PROOF stands for PROtected On line Filing. A company or LLP can enter into an agreement with the registrar that it will file certain specified documents electronically only. On the basis of this agreement, the registrar will not accept those documents when delivered in paper form for that company or LLP other than in the circumstances set out in the agreement. The purpose of this is to allow companies and LLPs to protect themselves against the risk of being hijacked or having other false filings made against them. You can sign up on line by visiting our website.
2.How long does the registrar keep documents? (Section 1083)The registrar must normally keep original paper documents for companies and LLPs for 3 years after receiving them. He does this by keeping an electronic image of all documents delivered to him. After that time he can destroy them as long as he has recorded the information contained in them. This applies to all documents that the registrar is holding when this provision comes into force on 1 October 2009 and to documents subsequently received. Where the registrar receives a document electronically, he does not have to keep the original document, as long as he has recorded the information in the register.
3.What about dissolved companies and LLPs? (Section 1084)Once a company or LLP has been dissolved for 2 years, the registrar may direct that records relating to it may be removed to the relevant Public Record Office for England and Wales and Northern Ireland; and to the National Archives for Scotland. That office is then responsible for keeping the documents in accordance with their own rules.
The same provisions apply to overseas companies that appear to have ceased to have any connection with the UK and to credit or financial institutions which are no longer required to file accounts with the registrar.
4.Voluntary filing of translations (Section 1106)Companies and LLPs may deliver voluntary translations of documents that they are delivering or have previously delivered to the registrar that are subject to the Directive disclosure requirements (see section 1078 of the Act).
If you wish to file a voluntary translation you must send the translation accompanied by Form VT01 or LL VT01. The registrar needs this so that he can link the translated version of the document with the original. You can only file voluntary translations on paper; the facility does not yet extend to electronic filing. If you want to see full details of the registrar's rules regarding filing voluntary translations (Volume 2, Part 10, Chapter 3), please visit our website.
5.Transliteration of names and addressesNames and addresses in documents delivered to the registrar (of both individuals, companies and LLPs) must only consist of permitted characters and symbols as specified in the Registrar of Companies and Applications for Striking-Off Regulations 2009.
There are, however, some documents where you can use «non-permitted» characters and symbols in respect of names and addresses within them.
These are:
- a memorandum of association(applies to companies only)
- a company's articles (applies to companies only)
- a court order
- an agreement affecting a company's constitution delivered under Chapter 3 of Part 3 of the Act (applies to companies only)
- a valuation report delivered under section 94(2)(d) of the Act (applies to companies only)
- a document delivered in respect of a company or LLP included in accounts of larger group required to deliver group accounts delivered under sections 400(2)(e) and 401(2)(f) of the Act, or as applied by regulation 10 of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
- a charge instrument or copy charge instrument delivered to the registrar (company charges) delivered under Part 25 of the Act or as applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) (Amendment) Regulations 2013
- a certified copy of the constitution of an overseas company delivered under regulations 8, 14 or 15 of the Overseas Companies Regulations 2009
- a copy of accounting documents of an overseas company delivered under regulations 9, 32, 45 or 36 of the Overseas Companies Regulations 2009
- a copy of the annual accounts of an overseas company or certain credit or financial institution (to which Chapter 2 of Part 6 of the Overseas Companies Regulations 2009 applies) delivered under section 441 of the Act
6.Certification of documentsWhere a document delivered to the registrar has to be certified as an accurate translation, or as a correct copy, the registrar has made rules on who is able to certify documents. Different rules apply depending on whether the obligation to deliver the document arose before 1 October 2009, or on or after that date. If you want to see full details of the registrar rules on certification, please refer to our website.