Insolvency Oracle

Developments in UK insolvency by Michelle Butler

Tag Archives: Companies House


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Companies House: life down the rabbit-hole

Sorry, I don’t have a picture of a rabbit, so this sweet pocket gopher from my recent Mexico trip will have to do

I expect that we all have a story to tell about a peculiar rejection or two from Companies House, including where the reasons for the rejection don’t appear to derive from the Rules.  Just the other day, R3 told us that Co House is rejecting Declarations of Solvency that don’t have the company name on page 2.  Weird.

Here are a couple of progress report filing rejections that have had me scratching my head.

Scenario 1: When the Office Holder Changes

Imagine a firm where an IP takes appointments as a sole office holder.  The IP decides to leave the firm, so a block transfer order is sought to transfer all their cases to another IP in the firm.  The cases continue to be administered by the same case teams, using the same cashbooks and time recording system.  All that has happened is that the office holder has changed.  What do you think the next progress report on these cases should look like?

Companies House’s view is that, while the progress report timeline does not change, the incoming office holder can only issue a report for their period in office.

For example, take a CVL with a liquidation date of 02/04/2023:

  • Departing liquidator filed a report ending 01/04/2024
  • Block transfer order dated 02/02/2025
  • Companies House expects the new liquidator to submit a report covering the period from 02/02/2025 to 01/04/2025
  • This would lead to a gap in the reporting from 02/04/2024 to 01/02/2025
  • The new liquidator’s R&P would also show the opening position as at 02/02/2025, 10 months after the old liquidator’s R&P’s closing position.  The chances are high that the two would not correspond.

Does this seem sensible?  Shouldn’t the record at Companies House be an uninterrupted sequence of reports showing the progress of the liquidation?

Doesn’t the liquidator’s report under R18.7(4) plug the gap?

True, R18.7(4) does require an incoming CVL liquidator to deliver as soon as reasonably practicable a notice to members and creditors “of any matters about which the succeeding liquidator thinks the members or creditors should be informed”.  Similar provisions apply to the other usual case types.

However, this will not plug the reporting gap:

  • The rule refers to a “notice”, which suggests to me that it is intended to fall far short of a progress report.  For example, there is no indication that it would include an R&P.
  • There is no requirement or facility to file this notice at Companies House.

What do the Rules say about the incoming liquidator’s reporting duty?

Not much.

R18.7(2) sets the scene:

  • “The liquidator’s progress reports… must cover the periods of (a) 12 months starting on the date the liquidator is appointed; and (b) each subsequent period of 12 months”.

However, R18.7(3) states that “the periods for which progress reports are required under paragraph (2) are unaffected by any change in liquidator”.  In other words, the incoming liquidator does not re-read R18.7(2) as applying to them. 

But it seems to me that R18.7(2) must continue to apply in relation to the first liquidator.  For example, imagine that the CVL began on 02/04/2024.  This was the date of the first liquidator’s appointment, so R18.7(2)(a) applies to determine the date that the first progress report is due: 01/04/2025.

As R18.7(2)(a) must be read in this scenario as applying to the first liquidator, it cannot be used to support the view that this means that the second liquidator’s progress report cannot cover the period before the second liquidator’s appointment.

S192 and Rs18 describe that progress reports should detail how the liquidation has proceeded during the review period.  I do not read anything in them that prohibits a liquidator from detailing what occurred prior to their appointment where this forms part of the 12-month reporting period.

But what about hostile transfers?

If the succeeding liquidator took the appointment in hostile circumstances, e.g. where the previous liquidator had misapplied (aka stole) the company’s funds and did not hand over sufficient information for the successor to see clearly what had occurred, it might be difficult for the successor to issue an accurate progress report for the whole 12-month period.  The new liquidator might prefer to report solely on what the estate looked like when they took on the appointment.

I am not sure that that would be in the spirit of the Act/Rules, but of course they were not written to accommodate the scenario of a bent liquidator; they were written to make liquidations work in the hands of compliant professionals.

So what do we do?

I suggest that, fundamentally, the Act/Rules envisage the full term of an insolvency process to be documented at Companies House by means of sequential annual (or, in ADMs, 6-monthly) reports.  But, as I write this, Companies House remains of the view that a successor liquidator’s progress report cannot cover any of the period before their appointment.

