{
  "url": "https://openlegislation.uk/unregistered-companies-regulations-2009/schedule-1/paragraph-1",
  "json_url": "https://openlegislation.uk/unregistered-companies-regulations-2009/schedule-1/paragraph-1.json",
  "legislation": "uksi/2009/2436",
  "legislation_title": "The Unregistered Companies Regulations 2009",
  "legislation_url": "https://openlegislation.uk/unregistered-companies-regulations-2009",
  "path": "schedule/1/paragraph/1",
  "kind": "paragraph",
  "number": "1",
  "heading": "A company's constitution",
  "text": "Sections 26 and 27 of the Companies Act 2006 (filing obligations in connection with company's articles) apply to unregistered companies, modified so that they read as follows—\n“ Documents to be sent to the registrar on incorporation\n26 (1) A company must, not later than 15 days after the date of its incorporation, send to the registrar—\n(a) a copy of every instrument constituting or regulating the company;\n(b) a statement of the company’s officers, and\n(c) a statement of initial significant control.\n(1A) The following requirements apply in relation to the statement under subsection (1)(b)—\n(a) the statement must contain the required information about—\n(i) any person who is a director or directors of the company, and\n(ii) any person who is a secretary (or persons who are joint secretaries) of the company;\n(b) the statement must—\n(i) be accompanied by a statement by the company that each person named as a director, as secretary or as one of joint secretaries has consented to act in the relevant capacity, and\n(ii) in the case of each individual named as a director—\n(A) confirm that the individual’s identity is verified within the meaning of section 1110A, and\n(B) state the individual’s unique identifier;\n(c) the statement must also include a statement that no one named as a director is—\n(i) disqualified under the directors disqualification legislation (see section 159A(2)), or\n(ii) otherwise ineligible by virtue of any enactment for appointment as a director;\n(d) where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—\n(i) the person’s name,\n(ii) the court by which permission was given, and\n(iii) the date on which the permission was given;\n(e) where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 (c. 46) or article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4) (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or article, the statement must also include a statement to that effect, in respect of each of them, specifying—\n(i) the person’s name, and\n(ii) the date on which the licence was issued and by whom it was issued.\n(1B) In subsection (1A), for the required information—\n(a) in relation to directors, see sections 167J and 167K, and\n(b) in relation to secretaries or joint secretaries, see sections 279J and 279K.\n(1C) The following requirements apply in relation to the statement under subsection (1)(c)—\n(a) the statement must—\n(i) state whether there is anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and\n(ii) include the required particulars of any such person;\n(b) if there is anyone who is a registrable person, or a registrable relevant legal entity, in relation to the company, the statement must also include—\n(i) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)),\n(ii) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—\n(A) the person’s name,\n(B) the court by which permission was given,\n(C) the date on which permission was given, and\n(iii) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 but for the authority of a licence of the kind mentioned in that section or article, a statement to that effect, in respect of each of them, specifying—\n(A) the person’s name, and\n(B) the date on which the licence was issued and by whom it was issued;\n(c) if the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual.\n(1D) It is not necessary to include under subsection (1C)(a)(ii) the date on which someone became a registrable person or a registrable relevant legal entity in relation to the company.\n(1E) Where a statement of initial significant control identifies a person who is a registrable person, or a registrable relevant legal entity, in relation to the company—\n(a) in relation to any person who is a registrable person, the statement may include a statement that the person's identity is verified within the meaning of section 1110A;\n(b) if the option in paragraph (a) is exercised, the statement must also state the individual’s unique identifier;\n(c) if the option in paragraph (a) is not exercised, the registrar must, in writing, direct the registrable person to deliver to the registrar, within the period of 14 days beginning with the date of the direction, a statement—\n(i) confirming that the person’s identity is verified within the meaning of section 1110A, and\n(ii) stating the individual’s unique identifier;\n(d) where a direction is given under paragraph (c), the registrar may by further direction extend the period specified in that paragraph by up to 14 days at a time.\n(2) Where a company amends any instrument constituting or regulating the company, it must, not later than 15 days after the amendment takes effect, send to the registrar a copy of the instrument as amended.\n(3) If a company fails to comply with subsection (1) or (2) an offence is committed by—\n(a) the company, and\n(b) every officer of the company who is in default.\n(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.\n(5) In this section—\n“permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2);\n“registrable person”—\n(a)in subsection (1C), has the meaning given by section 790C (see also section 790J);\n(b)in subsection (1E), has the same meaning as in subsection (1C), except that it does not include a person mentioned in section 790C(12)(a) to (d);\n“registrable relevant legal entity” has the meaning given by section 790C (see also section 790J);\n“required particulars” has the meaning given by section 790K.\nRegistrar's notice to comply in case of failure with respect to company's constitution\n27 (1) If it appears to the registrar that a company has failed to comply with—\n(a) section 26(1) or (2) (registrar to be sent copy of company's constitution), or\n(b) any enactment requiring the company to send to the registrar—\n(i) a document making or evidencing an alteration in any instrument constituting or regulating the company, or\n(ii) a copy of any such instrument as amended,\nthe registrar may give notice to the company requiring it to comply.\n(2) The notice must—\n(a) state the date on which it is issued, and\n(b) require the company to comply within 28 days from that date.\n(3) If the company complies with the notice within the specified time, no criminal proceedings may be brought in respect of the failure mentioned in subsection (1).\n(4) If the company does not comply with the notice within the specified time, it is liable to a civil penalty of £200.\n(5) This is in addition to any liability to criminal proceedings in respect of the failure mentioned in subsection (1).\n(6) The penalty may be recovered by the registrar and is to be paid into the Consolidated Fund.”.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Words in Sch. 1 para. 1 substituted (18.11.2025) by The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761), regs. 1(3), 3(2)(a) (with regs. 5, 6)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "Words in Sch. 1 para. 1 substituted (18.11.2025) by The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761), regs. 1(3), 3(2)(b) (with regs. 5, 6)"
    },
    {
      "type": "F",
      "label": "F3",
      "text": "Words in Sch. 1 para. 1 inserted (18.11.2025 for specified purposes and otherwise in force in accordance with reg. 1(5)(b)) by The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761), regs. 1(3)(5)(b), 3(2)(c) (with regs. 5, 6)"
    },
    {
      "type": "F",
      "label": "F4",
      "text": "Words in Sch. 1 para. 1 inserted (18.11.2025 for specified purposes and otherwise in force in accordance with reg. 1(5)(b)) by The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761), regs. 1(3)(5)(b), 3(2)(d) (with regs. 5, 6)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2009/2436/schedule/1/paragraph/1",
    "retrieved_at": "2026-10-29T03:06:00.337524+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}