The Companies Act 2006 (Amendment of Part 25) Regulations 2013 are set to come into force on 6 April 2013 (subject to Parliamentary approval). The most direct impact for IPs is the introduction of new forms for receivership appointments. I set out below these, and other, changes to the regime for registering charges.
BIS’ press release on the Regulations is at: https://www.gov.uk/government/consultations/registration-of-charges-created-by-companies-and-limited-liability-partnerships, although I found this document, BIS’ explanatory notes, more useful: https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/49957/13-568-companies-act-2006-part-25-registration-company-charges-explanatory_notes.pdf
Companies House’s press release is at: http://www.companieshouse.gov.uk/pressDesk/news/part25CompaniesAct.shtml
The Regulations themselves can be found at: https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/49956/13-567-companies-act-2006-amendment-part-25-regulations-draft-statutory-instrument.pdf
The new forms for receiverships are:
• RM01 – Notice of appointment of administrative receiver, receiver or manager (replaces form LQ01)
• RM02 – Notice of ceasing to act as administrative receiver, receiver or manager (replaces for LQ02)
Unfortunately, these forms will only be available from the Companies House website from 6 April 2013 (thanks, guys!). They will apply to all appointments and ceasings to act (except for Scottish cases, the filing for which remains unchanged) occurring after 6 April 2013, i.e. regardless of the date of the charge to which the appointment relates. Ceasings to act will need to provide either more information on the charge relating to the appointment or the Unique Reference Code (explained further below). There are also new forms for registering new charges, satisfactions and releases, which should all be used after 6 April 2013. 08/04/13 EDIT: for new forms, go to http://www.companieshouse.gov.uk/pressDesk/news/april2013DraftForms.shtml.
There will be a UK-wide regime for registration, so there will no longer be separate filing requirements for charges created over Scotland-registered companies. There is one exception: alterations to Scottish floating charges via Form 466 (S859O(4)) – there will be some changes to S466 of the Companies Act 1985, but it seems that they only affect the information required.
Consequences of Non-Registration
The criminal offence for failing to register a charge has been removed and there will no longer be a requirement for companies (except for overseas companies, which are governed by different legislation) to keep registers of their charges, although they need to keep copies of the full instruments available for inspection (S859P and Q).
Companies House’s press release states that the 21-day limit for filing the particulars of a property acquired which is subject to a charge has been removed. However, the removal of this mandatory requirement seems unlikely to have much practical effect in the world of insolvency, because, if a charge is not delivered for filing in the period of 21 days from creation (excepting where the period is extended by court application), it is void against liquidators and administrators (S859H).
Registering New Charges
A certified copy of the instrument will need to be sent to the registrar, so in future this copy instrument will be available for viewing from Companies House. Certain sensitive information, e.g. personal information, bank account numbers, can be omitted (S859G). Instruments need to be accompanied by particulars (S859D) and one advantage of the fuller particulars is that they will enable a Companies House searcher to identify whether any other UK register, e.g. the Land Register, also holds information on the charge. Companies House is also introducing Unique Reference Codes to identify each charge and these URCs (allocated by the Registrar when a new charge is registered) should be used on all forms (including the receivership forms) relating to post-6 April 2013 registered charges.
Finally, a significant change introduced by the Regulations is that, instead of listing all charges that are covered by the registration regime, they include a list of exceptions – at S859A(6) – and thus the Regulations are assumed to apply to all other charges.