The Companies Act 2006 (‘CA 2006’) provides a mechanism for the correction or removal of documents filed with Companies House which contain ‘unnecessary material’. This would include, for example, company accounts or documents containing sensitive, incorrect or confidential information which goes beyond the statutory filing requirements.
Although a process exists for the correction or removal of ‘unnecessary material’, in reality the removal of such material is not always easy to achieve. The powers that the Registrar has to remove material from the register contain very little elements of discretion, and it is often the case that a cautious approach is taken whereby material will not be removed without a court order.
It is however, in specific circumstances, possible to get information removed without court proceedings being needed. We have on several occasions assisted Companies and their advisers in getting information removed from a filing where additional pages, not required by statute, were included with the statutory information filed.
The main occurrences have been in connection with the filing of accounts where profit and loss information meant for directors and shareholders was uploaded with the rest of the accounts.
The Process
The Registrar of Companies has certain statutory powers to reject, amend and remove information submitted for public filing. A company wishing to have ‘unnecessary material’ removed or amended is therefore able to make an application following the correct procedure to Companies House.
Section 1074 of the CA 2006 provides that, where a document delivered to Companies House contains ‘unnecessary material’, the document must be rejected. This is unless the ‘unnecessary material’ can be ‘readily separated’ from the rest of the documents submitted, for example, if the irrelevant information is included on a separate sheet or document, or a few pages at the end of the document. If the ‘unnecessary material’ can be readily separated, the Registrar will have discretion as to whether to register the document with or without the relevant information.
Section 1094 of the CA 2006 then provides that anything on the register which Companies House had the power, but not the duty, to register can be removed by the Registrar, subject to some exceptions. However, as outlined above, getting information removed or amended is not an easy process, and although a court order is not always required, Companies House may be unlikely to edit the register without one (as was the case Re Peter Jones (China) Ltd [2021] EWHC 215 (Ch)) whereby certain pages containing additional information was uploaded as part of a statement of affairs by the administrator.
Correcting Information
The best course of action is always to thoroughly review any documents being filed with Companies House before they are submitted to ensure the information contained is correct, and nothing constituting ‘unnecessary material’ is included. This can be particularly important where the business does not want any confidential or sensitive information entering the hands of competitors, like profit and loss information.
As explained above, once a document has been filed with Companies House, it can be difficult to remove or rectify. If you require assistance with any company filing requirements, or help in getting unnecessary information removed from the public register, please contact our corporate governance team who will be happy to assist by contacting – michelle.lamberth@herrington-carmichael.com or ask for Michelle Lamberth on 0118 977 4045.
