was completed incorrectly, was not signed, or a document contained wrong information, and the time to remedy the situation has expired.

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Rectification of Companies House Register of Charges

Where a company is borrowing or guaranteeing finance it is common for the company to grant security to the lender. This security may take the form of a mortgage or debenture, this security will be registered at Companies House on the company’s Charges Register.

Rectifying the Register

If the particulars of the charge that is on the register are incorrect, an application to court will need to be made to rectify these charges. The error may relate to one of the following particulars of the charge:

  1. The date of creation of the charge;
  2. A description of the instrument (if any) creating or evidencing the charge;
  3. The amount secured by the charge;
  4. The name and address of the person entitled to the charge; and
  5. Short particulars of the property charged.

If an error is made with regard to any of the above details, there is a chance that Companies House will reject the form. This could result in a delay in the filing; meaning that it is filed out of time. If this is the case, a court order will be required to extend the filing period. Alternatively, Companies House may accept the form and the incorrect information will be recorded on the Charges Register.

Alternatively, an error could be made where a notification that a charge is satisfied is wrongly filed. If this is the case, an application to remove the entry from the register and to change the status of the charge from ‘Satisfied’ to ‘Outstanding’ will need to be made.

It is important to ensure that the particulars of a charge are correct before sending them to the Registrar for registration. It is worthwhile checking the particulars of the charge within the deed match those details that are submitted on the appropriate form, and in relation to satisfied charges you should ensure that any charges have been satisfied in full.

Rectification of the Company Register

It is a requirement for all companies to keep and maintain an up-to-date company register. If an error is made on the details of the company whether this relates to the register of members, charges or any other information that is reflected on the company register then it is important to ensure that the register is rectified as soon as possible.

The appropriate method for rectifying the company register is not always clear and will be dependent on the type of rectification required and the seriousness of the error. In some cases, it will require the correct form being submitted to Companies House or the Registrar of Companies in other cases it will require an application to the court.

Our team are there to provide you with professional advice and guidance on the best course of action and will seek to resolve matters in the most commercial and cost-effective way.

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Rectifying the statutory register of members

All limited companies must keep registers of members in accordance with the Companies Act 2006

It is a requirement of the Companies Act that the register of members must include names and addresses of all members along with the date each of them became or ceased to be a shareholder. It should also include a statement of the shares held as well as the number and class and the amount paid for the shares.

If the members’ details are incorrect then this will need to be rectified. The appropriate method of rectification will be dependent on how serious the error is. Is the error a minor clerical administrative error or is a major change required?

Minor Error

Where an administrative error has been made then rectification can be achieved by submitting a form requesting the appropriate rectification. Examples of such errors are as follows:

  1. Typos in the name or address of a member;
  2. Incorrect dates of a transaction such as a share sale;
  3. Inconsistencies between numbers recorded in board minutes but not reflected within the register of members.

A request must be made to the Registrar of Companies to rectify the register and when they are satisfied that the discrepancy raised is a valid one then the statutory register can be amended to reflect the necessary rectification.

Major Error

Where the error is more severe, in order to rectify the register an application to the court will be required. Examples of such an error are:

  1. A person’s name is either entered on the register where it shouldn’t be present or omitted from the register where it should be present.
  2. A person ceases to be a member and the register is not updated to reflect this or an unreasonable delay in updating the register occurs.

The court will use its discretion to determine whether the register should be rectified, the court will also consider whether it is appropriate for the aggrieved party to be paid damages.

If you have noticed an error in your statutory register of members and need advice or assistance, please contact the dispute resolution team who will be able to assist.

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