I have sent to Companies House the reasons for my contrary view and I am waiting for their response.

Scenario 2: hoisted by my own petard!

Not long after I sent my email to Companies House, another client complained to me that Companies House had rejected their progress report because they required it to cover a full 12-month period, but this included several months, not only where they were not in office, but also where the company didn’t even exist.

Ah, yes, well, when I said that a liquidator should be able to file a report for a period prior to appointment, I wasn’t thinking about this scenario…

The Flipside: When a Company is Restored

Imagine this CVL:

  • CVL commenced on 05/03/2020
  • Liquidator filed progress report to 04/03/2021
  • Liquidator sent final account to Companies House on 01/12/2021
  • Company was dissolved on 01/03/2022
  • Later, a new asset was discovered, so an application was made to have the company restored and the liquidator re-appointed.  This was granted on 10/10/2024
  • Liquidator submitted a progress report for filing for the period from 10/10/2024 to 04/03/2025
  • Companies House rejected the report, as they require a progress report for each 12-month period from 05/03/2020

Hmm…

It seems that Companies House requires the following progress reports:

  • From 05/03/2021 to 04/03/2022 – most of this period is already covered by the filed final account and in 12/2021 the liquidator vacated office and was released
  • From 05/03/2022 to 04/03/2023 and from 05/03/2023 to 04/03/2024 – the company was dissolved for the whole of this period
  • From 05/03/2024 to 04/03/2025 – the company was only restored on 10/10/2024

What do the Rules say about the re-appointed liquidator’s reporting duty?

Well, I did say that the Rules seem to suggest that an uninterrupted sequence of progress reports should be filed, didn’t I?  So this does indicate that progress reports should be filed for the full period of a restored company’s non-existence, even though this seems nonsensical.

But is this the only interpretation..?

R18.7(5) states:

  • “A progress report is not required for any period which ends after… the date to which a final account is made up under section 106 and is delivered by the liquidator to members and creditors”

So if a CVL has come to an end in the usual way and a final account has been delivered and filed, it could be argued that R18.7(5) means that no progress reports are required on its restoration.  Restoration simply returns the company to the register as if the dissolution did not happen.  It does not eliminate the pre-dissolution delivery and filing of the final account.

So what do we do?

I appreciate, however, that this argument is not helpful.  A re-appointed liquidator ought to be able to file progress reports for their second term in office and, if Companies House will only accept them where there is no gap in the reporting sequence, then so be it.

An alternative would be to ask the court, not only to restore the company and re-appoint the liquidator, but also to dispense with the statutory requirement to file progress reports for the period up to restoration.  I recommend that anyone looking to have such a company restored should discuss this with the instructed solicitors.

Capricious Companies House

I remember that, when we were all first grappling with the 2016 Rules, I’d had a few exchanges with Companies House staff where our interpretations differed.  Then we seemed to enter a honeymoon period during which Companies House staff generally took IPs’ filings at face value, not questioning the detail.  Of course, that approach had its own downsides leading to the filing of some flawed or illegible documents.

We now seem to have entered a new period where Companies House staff are scrutinising filings and rejecting documents for a variety of reasons.  Most of these rejections are entirely justified and work well to ensure that companies’ registers are maintained to high standards.  However, the reasons for some rejections appear questionable, contradictory, or to result in perverse outcomes.

The value of collaboration

What is worse, there is no easy way to communicate Companies House’s requirements to us all.  We only learn by our individual experiences, which I suspect is just as frustrating to Companies House staff tasked with “educating” IPs individually.  It is rare for an issue, such as the DoS issue I started this article with, to hit the headlines.

I wonder if there could be some kind of centralised communication with the Companies House insolvency team.  This might help us to learn lessons from others’ mistakes, as well as perhaps establishing logical and practical approaches to filings where the Rules alone do not provide the answer.


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Court decides on solution for misfiled SoA schedules

I don’t usually write on legal decisions anymore, but I felt that this was such a good news story, I would make an exception.

I have seen many an IP look ashen and frustrated at learning that the employee or consumer creditor schedules have been sent to Companies House for filing along with a Statement of Affairs (“SoA”).  It’s a very easy mistake to make, but it can be costly.  Not only is it a data breach, but over the past few years, the Registrar seems to have hardened his stance and no longer agrees to whip out the offending schedules but instead refers the IP to the expense of getting a court order for their removal.

In the recent case of Re Peter Jones (China) Limited ([2021] EWHC 215 (Ch)) (https://www.bailii.org/ew/cases/EWHC/Ch/2021/215.html), HH Judge Davis-White QC gave his view on the matter.

In this case, the IP was quick to spot the error, so just a few days after the SoA containing the employee/consumer schedules had been emailed for filing, he emailed the Registrar asking for the filing to be cancelled.  Unfortunately, although the Registrar had confirmed that the SoA had been returned in the post, there was a mix up and the SoA-plus-schedules were filed.

The Registrar told the IP that he would need a rectification court order to remove the schedules.

 

Employee/consumer schedules were “unnecessary material”

The court decided that the schedules were “unnecessary material” under S1074 of the Companies Act 2006 (“CA06”):

(2) “Unnecessary material” means material that—

(a) is not necessary in order to comply with an obligation under any enactment, and

(b) is not specifically authorised to be delivered to the registrar.

This section also gives the Registrar discretion to choose not to file the unnecessary material.  If the unnecessary material cannot readily be separated, then the Registrar can reject the whole document submitted.  But if it can readily be separated, then S1074 allows the Registrar to remove just this item.  Of course, this is handy when employee/consumer schedules are mistakenly submitted with SoAs.

S1094 CA06 also gives the Registrar discretion to remove such unnecessary material from documents already filed.

 

Should the Registrar have used his discretion to remove the schedules?

The court said: yes.

The judge pointed out that:

“If the IR 2016 prohibit delivery of the Schedules to the Registrar it is difficult to see how it could be lawful for him to register them.”

Therefore, the Registrar’s refusal to exercise that discretion was considered “unlawful and irrational within the Wednesbury principles”.

The force of the judge’s decision perhaps is felt in the fact that the judge ordered that the Registrar pay the costs of the IP’s application:

“Having found that the Registrar had a discretion which he should have exercised to remove the Schedules or not to register them in the first place, I ordered that he should pay the costs of the application. His repeated position in correspondence that a court order was necessary was simply wrong.”

 

Will the Registrar use his discretion in future?

Let’s hope so!

The Registrar was not represented at this application, except by written submission on the question of costs.  I suppose an appeal is possible, but I would think unlikely.


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Welcome measures to help IPs in these times

In my last blog post, I published a wishlist of measures that would help IPs to do their jobs in these difficult times.  Since then, some extraordinary steps have been taken very quickly to address many of them.  Here, I summarise those actions.

Taking on New Appointments

  • Notices of intention to appoint, and of appointment of, administrators: the Temporary Insolvency Practice Direction (judiciary.uk/publications/temporary-insolvency-practice-direction-approved-and-signed-by-the-lord-chancellor/) came into force on 6 April. Although it states that a statutory declaration by video conference may constitute a formal defect or irregularity, it confirms that this by itself shall not be regarded as causing substantial injustice, provided that the declaration is carried out in the manner specified in the Practice Direction:

“9.2.1. The person making the statutory declaration does so by way of video conference with the person authorised to administer the oath;

9.2.2 The person authorised to administer the oath attests that the statutory declaration was made in the manner referred to in 9.2.1 above; and

9.2.3 The statutory declaration states that it was made in the manner referred to in paragraph 9.2.1 above.”

UPDATE 31/03/2021: a new Temporary Insolvency Practice Direction (https://www.judiciary.uk/publications/extended-temporary-insolvency-practice-direction-approved-and-signed-by-lord-wolfson/) comes into force tomorrow, which keeps the above in place until 30 June 2021.

UPDATE 01/07/2021: a further Temporary Insolvency Practice Direction has been issued (https://www.judiciary.uk/publications/extended-temporary-insolvency-practice-direction-approved-and-signed-by-lord-wolfson-2/) extending the provisions to 30 September 2021.

UPDATE 12/10/2021: another TIPD has been issued (https://www.judiciary.uk/guidance-and-resources/temporary-insolvency-practice-direction/).  This Direction remains in force “unless amended or revoked by a further insolvency practice direction”.

UPDATE 30/05/2020: Please note that the authority for statutory declarations to be administered virtually in Scotland derives from Schedule 4 para 9 of the Coronavirus (Scotland) (No. 2) Act 2020 (http://www.legislation.gov.uk/asp/2020/10/enacted), which came into force on 27 May 2020.  The provisions are temporary only and have an expiry date of 30 September 2020, although this can be extended by regulations. 

UPDATE 27/09/2020: the expiry date has been extended to 31 March 2021 by means of the Coronavirus (Scotland) Acts (Amendment of Expiry Dates) Regulations 2020.

UPDATE 31/03/2021: the expiry date has been extended again to 30 September 2021 by means of the Coronavirus (Scotland) Acts (Amendment of Expiry Dates) Regulations 2021.

UPDATE 04/09/2021: the expiry date has been extended again to 31 March 2022 by means of the Coronavirus (Extension and Expiry) (Scotland) Act 2021.

UPDATE 05/04/2022: the expiry date has been extended again to 30 September 2022 by means of the Coronavirus (Scotland) Acts (Amendment of Expiry Dates) Regulations 2022 and the Coronavirus (Recovery and Reform) Scotland Bill proposes to make the amendment permanent.

UPDATE 05/07/22: the Coronavirus (Recovery and Reform) Scotland Bill was passed on 29 June 2022.  It takes effect from 1 October 2022, making remote statutory declarations for Scottish processes permanent.

  • There have been no regulatory measures to help directly with posting mailouts, but many IPs have been exploring outsourcing options. Although I’m sure there are many providers, I understand that Postworks is used successfully by several IPs.  Widespread use of delivery by email, I think, is still a work in progress: Turnkey and others are geared up to assist, but I think the issues are in compiling a list of email addresses that can be used.  Many IPs had moved to website delivery via a single R1.50 notice before the lockdown and I suspect that this process has become even more popular.
  • HMRC S100 documents: I have seen nothing to move forward from the Dear IP article (insolvencydirect.bis.gov.uk/insolvencyprofessionandlegislation/dearip/dearipmill/chapter8.htm#26) that stated that the HMRC email address is only to be used for “the initial pre-appointment notifications under the deemed consent or virtual meeting procedures”, so it seems to me that Statements of Affairs and adjournment notices etc. must still be posted.
  • Court activities: as far as I can tell and as set out in the Temporary Insolvency Practice Direction, the courts are doing a phenomenal job in keeping their virtual doors open. Bravo!
  • Physical meetings: the RPBs published guidance that: “where procedural meetings are required, virtual meetings will suffice in order to avoid breaching social distancing requirements.  A reasonable approach will be required to handling any creditor requests for physical meetings” (https://ion.icaew.com/insolvency/b/weblog/posts/joint-statement-by-icaew-and-the-ipa-regarding-measures-to-support-ips-during-the-covid-19-pandemic). Personally, I’m not sure how we’re supposed to take this.  Some may consider it reasonable to convene a physical meeting in a space large enough to accommodate social distancing.  Some others could consider it reasonable to dismiss creditors’ requests for a physical meeting altogether!  In my view, the reasonable approach would be to contact the requesting creditors to explore whether their concerns can be addressed in another way, e.g. an informal discussion or, if there are formal decisions to be made, insist that the “physical” meeting be held entirely remotely, thus requiring just a little departure from R15.6(6).
  • It seems that the Government’s intention to suspend the wrongful trading provisions has been met with some negativity by IPs (e.g. r3.org.uk/press-policy-and-research/news/more/29337/covid-19-corporate-insolvency-framework-changes-r3-response/), whereas the House of Commons’ briefing paper quotes other bodies, including the IoD and ILA, as welcoming the news (https://commonslibrary.parliament.uk/research-briefings/cbp-8877/). Although the change has not yet been made, the Government plans that it will be retrospective from 1 March 2020 and it will continue for 3 months thereafter.

