Second Filings at Companies House
A common misconception is that filings at Companies House are always up to date and accurate and can be relied upon. However, Companies House can only be as accurate as the information provided to it.
Under the Companies Act 2006 (the “Act”), it is an offence for a company deliberately to file false or misleading information at Companies House. Of course, accidents do happen. Inaccurate filings may be made and the error(s) only noticed once the registration has been completed by the Registrar of Companies. An error may be obvious to those associated with the company but not to others searching against the company at Companies House.
Part 35 of the Act affords the Registrar some discretion to remove and/or rectify inaccurate filings,. This discretion is intended in part to cover situations involving fraud by a third party where he or she makes filings about a company without its consent.
However, the Registrar is authorised to rectify and/or remove only specific types of filings and for specific reasons. If an inaccurate filing is not of the type covered by the Registrar’s discretion, the Registrar may remove and/or rectify material filed at Companies House only if authorised to do so by a Court Order.
How then might a company deal with an incorrect filing that the Registrar is not authorised to remove and/or rectify without incurring the expense and time of applying to the Court?
A solution covering a number of different types of filing (though not all types) is “second filing”. This process involves the company, or its professional representative, preparing a new and accurate version of the original, incorrect material and sending this to Companies House as a second filing together with an additional supporting form. This solution could be used, for example, to rectify a confirmation statement where the incorrect aggregate share capital was given or where a shareholder was noted as having more or fewer shares than is actually the case.
Providing the requisite forms are filled in properly and the specific procedure followed, the original filing will remain but Companies House will flag that it has been subject to a “second filing”. This will alert searchers to the fact that the second filing, and not the original, is the correct version.
This can be an effective, relatively cheap and straightforward way to deal with an error at Companies House.
Clare Richards is a partner and solicitor in the Business Services team
(This article first appeared in East Anglian Daily Times, 25th April 2018.)