The Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012

Contents

1Citation and commencement#

These Regulations may be cited as the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2012 and come into force on 1st October 2012.

2Interpretation#

In these Regulations–• “the 2006 Act” means the Companies Act 2006; and• “company” includes, where appropriate, a reference to a company to which section 1040 or 1043 of the 2006 Act applies.

3Fees payable in respect of functions relating to the registration of documents by the registrar#

Schedule 1 to these Regulations makes provision for the fees that are payable to the registrar in respect of the receipt of documents relating to companies, overseas companies and limited liability partnerships by the registrar and their registration.

4Fees payable in respect of the inspection or provision of copies of documents kept by the registrar#

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5Fees payable in respect of the inspection or provision of copies of documents kept by the registrar#

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6Fees payable in respect of the disclosure of information not made available for public inspection#

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7Transitional provisions#

(1)Where any document delivered to the registrar on or before 30th September 2012 is registered on or after 1st October 2012 the fee prescribed in Schedule 1 to the Regulations in respect of that document shall not apply and any fee payable in respect of that document by virtue of the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009 shall apply.

(2)Where any application is made or subscription is payable to the registrar on or before 30th September 2012 in respect of the inspection of, or the provision of copies of, material kept by the registrar, the fee prescribed in Schedule 2 to these Regulations in respect of that application or subscription shall not apply and any fee payable under the Register of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009 shall apply.

(3)Where any application is made or subscription is payable to the registrar on or before 30th September 2012 in respect of the disclosure of protected information kept by the registrar, the fee prescribed in Schedule 3 to these Regulations in respect of that application or subscription shall not apply and any fee payable under the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009 shall apply.

8Revocation#

The following regulations are revoked—

(a)the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) Regulations 2009;

(b)the Registrar of Companies (Fees) (Amendment) Regulations 2009; and

(c)the Registrar of Companies (Fees) (Companies, Overseas Companies and Limited Liability Partnerships) (Amendment) Regulations 2011

Schedule 1 · The performance of functions relating to the receipt of documents by the registrar and their registration

Part 1 · Interpretation

(1)

(1)In this Schedule the following meanings are given to the enactments referred to and, where relevant, to the legal entities created under them—• the “2000 Act” means the Limited Liability Partnerships Act 2000 and “limited liability partnership” means a body corporate incorporated under that Act,• the “LLP Regulations” means the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009,• the “OC Regulations” means the Overseas Companies Regulations 2009.

(2)In paragraph 11(d) in Part 2 of this Schedule, a reference to an “overseas company” includes a reference to any credit or financial institution to which section 1050 of the 2006 Act applies.

(3)Words and expressions used in the enactments set out in sub-paragraph (1) have the same meaning when used in this Schedule as they have in those enactments.

(2)In this Schedule—• “Document Upload Service” means a service by which documents can be delivered to the registrar electronically in a Portable Document Format (pdf);• “Web Incorporation Service” means a service by which the documents required to be delivered under section 9 of the 2006 Act are delivered to the registrar by electronic means using a website of the registrar;• “Software Incorporation Service” means a service by which the documents required to be delivered under section 9 of the 2006 Act are delivered to the registrar by electronic means other than using a website of the registrar.

(3)

(1)For the purposes of paragraphs 8(f), 10(b) and 11(d) a “relevant document” is any document required or authorised to be delivered to the registrar in respect of a company, limited liability partnership or overseas company, as the case may be, by or under any provision of—

(a)the 2006 Act, or

(b)the 2000 Act, or

(c)the OC Regulations, or

(d)the LLP Regulations,

(2)A document is not a relevant document if—

(a)a fee is specified in this Schedule in relation to the registration of a document, or the performance by the registrar of a function, under any particular provision of the enactments listed in sub-paragraph (1) above; or

(b)that document is required or authorised to be delivered to the registrar by or under an excluded provision; and, for these purposes, an excluded provision is any provision of the enactments listed in sub-paragraph (1) above which is specified in Part 3 of this Schedule.

other than a document specified in sub-paragraph (2) below.

(4)

(1)In this Schedule in relation to a company or a limited liability partnership a “relevant period” means one of the following periods—

(a)the period of 12 months beginning with the day of the company’s or limited liability partnership’s incorporation; or

(b)each period of 12 months beginning with the day after the end of the previous relevant period.

(2)In this Schedule in relation to an overseas company a “relevant period” means one of the following periods—

(a)the period beginning with the registration of the documents required to be delivered to the registrar under Part 2 of the OC Regulations in respect of the opening of an establishment in the United Kingdom and ending immediately after the first delivery to the registrar of its accounting documents or, as the case may be, its annual accounts; or

(b)a period beginning immediately after a delivery of accounting documents or annual accounts to the registrar and ending immediately after delivery to the registrar of the next accounting documents or annual accounts.

