As the Economic Crime and Corporate Transparency Bill moves into the final stages, we consider how the Bill intends to expand the role of the Registrar of Companies and the implications of this for companies.
Current role of the Registrar
The Registrar’s existing role is limited to the recording and making available to the public company information. The Registrar also has limited administrative powers under the current legislation.
The aim of the Bill is to change the Registrar’s role as a passive information repository to an agency with active involvement in the registration and accuracy of company information. To achieve this, the Bill sets clear objectives for the Registrar that should be adhered to in the performance of its duties.
- To ensure that any person required to deliver documents to the Registrar does so, and that the requirements relating to proper delivery are complied with.
- To ensure the accuracy and completeness of information provided to the Registrar.
- To minimise the risk of information on the register creating a false or misleading impression to members of the public.
- To minimise the extent to which companies carry out or facilitate the carrying out of unlawful activities.
The Bill introduces two substantial new powers for the Registrar.
Power to query information
The Registrar is currently obliged to accept information that has been “properly delivered” to it.
The Bill introduces a new power allowing the Registrar to request additional information if it considers that the information may be fraudulent, suspicious or impact the integrity of the register. The Registrar may query information pre- and post- registration and can compel a person to provide such requested information. Failure to comply with the Registrar’s requests could result in the company’s officers committing an offence (details of new offences can be found in our earlier article in this series). The Bill also intends to enhance the Registrar’s existing limited power to reject filings where it considers there to be inaccuracies.
It is anticipated that guidance will be provided to detail the scope of this new broad power and to provide examples of how companies may comply with information requests.
Power to disclose information
The Bill also proposes that the Registrar may proactively disclose information with law enforcement, regulatory bodies and other public authorities to enable them to fulfil their statutory obligations or to enable the Registrar to fulfil its statutory obligations. This power applies to all information held by the Registrar about an entity, as well as any individual’s engagement with the Registrar.
Other powers and considerations
The Bill confers several other new powers upon the Registrar, such as the ability to change a registered office address, if it is satisfied the company is not authorised to use such an address.
Companies should be aware of the changes to the Registrar’s powers, remit and approach. In particular, care should be taken when providing the Registrar with information as the contents may not be as readily accepted as it is now. With little detail available regarding how companies may comply with information requests from the Registrar, the anticipated guidance from the Registrar will be welcomed.
This is only one of a series of reforms that are being proposed. Please see the following articles for other proposals: