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ELECTRONIC PROOF SCHEME: TERMS OF PARTICIPATION 1. Definitions In these Terms and the Consent Form for Paper Filing: “company” has the meaning in section 735(1); “Company Authentication Code” means the code “Consent Form for Paper Filing” means a paper document available from the Registrar to be used by an Opted-in Company to indicate its consent to the delivery of a statutory filing on paper to the Registrar; “Direction” means a direction issued by the registrar under section 707B or (to the extent still in force from time to time) the approvals issued by the Registrar under section 707 prior to its repeal; “Electronic Filing” means Software Filing and/or Web-Filing as the circumstances require; the “electronic PROOF scheme”, “e-PROOF scheme” or “PROOF” means the arrangement described in these Terms; “Excluded Circumstances” means any of the following: “Ineligibility Event” means any of the following: “Opted-in Company” means a company accepted into and entitled to the benefit of the e-PROOF scheme under these Terms; “paper PROOF scheme” means the Registrar’s original paper based protected on-line information scheme which is now closed to new applicants; “presenter” means the person delivering the document save that if the Registrar is unable to determine who delivered the document it will be deemed to have been delivered by the company acting from its registered office address; “Re-eligibility Event” means any of the following: the “register” has the meaning set out in section 1080(2) of the Companies Act 2006; the “Registrar” means the registrar of companies for England and Wales and the registrar of companies for Scotland as circumstances require; “section” means a section of the Companies Act 1985; “Software Filing” means the software filing facility provided by the Registrar enabling presenters to submit statutory documents to the Registrar by electronic communications using an intermediary software package; “shuttle return” means a paper Form 363s with a made up date before 1 October 2008; the “Terms” means these terms and conditions relating to the e-PROOF scheme as may be amended from time to time; “Web-Filing” means the web-filing facility provided by the Registrar which enables presenters to submit statutory documents to the Registrar by electronic communications using the Website; the “Website” means the website www.companieshouse.gov.uk; references to “writing” include email and fax transmissions. 2 Amending these Terms 2.1 The Registrar may amend these Terms by notice on the Website giving details of the Terms as amended. The Registrar will also notify the company of the changes by means of an alert on the company’s Web-Filing pages. 3. Joining the e-PROOF scheme 3.1 In applying to join the e-PROOF scheme, the company instructs the Registrar to reject any filings sent to the Registrar on paper Forms 287, 288a, 288b, 288c, 363a or using the shuttle return and to return these paper forms, unregistered, to the presenter. If the company’s application to join is accepted, the Registrar will act in accordance with this instruction. 3.2 A company may only apply to opt into the e-PROOF scheme if it satisfies the following conditions: 3.3 In submitting the company’s application to join the e-PROOF scheme the applicant confirms and represents to the Registrar that: 3.4 The company’s application to opt into the e-PROOF scheme must be made using Web-Filing. To apply, the applicant must: 3.5 The Registrar has total discretion on whether to accept the company’s application to join the e-PROOF scheme. The Registrar will notify the company of his decision in writing. Website screens, emails and other notifications confirming receipt of the company’s application do not constitute the Registrar’s acceptance of the application. 3.6 The company’s application to join the e-PROOF scheme and the Registrar’s acceptance of such application shall be subject to these Terms. 3.7 A company may not participate in the paper PROOF scheme and electronic PROOF scheme at the same time. A company that is a participant in the paper PROOF scheme when its application to join electronic PROOF is accepted by the Registrar is automatically deemed to have withdrawn from the paper PROOF scheme at that time. The Registrar and the company agree to vary the terms of the paper PROOF scheme to the extent required to give effect to this paragraph. 4. Delivery to the Registrar of Information by an Opted-in Company 4.1 Any information which an Opted-in company is required by sections 287, 288 or 363 to deliver to the Registrar must be delivered using Electronic Filing. The only permitted exceptions are the usual residential address of an individual in relation to whom a confidentiality order under section 723B is in force. 4.2 The Opted-in Company must comply with the terms of the applicable Electronic Filing Direction when delivering the information referred to in Clause 4.1 to the Registrar. 4.3 Subject as provided in paragraphs 4.4, 4.5 and 4.6 a paper Form 287, 288a, 288b, 288c, 363a or a shuttle return delivered to the Registrar in relation to an Opted-in Company will be rejected and returned to the presenter in accordance with the Opted-in Company’s instructions under Clause 3.1. 4.4 If a paper Form 287, 288a, 288b, 288c, 363a or a shuttle return is delivered to the Registrar accompanied by a completed Consent Form for Paper Filing that form or return will 4.4.1 not be rejected as provided in paragraph 4.3; and 4.5 A notification of appointment of director pursuant to section 288(2) cannot be delivered to the Registrar using Electronic Filing if that notification has to include more than 50 other directorships of the relevant director. In such circumstances, the Opted-in Company must notify the Registrar of the appointment using paper Form 288a or the shuttle return accompanied by a completed Consent Form for Paper Filing. 4.6 In the Excluded Circumstances an Opted-in Company will not be able to deliver by Web-Filing the information required by section 363. In such circumstances, the Opted-in Company will have to deliver the information to the Registrar using: 5. Opting Out of the e-PROOF Scheme 5.1 An Opted-in Company can notify the Registrar that it wishes to Opt-out of the e-PROOF scheme at any time by accessing its Web-Filing pages and selecting the “Opt-out of PROOF” option. The Opted-in Company will be directed to the appropriate part of the Website where it may submit its request to opt-out of the e-PROOF scheme. The Registrar will notify the Opted-in Company in writing when he has processed the request (normally within two working days). Upon issue of that notice, the Opted-in Company will cease to be in the e-PROOF scheme. 6. Ineligibility Event An Opted-in Company will cease automatically to be an Opted-in Company upon the occurrence of an Ineligibility Event in relation to that Company. Such a Company can only apply to rejoin the e-PROOF Scheme as provided in paragraph 3.4. 7. Suspension/Withdrawal of the e-PROOF Scheme 7.1 The Registrar reserves the right to suspend or withdraw the e-PROOF scheme whether with or without cause and whether in relation to one or more or all companies. For the avoidance of doubt, the unavailability of the Registrar’s Electronic Filing facilities does not automatically involve a suspension or withdrawal of the e-PROOF scheme. If the Registrar exercises his right to suspend or withdraw the e-PROOF scheme, the remaining provisions of this Clause 7 apply as appropriate. 7.2 The Registrar will communicate the fact of the suspension or withdrawal of the e-PROOF scheme in writing to each Opt-In Company to which the suspension or withdrawal applies. 7.3 Any Opted-in Company to which a suspension (as opposed to withdrawal) applies shall 7.4 Upon the withdrawal of the e-PROOF Scheme any Opted-in Company to which that withdrawal applies will cease automatically to be an Opted-in Company. 8. Company Authentication Code 8.1 A company must include its valid Company Authentication Code on any Consent Form for Paper Filing delivered by it. 8.2 A company must not include its Company Authentication Code on any other paper Forms. The Company Authentication Code must be kept confidential. 9. Notifications to a company 10. Important Obligations 10.1 Nothing in these Terms can be taken to waive or amend a company’s obligations to deliver notifications, notices or returns to the Registrar under any enactment. The Registrar is not responsible if anything happens (whether relating to the Registrar’s system of Electronic Filing or the company’s system or otherwise) which is likely to or does prevent or hinder an Opted-in Company complying with its statutory obligations using Electronic Filing. It is the Opted-in Company’s responsibility to ensure due compliance by it with its statutory obligations. Whether the Opted-in Company achieves this by delivering paper forms accompanied with the Consent Form for Paper Filing, by Opting-out of the e-PROOF scheme or in some other way is a matter entirely at the Opted-in Company’s discretion. 10.2 Nothing in these Terms is to be taken as obliging the Registrar to ensure the availability of the Registrar’s system for Electronic Filing. |
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