In Sebry v Companies House and The Registrar of Companies, it was recently held that Companies House owes a duty of care when entering a winding up order (“Order”) on the Register of Companies. This duty is owed ‘to any Company which is not in liquidation but which is wrongly recorded on the register as having been wound up by order of the court’ and ‘extends to taking reasonable care to enter the Order on the record of the company named in the Order, and not any other company’.
In this case, an error led to the registration of a winding up order to a company with a very similar name (Taylor & Sons Limited (“Sons”)) to that of the company which was, in fact, subject to the winding up order (Taylor & Son Limited (“Son”)). Whilst Companies House corrected the register, the erroneous registration carried through to a number of associated Companies House products. This diminished confidence in Sons, which was not subject to a winding up order, the result of which was that Sons was placed into administration.
The company number was not included on the forms submitted to Companies House, whose processes would usually mean that such documentation would be rejected. Had the forms been rejected, or the correct company number been inserted, this unfortunate error could have been avoided.
This duty does not extend to require Companies House to check the information received from third parties, so it remains essential to ensure that all documentation submitted to the Registrar is correct.