Statutory Filings / Deliveries

  • The RPBs’ statement referred to above did not explain their expectations specifically in keeping up with progress reports, but it did acknowledge that the current difficulties could amount to a “reasonable excuse” defence for breaching statutory requirements. The statement highlighted the need to “have followed ethical principles and have justifiable, sound and well documented reasons for making those decisions”, i.e. where “reasonable steps to comply” are not enough to overcome the difficulties caused by the restrictions imposed on us in these extraordinary times.
  • The news on Tuesday that Companies House is now accepting filings by email was extremely welcome (https://content.govdelivery.com/accounts/UKIS/bulletins/28550aa). Understandably, it seems to be taking some time for Companies House to register documents at the moment and, if you physically mailed documents before they opened their doors to emails, you might consider sending them again by email.  I’m sure that Companies House won’t thank me for that though, so only seriously time-critical documents, e.g. ADM-CVL conversions, might merit such a second attempt.  The announcement included several warnings about how a failure to follow the instructions for emailing docs would result in them being rejected and, as Companies House filings by email are excluded from the deemed delivery provisions in R1.45, you would do well to ensure that staff follow the instructions to the letter.
  • I’m a little surprised that the InsS hasn’t sought to extend the deadline for D-reports, especially as they have clearly considered the logistics of collecting books and records. At first glance, Dear IP 95 appeared to concede that IPs didn’t need to take extreme measures to collect books and records, but when I looked closely, it did not such thing.  It replaced the previous instruction that IPs should locate and ensure that books and records are secured and listed as appropriate with a requirement that IPs “should continue to take all possible steps to locate and secure” them (https://content.govdelivery.com/accounts/UKIS/bulletins/284baba).  “All possible steps”?  Well, we weren’t going to be taking impossible ones!  It’s a shame that the InsS hasn’t confirmed that IPs can limit steps to reasonable ones in these times.

Case Administration

  • Although communications from the InsS, RPBs and HMRC regarding general case administration have been welcome, there has been little that has helped avoid cumbersome rules and other regulatory requirements. This is understandable, as the rules are the rules until a statutory instrument says otherwise.  However, at least the announcements have given us some comfort that the bodies appreciate some of our difficulties.
  • Included in these are, from the RPBs (https://ion.icaew.com/insolvency/b/weblog/posts/joint-statement-by-icaew-and-the-ipa-regarding-measures-to-support-ips-during-the-covid-19-pandemic):
    • “IPs may defer, on a short-term basis, non-priority work on existing cases (for instance investigatory work) and focus on new/urgent areas. IPs must take all reasonable steps to progress case administration in the longer term and ensure stakeholder financial interests are not prejudiced.” (Jo and I have been debating how, if on the other hand IPs have found that new engagements have taken a dip, now would be a good time to try to clear the decks for the future busy times.)
    • It may be acceptable to allow markets to recover before selling assets.
    • “Where a Notice of Intended Dividend has already been issued, we acknowledge that the payment of the dividend can be postponed and may be unable to be paid within two months”… but you will need to remember that, in these circumstances, the NoID process will need to begin again later (R14.33(3)).
    • “In order to provide flexibility for IPs to focus on new/urgent matters and to allow time for market recovery, we are relaxing the expectation in existing MVLs that creditors will be paid in full within 12 months provided that the IP continues to consider the company will be solvent in the medium term when markets have recovered.”
    • “When considering MVLs moving to a CVL (s.95), IPs may take longer than the deadline of seven days to notify creditors that the company is unable to pay debts in full within 12 months.”
    • “We acknowledge that it is not likely to be possible to comply with the SIP 3.1 requirement to respond to debtor enquiries ‘promptly’ and to close IVAs ‘promptly’ and accept that IPs will need to prioritise their work through the crisis period.”
    • The RPBs have also acknowledged that IPs will exercise their discretion in relation to CVAs and IVAs and they “accept that the discretion afforded to IPs in order to manage cases affected by the current crisis is necessarily wide”. I’m not sure how to take this: if a VA Proposal allows the Supervisor to exercise discretion, they hardly need the RPBs to tell them that they can do so, but if the Proposal does not allow any such discretion, then they cannot.  There seems to be a veiled message here, much like a lot of the revised Ethics Code, which seems to have been written with the practices of volume/consumer IVA providers in mind.
  • HMRC’s guidance (icaew.com/-/media/corporate/files/technical/insolvency/insolvency-news/coronavirus-insolvency-bulletin.ashx?la=en) includes:
    • A similar peculiar statement that they would expect IPs to exercise any VA discretion “to its maximum, with reference to creditors only if essential”. Well yes, that’s how a discretion should be exercised, isn’t it?  Let’s hope that HMRC is now realising how unhelpful it is to IPs to have modified out many of the discretions that originally had been proposed!
    • HMRC confirms that it will support a 3-month contribution break for coronavirus-impacted “customers”, but I think its in-bold confirmation that “there is no need to contact HMRC to request this deferment” risks misleading some, not least debtors who may expect an automatic payment break. If a VA’s terms do not allow the Supervisor to permit such a payment break, then this statement does not overcome this hurdle and creditors’ approval must be sought.
    • More helpfully, the guidance confirms that HMRC will not view post-VA VAT as due where the Government has already arranged for those VAT payments to be deferred. Unfortunately, the link HMRC has provided is already obsolete and the HMRC guidance does not refer also to the deferral of self-assessment income tax, but presumably the same principles apply?
  • The InsS continues to move into the electronic age, arranging for the following (to reduce the risks of fraudulent attempts, I’m not providing links):
    • ISA payment requests to be submitted with an electronic signature;
    • ISA payment requests and other CAU forms to be received by email; and
    • IVA registration fees to be paid by BACS.
  • HMRC has done likewise with its opening the way for all dividends to be paid via BACS. Unfortunately, if you have any dividends to pay to HMRC by cheque, HMRC has asked that you “hold on to them” (9 April release on insolvency-practitioners.org.uk/press-publications/recent-news UPDATE: additional guidance on paying dividends to HMRC by BACS is on this IPA page, dated 22/04/20).

