ANNEX A:: TRANSPOSITION NOTES Part 35: The Registrar of Companies – Directive 2003/58/EC (which amends Council Directive 68/151/EEC as regards disclosure requirements in respect of certain types of companies)
1742.Various provisions within Part 35 of the Act serve to implement Directive 2003/58/EEC, which amends section I of the First Company Law Directive (68/151/EEC), primarily to enable companies to register certain documents electronically and searchers to access them electronically.
1743.Section I of the First Company Law Directive requires that basic company documents be disclosed via filing with a company registry, and by publication in the national gazette either of the full or partial text of the document or by reference to the document deposited in the company registry. It also requires that those documents be available for inspection. In addition, the First Company Law Directive specifies minimum information that companies must include on their letters and order forms. The First Company Law Directive assumes the use of paper documents. The amended directive reflects the use of information technology and electronic communications.
1744.In practice, the 1985 Act already allows the Registrar to accept electronic filing of all documents covered by the First Company Law Directive, although specific directions as to the form and manner of filing any particular document electronically have to be given by the Registrar. At present, the Registrar has mechanisms for the electronic filing of many of those documents.
1745.The 1985 Act also already allows the Registrar to keep documents in electronic form, and to provide for inspection by electronic means. Legislation is however necessary to impose formal obligations on the Registrar in relation to electronic filing, so as to transpose the amending Directive properly.
1746.Responsibility for the transposition of the amending Directive lies with the Secretary of State for Trade and Industry. The table below describes the substantive provisions in the Act which implement it.