(5)For the purposes of this Schedule documents are delivered for “samedayregistration”if—

(a)a request for same day registration and all documents required to be delivered to the registrar in connection with that registration are received by the registrar before 3.00 pm on the day in question; and

(b)the registration is completed on that day.

(6)Where, in relation to any matter in respect of which a fee is payable under this Schedule, the means of delivery to the registrar of the documents required to be delivered in relation to that matter, or the form of those documents are not specified, that fee is payable only in respect of documents that are delivered in hard copy form.

(7)Where, in relation to any matter in respect of which a fee is payable under this Schedule, no provision is made for same day registration of the documents required to be delivered to the registrar in relation to that matter, that fee is only payable in respect of the delivery of documents other than for same day registration.

Part 2 · Fees payable

(8)Subject to paragraph 9, in respect of the performance by the registrar of his functions in relation to the registration of documents delivered to him in respect of companies, the fee specified in relation to each matter below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraphs (f) and (i)—

Matter in relation to which fee is payable	Amount of fee
(a) for the registration of a company under section 14 of the 2006 Act—
i where the required documents are delivered by means of the Web Incorporation Service,	£100.00
ii where the required documents are delivered by means of the Software Incorporation Service for same day registration,	£156.00
iii where the required documents are delivered by means of the Software Incorporation Service other than for same day registration,	£100.00
iv where the required documents are delivered in hard copy form;	£124.00
(a) for the registration of a company under Chapter 1 of Part 33 of the 2006 Act;	£124.00
c for the re-registration of a company under Part 7 of the 2006 Act;	£124.00
d for the re-registration of a company as a private company under section 651 of the 2006 Act;	£124.00
e for the re-registration of a company as a private company under section 665 of the 2006 Act;	£124.00
(a) for the registration of all relevant documents in respect of a company delivered during a relevant period payable on the registration of a confirmation statement under section 853A of the 2006 Act with a confirmation date that falls within the relevant period, unless a confirmation statement with a confirmation date that falls within the same relevant period has been registered—
(a) where the confirmation statement is delivered in hard copy form,	£110.00
(a) where the confirmation statement is delivered by electronic means;	£50.00
(a) for the registration of a change of name of a company under section 80 of the 2006 Act (other than a change made in response to a direction of the Secretary of State under section 64 or 67 of the 2006 Act, a determination by a company names adjudicator or a court under section 73(5) or 74(5) of that Act or on the restoration of the company to the register under section 1033(2)(a)(i) of that Act)—
^note. . .	^note. . .
(a) where the required documents are delivered in hard copy form ^note...,	£30.00
(a) where the required documents are delivered by electronic means for same day registration,	£85.00
(a) where the required documents are delivered by electronic means other than for same day registration;	£20.00
(a) for the registration of a charge under Part 25 of the 2006 Act—
(i) where the required documents are delivered in hard copy form,	£24.00
(ii) where the required documents are delivered by electronic means;	£14.00
(a) for the striking off the register of a company’s name payable on an application under section 1003 of the 2006 Act—
i where the documents are delivered in hard copy form,	£18.00
ii where the documents are delivered by electronic means;	£13.00
(a) for the registration of the reduction of share capital of a company under section 644 of the 2006 Act—
(a) where the required documents are delivered for same day registration,	£89.00
(a) where the required documents are delivered other than for same day registration,	£20.00
iii where the required documents are delivered by means of the Document Upload Service for same day registration,	£89.00
iv where the required documents are delivered by means of the Document Upload Service other than for same day registration;	£20.00
(k) for the registration of the reduction of share capital of a company under section 649 of the 2006 Act—
(a) where the required documents are delivered for same day registration,	£89.00
(a) where the required documents are delivered other than for same day registration,	£20.00
iii where the required documents are delivered by means of the Document Upload Service for same day registration,	£89.00
iv where the required documents are delivered by means of the Document Upload Service other than for same day registration;	£20.00
l for an application to the registrar to restore to the register a company, other than an overseas company, that has been struck off the register under Part 31 of the 2006 Act (dissolution and restoration to the register).	£341.00

(9)

(1)The fee specified in paragraph 8(g) is not payable where the change of name relates solely to the indication of the particular type of company that the company whose name is changed becomes on its re-registration under Part 7 of the 2006 Act.

(2)Where a change of name is conditional on the occurrence of an event and that event occurs on or after 1st October 2012 the giving of notice of the event to the registrar, under section 78(3)(b) of the 2006 Act, is the required document for the registration of the change of name for the purposes of this Schedule.

