One of the main problems encountered by the Liquidation Department of Companies House in dealing with documents received for registration is the omission of the company number. This causes considerable extra work for both Companies House and the presenter of the document since in general Companies House staff have only very limited authority to make amendments of a minor nature received for registration. Often, therefore, their only option is to reject them.

It is vital for the correct company number to be quoted on all forms submitted for registration. The consequence of a document being placed on the record of another company because of failure to provide the correct number, could, given the nature of the document, have a significant bearing upon that company's perceived standing.

It is also important to look at the quality and format of documents, which are presented to the Registrar for filing. It is easier to read documents which are submitted to Companies House in portrait layout. With that in mind, and due to the introduction of advanced scanning equipment, the Registrar’s stated preference is for the submission of portrait forms. The vast majority of submitted documents already conform to an A4 portrait specification.

It must be stressed that no documents will be rejected where they satisfy all other filing criteria but contain landscape pages. Such forms will be registered and a note sent to the presenter explaining the Registrar’s preference in this regard for future reference.

Any queries regarding this article should be directed to Andrea Everleigh (02920 380651) at Companies House. Alternatively address your written queries to the Liquidation Department, DX 33050, Companies House, Crown Way, Cardiff CF14 3UZ.

Article Withdrawn December 2006.  Please see article 6

3.   The Registrar of Companies’ procedures for dealing with court orders to stay (or sist) winding up proceedings

The Court may make an Order staying, or sisting, winding up proceedings, either altogether or for a limited period of time, pursuant to Section 112 and Section 147 of The Insolvency Act 1986.

The Order is to be forwarded to the Registrar of Companies forthwith for entry onto the records relating to the company.   The Registrar of Companies records the Order onto the public records in the following ways:

1 The Order itself is placed on the public record

2 The Order is listed as a ‘Miscellaneous’ document on the list of documents received by the Registrar of Companies for the relevant company.  [This list is available to the searcher of the public record]

3 The Liquidation status flag is removed from the company’s public records 

The searcher would still be able to obtain a copy of the winding up order.   [In addition the insolvency details would still be available on the insolvency section of electronic search products]

Once the stay order has been recorded, compliance with the company’s duty to file annual accounts and annual returns will be pursued just as for any other live and active company.  [Failure to comply may result in the company being struck off the register pursuant to section 652 of the Companies Act 1985]

Any queries about the procedure should be addressed to:

Andrea Eveleigh, Liquidation Section, Companies House, Crown Way, Cardiff CF14 3UZ. 

Telephone: 029 2038 0651. 

Fax: 029 2038 0515. 

E Mail: aeveleigh@companieshouse.gov.uk

4.   Statements to the Registrar of Companies in Creditors Voluntary Liquidations (CVLs) 

Under section 192 of the Insolvency Act 1986, if a liquidation is not completed within one year of its commencement the liquidator shall at required intervals file a statement in the prescribed form with Companies House until the conclusion of the liquidation. 

Further, rule 4.223-CVL(4) of the Insolvency Rules 1986, applicable to CVLs only, provided for the required statement, in form 4.68, to be filed in duplicate.  Companies House previously sent the second copy to the Insolvency Service (insolvency practitioner Unit) to allow for monitoring of the banking in the ISA, to ensure it was being undertaken correctly. 

Further to the Enterprise Act 2002 coming into force, practitioners are no longer required to use the ISA account in CVLs and therefore there is little merit in Companies House continuing to forward on those forms they do receive.  

Practitioners are therefore advised that this aspect of desktop monitoring will no longer take place and therefore the duplicate copy of form 4.68 is no longer required by the Insolvency Service.  

It is intended to seek an amendment to the Rules to reflect current practice, and in the meantime it has been agreed with Companies House that insolvency practitioners may disregard rule 4.223-CVL(4).

