Unregistered companies

The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Unregistered companies
  • What is an unregistered company?
  • What is a body corporate?
  • What are public and private general Acts of Parliament?
  • What is meant by ‘bodies not formed for the purpose of carrying on a business that has for its object acquisition of gain by the body or its individual members’?
  • Unregistered companies incorporated by royal charter
  • Structure and operation of an unregistered company
  • General structure and operation
  • Share transfers
  • What ongoing filing and disclosure requirements does an unregistered company have?
  • More...

Unregistered companies

What is an unregistered company?

An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies Act 2006 (CA 2006) or under any other public general Act of Parliament. Unregistered companies include companies formed under private Acts of Parliament (note this is different from a public general Act of Parliament) or royal charter. Companies created by royal charter encompass by far the greatest number of unregistered companies (see Unregistered companies incorporated by royal charter below).

Under the Insolvency Act 1986, the definition of unregistered company also includes an unincorporated association or a partnership, but this is not the case under CA 2006. Accordingly, unincorporated associations and partnerships are not dealt with here (details can be found within Practice Notes: Unincorporated associations and The nature of a general partnership and its legal framework).

An unregistered company is defined in section 2(a) of The Unregistered Companies Regulations 2009, SI 2009/2436 (the Unreg Cos Regs), which mirrors CA 2006, s 1043(1), as:

‘...a body corporate incorporated in and having a principal place of business in the United Kingdom other than:

(a) bodies incorporated by, or registered under, a public general Act of Parliament;

(b) bodies not formed for the purpose of carrying on a business that has for its object acquisition of gain by the body or its individual members;

(c) a body for the

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