(10)In respect of the performance by the registrar of his functions in relation to the registration of documents delivered to him in respect of limited liability partnerships, the fee specified in relation to each matter set out below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraphs (b) and (e)—

Matter in relation to which fee is payable	Amount of fee
(a) for the registration of a limited liability partnership under section 3 of the2000Act—
(a) where the required documents are delivered by electronic means for same day registration,	£156.00
(a) where the required documents are delivered by electronic means other than for same day registration,	£100.00
^note. . .	^note. . .
(a) where the required documents are delivered in hard copy form ^note...,	£124.00
^note. . .	^note. . .
(a) for the registration of all relevant documents in respect of a limited liability partnership delivered during a relevant period payable on the registration of a confirmation statement under section 853A of the 2006 Act as applied to limited liability partnerships by regulation 30 of the LLP Regulations with a confirmation date that falls within the relevant period, unless a confirmation statement with a confirmation date that falls within the same relevant period has been registered—
(a) where the confirmation statement is delivered in hard copy form,	£110.00
(a) where the confirmation statement is delivered by electronic means;	£50.00
(a) for the registration of a change of name of a limited liability partnership under paragraph 5 of the Schedule to the 2000 Act (other than a change made in response to a direction of the Secretary of State under section 67 of the 2006 Act as applied by regulation 11 of the LLP Regulations, a determination by a company names adjudicator or a court under section 73(5) or 74(5) of the 2006 Act as applied by regulation 12 of the LLP Regulations or on the restoration of the limited liability partnership to the register under section 1033(2)(a)(i) of the 2006 Act as applied by regulation 58 of the LLP Regulations)—
^note. . .	^note. . .
(a) where the required documents are delivered in hard copy form ^note...,	£30.00
(a) where the required documents are delivered by electronic means for same day registration,	£85.00
(a) where the required documents are delivered by electronic means other than for same day registration;	£20.00
(a) for the registration of a charge under Part 25 of the 2006 Act as applied to limited liability partnerships by Part 9 of the LLP Regulations—
(a) where the required documents are delivered in hard copy form,	£24.00
(a) where the required documents are delivered by electronic means;	£14.00
(a) for the striking off of a limited liability partnership’s name payable on an application under section 1003 of the 2006 Act as applied to the limited liability partnership by regulation 51 of the LLP Regulations—
i where the application is delivered in hard copy form,	£18.00
ii where the application is delivered by electronic means;	£13.00
f for an application to the registrar to restore to the register a limited liability partnership, that has been struck off the register under Part 31 of the 2006 Act (dissolution and restoration to the register) as applied by regulation 56 of the LLP Regulations.	£341.00

(11)In respect of the performance by the registrar of his functions in relation to the registration of documents delivered to him in respect of overseas companies, the fee specified in relation to each matter set out below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraph (d)—

Matter in relation to which fee is payable	Amount of fee
a for the registration of documents required to be delivered to the registrar under Part 2 of the OC Regulations in respect of the opening of an establishment in the United Kingdom;	£124.00
b for the registration of an alteration to the registered particulars of an overseas company under Part 3 of the OC Regulations where the alteration is a change of the name of the overseas company;	£30.00
c for the registration of an alternative name specified in accordance with section 1048 of the 2006 Act;	£30.00
d for the registration of all relevant documents in respect of an overseas company delivered during a relevant period payable at the end of that period on registration of the accounting documents or, as the case may be, the annual accounts of the overseas company required to be delivered to the registrar under Parts 5 and 6 of the OC Regulations—
i where the required documents are delivered in hard copy form,	£110.00
ii where the required documents are delivered by electronic means.	£50.00

Part 3 · PROVISIONS REFERRED TO IN PARAGRAPH 3(2)(b)

(12)For the purposes of paragraph 3(2)(b) of this Schedule, the excluded provisions are–

(a)in relation to a company, sections 1024 and 1088 of the 2006 Act;

(b)in relation to a limited liability partnership, sections 1024 and 1088 of the 2006 Act as applied by regulations 56 and 66 of the LLP Regulations; and

(c)in relation to an overseas company, section 1088 of the 2006 Act.

Schedule 2 · The performance of functions relating to the inspection or provision of copies of documents kept by the registrar

Part 1 · Interpretation

(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

Part 2 · Fees payable

(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(8). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(9). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(10). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(11). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(12). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

Part 3 · Contents of company report

(13). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(14). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(15). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(16). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(17). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

Part 4 · Contents of limited liability partnership report

(18). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(19). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(20). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(21). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(22). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

Part 5 · Document packages for companies

Part 6 · Document packages for limited liability partnerships

Schedule 3 · The performance of functions relating to the disclosure of information not made available for public inspection

(1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(6). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

(7). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (repealed)

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