Generals enquiries may be directed to IPPolicy.Section@insolvency.gsi.gov.uk: telephone 020 7291 6772

5.  Filing requirements at Companies House under the Enterprise Act 

Companies House has been fielding enquiries and rejecting a significant number of documents sent to the Registrar under the terms of the Enterprise Act.  There appear to be some documents, in particular, for which the insolvency practitioners are not clear about the filing requirements as specified by the Enterprise Act.  Below is a list of the forms required to be filed, those most frequently received in error and the relevant reject reasons. 

Form 2.23B – Notice of Result of Creditors Meeting 

Companies House receives significant numbers of Forms 2.23B without copies of the proposals attached (see Rule 2.46 Insolvency Rules 1986).  Please note that in order for us to register the Form 2.23B we must have a copy of the proposals/revised proposals attached to the form.  This is even if the proposals have not changed since the filing of the Form 2.17B - Statement of Administrator’s Proposals. 

Form 2.24B - Administrator’s Progress Report 

Companies House receives a considerable number of Forms 2.15 - Administrator’s Abstract of Receipts and Payments, when in fact the insolvency practitioner should file the Form 2.24B (See Rule 2.47 Insolvency Rules 1986).  

Form 2.15 is specific to the old style Administration Orders and is not required for filing when the company is ‘In Administration’ under the Enterprise Act. 

nb: This also applies to all other old style Administration Order forms.  If the company is ‘In Administration’ then the insolvency practitioner will need to file the relevant Enterprise Act form. 

Form 2.34B – Notice of Move from Administration to Creditors’ Voluntary Liquidation (CVL) 

There is some confusion over this form amongst insolvency practitioners (see Rule 2.117 Insolvency Rules 1986). 

Insolvency practitioners are filing Forms 2.30B – Notice of Automatic End of Administration, Form 2.32B – Notice of End of Administration or Form 2.33B – Notice of Court Order Ending Administration, together with the Form 2.34B.  There is no need for insolvency practitioners to file Notice of End of Administration documents with this form.  This form has been designed along with the IT functionality at Companies House to close the Administration and start the CVL, both on the date that the Form 2.34B is registered at Companies House (ie the one form provides both functions). 

Insolvency practitioners should note that this practice could have significant consequences for them if a Form 2.30B is filed with the Form 2.34B and they become separated in the Post Room, during the post-sort stage.  It is possible that the Form 2.30B can be registered first, the Administration closed and the Form 2.34B can not then be registered.  This means that the insolvency practitioner would then have to get an order from the court to allow the incorrectly filed document to be removed and the correct Form 2.34B filed.  This can be time‑consuming and costly for the insolvency practitioner.  

Also, there is no need to file a Form 600, 4.20, or Extraordinary Resolution, as the Form 2.34B performs the function of these three documents. 

Form 2.35B – Notice of Move from Administration to Dissolution 

There are similar problems with this form as with the Form 2.34B. Insolvency practitioners send the End of Administration forms as well as Form 2.35B.  There is no need to send any other form apart from  Form 2.35B and any associated attachments, when the company moves from Administration to Dissolution.  Companies House IT functionality automatically closes the Administration and sets the system to count down the relevant three months to Dissolution date, (see Rule 2.118 Insolvency Rules 1986). 

Once again, if the forms are separated for any reason within Companies House and the End of Administration forms are registered first, the insolvency practitioner will need an order from the court to remove the incorrectly filed document. 

nb: It is important to note that in respect of Forms 2.34B and 2.35B, Companies House accepts all documents in good faith.  Therefore, if any other End of Administration documents are filed, correctly completed, they will be registered without exception.  Once a document has been correctly filed it can only be removed with an order from the court.  It should state that the incorrect form filed is a nullity and the document should be removed from the record, re Calmex Limited [1989] BCLC 299.

