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Section 1046: Duty to register particulars

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 34: Overseas companies

The Secretary of State may make provision by regulations requiring an overseas company—

to deliver to the registrar for registration a return containing specified particulars, and
to deliver to the registrar with the return specified documents.

The regulations—

must, in the case of a company other than a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
may, in the case of a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
may, in any case, require the registration of particulars in such other circumstances as may be specified.

In subsection (2)—

  • "branch" means a branch within the meaning of the Eleventh Company Law Directive (89/666/EEC);

  • "Gibraltar company" means a company incorporated in Gibraltar.

The regulations may provide that where a company has registered particulars under this section and any alteration is made—

in the specified particulars, or
in any document delivered with the return,

the company must deliver to the registrar for registration a return containing specified particulars of the alteration.

The regulations may make provision—

requiring the return under this section to be delivered for registration to the registrar for a specified part of the United Kingdom, and
requiring it to be so delivered before the end of a specified period.

Where regulations under this section require an overseas company to deliver to the registrar for registration—

a service address for an officer of the company, or
the address of the principal office of an officer of the company,

the regulations may make provision corresponding or similar to any provision made by section 1097B or 1097C (rectification of register relating to service addresses or principal office addresses) or to provision that may be made by regulations made under that section.

Regulations under this section may include provision for information delivered to the registrar under the regulations to be withheld from public inspection.

The provision that may be made by regulations under this section includes provision conferring a discretion on the registrar.

In this section "specified" means specified in the regulations.

Regulations under this section are subject to affirmative resolution procedure.

About this text

This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

Reuse reviewed 21 August 2026 under Open Government Licence v3.0.