And there’s more

Finally, some miscellaneous notifications include:

  • Must IPs complete file reviews in these times? Whilst not an official response, an RPB monitor emailed me swiftly after my last blog post.  She observed that, of course, the objective of a file review is to ensure that the case progresses as it ought to and that a firm’s reviewing policies should be designed to achieve this objective.  Thus, if an IP decides to relax their firm’s policy on file reviews in these extraordinary times, they should be considering how they can still try to achieve this objective and document why the firm’s adjusted policy will not compromise effective and compliant case administration wherever possible in the circumstances.  The monitor expressed the view that some kind of file review surely would still be possible in these times, even if access to the full case files is restricted.
  • Can office holders furlough employees? The ICAEW blogged references from .gov.uk guidance (https://ion.icaew.com/insolvency/b/weblog/posts/the-coronavirus-job-retention-scheme—clarity-for-administrators-and-directors), which describes the ability of Administrators to furlough staff as well as some of the finer points about directors’ positions.  Unfortunately, the .gov.uk guidance is not cut-and-dried and furloughing depends on the “reasonable likelihood of rehiring the workers”, so understandably IPs are exercising a great deal of caution before treading a path that could lead to an expensive challenge down the line.
  • Should IPs furlough their own staff? The ICAEW and the IPA have both issued warnings that they would not expect IPs to furlough to the extent that it compromises their ability to meet regulatory requirements (https://ion.icaew.com/insolvency/b/weblog/posts/business-continuity-for-insolvency-practitioners-during-covid-19).  The IPA has also required its members to keep it informed of the numbers and job titles of all furloughed staff as well as those unable to work through serious Covid-19 illness.
  • Are IPs key workers? R3 blogged (r3.org.uk/technical-library/england-wales/technical-guidance/covid-19-contingency-arrangements/more/29316/page/1/is-the-insolvency-profession-classed-as-a-key-sector-24-march-2020/) that likely they are, especially when administering cases that involve managing businesses that themselves are in the key sectors.  R3 also observed that the InsS considers that certain staff working in the RPS, Estate Accounts and ORs’ offices are delivering “essential public services”.  As much of an IP’s work is necessary to enable such InsS staff to deliver these public services, it would seem to follow that the IPs/staff would also be key workers.  Shortly after this post, however, the IPA emailed its members reminding them that it is a decision for each employer per the guidance at www.gov.uk/government/publications/coronavirus-covid-19-maintaining-educational-provision/guidance-for-schools-colleges-and-local-authorities-on-maintaining-educational-provision.
  • Showing us southerners that it can be done, the Scottish Government brought into force the Coronavirus (Scotland) Act 2020 in a matter of a couple of weeks. Amongst other things, it has extended the pre-insolvency moratorium period for individuals from 6 weeks to 6 months.  More details can be found at aib.gov.uk/news/releases/20202020/0404/coronavirus-scotland-act

Stay safe and keep well, everyone.


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Changes to Charge Registration and Receivership Forms – 6 April 2013

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.

Resources

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

Forms

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.