Any enquiries regarding the above should be directed to Jackie Haralambos, Head of Registration Services, Companies House, Crown Way, Maindy, Cardiff CF4 3UZ; telephone: 02920 380140; email: jharalambos@companieshouse.gov.uk

NB: This article replaces Article 2 of this chapter (issue 5 December 2001), which has now been withdrawn 

6.    Insolvency matters of interest to the Registrar 

It is vital that company number and full company name are included on any documents submitted to the Registrar for filing, and that the document is signed.  Failure to do so could result in the documents being returned to you, or being assigned to the wrong company record. If necessary attachments are not sent with the forms these will also have to be returned.  A recent analysis of rejected Forms 2.17B showed that nearly 70% had been returned because either the Proposal form (Form 2.22B) had not been attached or Form 2.22B had been sent without the covering Form 2.17B.  

Please reply to any correspondence or rejection letters promptly.  Delay, especially at the outset of a liquidation, may result in the company being struck from the register. 

Please quote any reference given when replying to correspondence.  If you are initiating an exchange on an insolvency issue, please address your remarks to the Liquidation Department.  Enquiries regarding the filing of annual accounts and returns, when a company is subject to a voluntary arrangement, should be addressed to the Compliance Department at Companies House.  

Ensure that any documents submitted are of good quality, A4 size, in portrait mode and black lettering on white paper.  The Registrar is empowered to reject documents that fail his quality criteria. 

Ensure that when filing documents to notify the Registrar of a Members’ Voluntary Liquidation the date of the resolution is no more than 35 days after the date of the Declaration of Solvency.  If it is outside this period the liquidation becomes a Creditors’ Voluntary Liquidation.  

If you are anticipating making an abnormally large submission of documents, for example because of the transfer of cases from one practitioner to another, it would be useful if you could discuss the matter in advance so that arrangements may then be made for dealing with the arrival of the consignment. (see next page for useful contacts). 

Please do not write to the Registrar asking him to defer the dissolution of a company administratively.  He has no powers to do so.  Deferment can only be brought about by the instruction of the Secretary of State or by order of court (depending on the circumstances).  You will waste precious time if you write to the Registrar first. 

Please ensure that the total figures for receipts and payments in statements or abstracts are brought forward correctly to the next form.  Failure to do so could result in confusion and delay.  These documents should also be filed in sequence. 

Note that no further documentation, other than that relating to its ultimate restoration, can be accepted for filing on the record of a dissolved company.  If you require any further information on restoration or dissolution void procedures, this can be obtained from the Restoration Department, Companies House, Cardiff. 

Acknowledgements are issued by the Companies House Postal Services Department to confirm receipt of the document at this office.  They do not confirm that the document is acceptable for filing. 

Finally, if you have a problem regarding the submission of documents, staff at Companies House are willing to help.  Please visit the Companies House website or contact staff on the numbers below.    

Any enquiries regarding the above should be directed to Jackie Haralambos, Head of Registration Services, Companies House, Crown Way, Maindy, Cardiff CF4 3UZ; telephone: 02920 380140; email: jharalambos@companieshouse.gov.uk

7. Priority Requests for Registering Forms 2.34B - Move from Administration to CVL 

Companies House Liquidation Section has been taking many requests to give priority to the registration of forms 2.34B.  It should be noted that Companies House cannot give priority to any insolvency documents and the Liquidation Section cannot search the section, or the building, for any forms. 

Also the administration ceases to be effective and the liquidation starts when the correctly submitted form 2.34B is registered, and not when the Form 2.34B is received in the building.  

If for any reason the form 2.34B has to be returned to the insolvency practitioner for amendment, or to include attachments etc, the liquidation will commence when the correctly submitted 2.34B is returned and registered at the later date.

8. Confirmation of Registration 

insolvency practitioners are sending copies of “End of In Administration” forms to Companies House asking for the document to be endorsed with the date the document was registered and then returned to the insolvency practitioner. Insolvency practitioners should be aware that Companies House does not write confirming when a document has been registered. 

Companies House currently return all copy letters to insolvency practitioners confirming receipt of a document (provided Companies House receives an SAE) but this does not necessarily guarantee that the document will be registered and should not be used as such. Insolvency practitioners should not use the date of receipt as the date that the Administration ceases.  There are many reasons why documents may not be registered and have to be returned to the insolvency practitioner. 

