Sensitive company information in the public domain can be used by various stakeholders such as employees or in particular competitors to gain an advantage.
A classic example of this, and an accountants worst nightmare, is when the detailed profit and loss account pages that are appended to the financial statements are filed at Companies House. The detailed profit and loss account do not form part of the statutory financial statements.
Under the Companies Act 2006 there is a mechanism for correcting documents that are sent to Companies House that contain ‘unnecessary material’ such as this.
Section 1074 of the Act applies where documents delivered to the registrar contains unnecessary material.
Unnecessary material is defined under this as that which is necessary in order to company with an obligation under the any enactments, and is not specifically authorised to be delivered to the registrar.
It should also be noted that under section 1074
(3) For this purpose an obligation to deliver a document of a particular description, or conforming to certain requirements, is regarded as not extending to anything that is not needed for a document of that description or, as the case may be, conforming to those requirements.
(4) If the unnecessary material cannot readily be separated from the rest of the document, the document is treated as not meeting the requirements for proper delivery.
(5) If the unnecessary material can readily be separated from the rest of the document, the registrar may register the document either—
(a) with the omission of the unnecessary material, or
(b) as delivered.
So accidental filing of the detailed profit and loss account is classified as unnecessary and would be material that can be separated from the rest of the document.
Section 1076 allows for a request to made to the Registrar to remove the unnecessary pages and also provides for the possibility of a replacement document being accepted in its place. Any successful application of this mechanism will be shown on the Companies House filing history for that entity.
The simple lesson is be careful what you file.
If you would like to know more then please contact Wisteria Limited, Chartered accountants and registered auditors, on +44 (0) 208 429 9245. Or alternatively email us at [email protected].