8. Administration of Act and appointment of Registrar of Companies, etc. Flashcards
- Administration of Act and appointment of Registrar of Companies, etc.
Certain signatures to be judicially noticed
General overview
[8.01] This section establishes the Accounting and Corporate Regulatory Authority (“ACRA”) as the authority to administer the Act and regulate corporations. It further provides that the Minister shall appoint a registrar and deputy registrars to administer the Act.
Administration
[8.02] Section 8(1) establishes ACRA as the authority to administer the Act, subject to the general or special directions of the Minister. Subsection (1A) provides for the Minister to appoint an officer of ACRA to be the Registrar of Companies and other officers to be Deputy Registrars and Assistant Registrars of Companies for the proper administration of the Act.
[8.03] ACRA will give directions to the registrar, which are not inconsistent with the provisions of the Act, and the registrar shall exercise such powers, functions or duties under the Act: see subsection (1B). The registrar may, subject to such restrictions and limitations as may be prescribed, delegate anything appointed or authorised or required to be done or signed by the Act to his deputy or assistant registrar, and such actions shall be valid and effectual as if done or signed by the registrar: see s 8(2). No person dealing with any deputy or assistant registrar shall be concerned or need to inquire any such restrictions or limitations, and every act or omission of the deputy or assistant registrar shall be valid or effectual as if done or omitted by the registrar: see s 8(3).
Powers of registrar
[8.04] Limited liability companies were creatures of statute whose existence and conduct was regulated by statute; that there was no general, inherent supervisory jurisdiction in the court in relation to the performance by the Registrar of Companies of his duties but there was, at most, a jurisdiction in the court to require the registrar to comply with his statutory duties; that it was accepted that the registrar had complied with his statutory duties in relation to the accounts and the company was seeking only the removal of extraneous material which the registrar was not required by statute to remove; that, for that purpose, it made no difference that the extraneous material was contained in the body of the filed document rather than in schedules annexed thereto; and that, accordingly, the court could not permit the filing of revised accounts: Re A Co (No 007466 of 2003) [2004] EWHC 35, Ch; [2004] 1 WLR 1357, Ch D ; applied Igroup Ltd v Ocwen (an unlimited co) [2004] 1 WLR 451 ; cf where the court exercised its powers to remove from the records filed with the registrar a winding up order that was mistakenly recorded against the wrong company: Re Calmex Ltd [1989] 1 All ER 485 . The court’s jurisdiction to order the registrar to remove a document from the register was based on his being in breach of his public law duties
Amendments by Act No 36 of 2014
[8.05] Section 8(5), (6) and (6A) have been repealed. Section 8(7) has been deleted and substituted with the provision that the Minister may add, vary or amend the Twelfth Schedule to the Act which relates to the contents of the directors’ statement that accompanies the financial statements under s 201(16), and the Thirteenth Schedule to the Act in relation to the criteria of a small company for the purpose of s 205C. See s 205C for the criteria for audit exemption of small companies.