If insolvency practitioners require confirmation that a document has been registered they can contact the Companies House Help Desk on 0870 3333636 or alternatively this information can be accessed free of charge by accessing Web Check on Companies House website at www.companieshouse.gov.uk

9. Documents Submitted in Duplicate 

Insolvency practitioners submit a great many documents in duplicate.  There is no requirement under the Insolvency Act 1986 to do this and the duplicate documents, if the original is correctly registered, are merely recycled.  This is obviously a huge waste of paper and must increase the cost of submission of the documents significantly for the insolvency practitioners. 

If the insolvency practitioners require an acknowledgement, a copy of the covering letter and a stamped addressed envelope will be sufficient for this purpose.  

PLEASE DO NOT SUBMIT FORMS IN DUPLICATE 

Any enquiries regarding the above should be directed to Jackie Haralambos, Head of Registration Services, Companies House, Crown Way, Maindy, Cardiff CF4 3UZ; telephone: 02920 380140; email: jharalambos@companieshouse.gov.uk

10. Revised Processing Times Within Companies House.

Companies House has suggested that it would be helpful if insolvency practitioners were advised of the current situation with regard to the current times for the filing of company documents. Companies House would like to assure all its customers that its priorities remains the quality and integrity of the register and the delivery of secure and speedy services to customers. As insolvency practitioners will be aware Companies House receive significant volumes of paper documents and as such, it has to balance its priorities, ensuring that access to all the information is delivered quickly. In May 2006 the Director of Central Operations, wrote to all customers about the time it takes to place paper documents on to the public record. At that time processing paper documents took approximately 8 – 10 working days.   

Regrettably, a number of recent events such as industrial action, security threats and imaging problems, have resulted in Companies House reviewing its workload and practices. As a result, it is currently processing documents within 12 days.  Resources are being allocated to ensure that this situation is short term and every effort is being made to return to the previous processing time of 8 – 10 days as soon as possible.  

Companies House continues to do its utmost to bring in changes that will benefit all its customers in the long term and to maintain high standards in the delivery of services.

Any enquiries regarding the above should be directed to Jackie Haralambos, Head of Registration Services, Companies House, Crown Way, Maindy, Cardiff CF4 3UZ; telephone: 02920 380140; email: jharalambos@companieshouse.gov.uk

11. Reporting of breach of filing of Form 4.68. 

With the revised processing times within Companies House, a longer issuing period between the 1^st and 2^nd default reminder letters for breach of filing Form 4.68, from two to three weeks has been introduced.  

In conjunction with The Insolvency Service an electronic notification system of breaches of statute of filing Form 4.68 has also been introduced. This is independent of the paper notification to Estate Accounts Directorate (EAD) in Birmingham. Insolvency practitioner (IP) authorising bodies are now notified from the electronic lists and not from the paper based documentation sent to EAD.  

The electronic list is sent approximately a month after the L2 letter has been issued. This allows time for documentation received close to, or after the issuing of the L2 letter to be omitted from the lists.  

The L2 lists are checked to ensure any Forms which have been submitted and returned for amendment can be omitted from the lists.  Addresses are checked to ensure that reminder letters have been sent to the correct address. If any correction is required the address held on the database is amended and the letters re-issued. 

The Authorising bodies are never notified where documentation has been sent to the Registrar close to the issue date of the L1 or L2 letters; with increased processing times it is inevitable that documentation will cross in the mail. Only documentation that has not been received and registered a significant period after the L2 letters have been issued, are ever notified to the IP’s authorising body. 

Please note that Companies House only passes the information, about any breach of statute, to The Insolvency Service. It does not play any further part in the notification process.  

Any enquiries regarding the above should be directed to Jackie Haralambos, Head of Registration Services, Companies House, Crown Way, Maindy, Cardiff CF4 3UZ; telephone: 02920 380140; email: jharalambos@companieshouse.gov.uk

12. Scottish prescribed forms – changes of address 

The Companies House office in Edinburgh changed its postal address on
26 May 2009.  Some Scottish statutory forms, mainly relating to Part 2 of the Insolvency (Scotland) Rules 1986, currently quote the old Companies House postal address but, as they are prescribed forms, they cannot be updated without a legislative change.  A full list of affected forms is given below. It is hoped that the necessary legislative change will be made in October 2009. 

