12C. Rectification by Registrar on application Flashcards
12C. Rectification by Registrar on application
General overview
[12C.01] The previous s 12B(3) and (4) have been carved out to form the new ss 12C and 12D which deal with rectification upon the application by an officer of the company and rectification by the registrar upon its own initiative respectively.
By registrar upon application by officer of the company
- typo n clerical nature
- no dispute that person’s name should be in register or not
[12C.02] The new s 12C allows an officer of the company to notify the registrar of any error contained in any document filed or lodged with the registrar, or of any error in the filing or lodgment of any document with the registrar, which is of a typographical or clerical nature and which in the registrar’s opinion, unintended and does not prejudice any person. The registrar may proceed with the rectification but in this instance, the registrar has no right to expunge the document from the register and his decision is final. The company may rectify the register by applying to the registrar when there is no dispute that a person’s name should or should not be on the register
The Companies (Filing of Documents) Regulations 2003 - Registrar has no power to rectify error of a charge n share cap lodgment. Such error can only be rectified by High Court
[12C.03] These regulations provide that any notification for rectification under s 12C (formerly s 12B(3)) shall not include errors relating to particulars of a charge and of the share capital: see reg 32. Where the error relates to particulars of a charge or of the share capital, the company may apply to the registrar for leave to lodge a notice to rectify the error if the error is contained in the applicable form. The registrar may, in his discretion, allow the error to be corrected by way of the applicable form. Where the application is rejected by the registrar, the applicant may apply to the court for a rectification of the register kept by the registrar in accordance with the provisions of the Act : see reg 33 and s 12B.
[12C.04] However, regs 32 and 33 have been repealed by the Companies (Filing of Documents) (Amendment No 3) Regulations 2015. Hence, the rectification of any errors relating to particulars of a charge shall be carried out under s 137 of the Act, i.e. by the High Court, and the registrar no longer has any power to carry out such rectification under reg 32.