In the meantime users should ensure that, where the postal address (Companies House’s DX and LP addresses have not changed and are as quoted on the forms) is used to send a form to the registrar of companies for Scotland, they should use the following address -  

Companies House
4th Floor
Edinburgh Quay 2
139 Fountainbridge
Edinburgh EH3 9FF 

The Forms in question are as follows –

2.2B (Scot), 2.3B (Scot), 2.11B (Scot), 2.15B (Scot), 2.16B (Scot), 2.17B (Scot), 2.18B (Scot), 2.19B Scot), 2.20B (Scot), 2.21B (Scot), 2.22B (Scot), 2.23B (Scot), 2.24B (Scot), 2.25B (Scot), 2.26B (Scot), 2.27B (Scot), 2.29B (Scot), 2.30B (Scot), 2.31B (Scot), 2.32B (Scot) and 4.31 (Scot).

Users of Form 4.31 should also note that the address of the Accountant in Bankruptcy is 1 Pennyburn Rd, Kilwinning, KA13 6SA (LP address, LP4 – Kilwinning) not as given on the form.

No other forms are affected.

Any enquiries regarding this article should be directed towards Steven Chown, 21 Bloomsbury St, London WC1B 3QW telephone: 020 7637 6501 email:  steven.chown@insolvency.gsi.gov.uk

General enquiries may be directed to Policy.unit@insolvency.gsi.gov.uk;

Telephone: 020 7291 6740

13. Scottish prescribed forms - Insolvency (Scotland) Amendment (No.2) Rules 2009

Further to Article 12 in Chapter 6 of Dear IP Issue 40, the Insolvency (Scotland) Amendment (No.2) Rules 2009 came into force on 1 October 2009.  The Amendment Rules alter the address given for the Registrar of Companies in Scotland in twenty-one Scottish insolvency forms, following the Registrar’s relocation earlier this year.  One of the forms, Form 4.31, will also be updated with the current address of the Accountant in Bankruptcy.

All affected forms will be updated on The Insolvency Service‘s website.

Any enquiries regarding this article should be directed towards Steven Chown, 21 Bloomsbury St, London WC1B 3QW,  telephone:   020 7637 6501  email:   steven.chown@insolvency.gsi.gov.uk

General enquiries may be directed to Policy.unit@insolvency.gsi.gov.uk;

Telephone: 020 7291 6740

14. Access to residential address information at Companies House

With effect from 1 October 2009, changes have been made to the way address information is shown on the public record for officers of companies and limited liability partnerships (“LLPs”).  Directors and LLP members will be able to supply a service address for the public record and their residential address will be protected information not available for public disclosure.

Further information and frequently asked questions are available on the Companies House web site at: www.companieshouse.gov.uk/companiesAct/faq.shtml

This means that residential address information may no longer be available on the public record.

Companies House will only be able disclose protected residential address information to credit reference agencies and specified authorities.  These bodies will need to comply with the conditions in the Companies (Disclosure of Address) Regulations 2009 www.opsi.gov.uk/si/si2009/pdf/uksi_20090214_en.pdf 

Schedule 1 (Specified Public Authorities) of the Regulations provides for "a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986 (meaning of "act as an insolvency practitioner") or Article 3 of the Insolvency (Northern Ireland) Order 1989 ("act as an insolvency practitioner")" to apply to the Registrar to disclose protected information.

Insolvency practitioners may therefore wish to contact Companies House to obtain further information about the application and disclosure process.

Enquiries regarding this article should be address to: Marie Connors, Customer Care Manager, Companies House, Crown Way, Maindy, Cardiff CF14 3UZ. Email: mconnors@companieshouse.gsi.gov.uk