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
(i) assigned to a company by the Registrar; or
(ii)  notified by a company to the Registrar for use by that company in authenticating documents delivered to the Registrar via Web-Filing or Software Filing;

“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:
(i) one of the following circumstances applies in respect of the company
(a) it has more than 80 members (each joint shareholder must be counted as a member in his/her/its own right for these purposes)
(b) it has more than six classes of share
(c)  it has more than ten joint shareholders in relation to any share(s)
(d) it has its share capital in more than six currencies,
(ii)  more than 255 changes are to be input into a single filing;

“Ineligibility Event” means any of the following:
(i) one or more of the following documents has been placed on the register in respect of the company
(a) any of the following forms prescribed by the Insolvency Rules 1986 or the Insolvency (Scotland) Rules 1986 as the case may be as either may be amended from time to time –
Form 1(SC) (Notice of Appointment of Receiver by a Holder of a Floating Charge)
Form 1.1 (Report of a Meeting Approving Voluntary Arrangement)
Form 1.1(SC) (Notice of report of a meeting approving Voluntary Arrangement)
Form 2(SC) (Appointment of a Receiver by the Court)
Form 2.6 (Notice of Administration Order)
Form 2.7 (Administration Order)
Form 2.11B(SC) (Notice of Administrator’s Appointment)
Form 2.12B (Notice of Administrator’s Appointment)
Form 2.21B (SC) (Notice of automatic end of administration)
Form 2.25B (SC) (Notice of move from Administration to Creditors’ Voluntary Liquidation)
Form 2.26B (SC) (Notice of move from Administration to Dissolution)
Form 2.34B (Notice of move from Administration to Creditors’ Voluntary Liquidation)
Form 2.35B (Notice of move from Administration to Dissolution)
Form 4.2(SC) (Notice of Winding Up Order)
Form 4.9(SC) (Notice of Appointment of Liquidator)
Form 4.20 (Statement of Affairs in a Creditors’ Voluntary Liquidation)
Form 4.70 (Member’s Voluntary Winding Up Declaration of Solvency)
(b) Order of Winding Up by the Court
(c) Form F14 (Notice of Compulsory Winding Up by the Court)
(d) A resolution for the voluntary winding up of the company
(e) Form 600 (Notice of Appointment of Liquidator Voluntary Winding Up)
(f) Form 405(1) (Notice of Appointment of Receiver or Manager)
(g) Form 652a (Application for Striking Off),
(ii) the record of the company held by the Registrar is shown as “closed”;

“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:
(i) one or more of the following documents has been placed on the register in respect of the company
(a) any of the following forms prescribed by the Insolvency Rules 1986 or the Insolvency (Scotland) Rules 1986 as the case may be as either may be amended from time to time –
Form 1.2 (Order of Revocation or Suspension of Voluntary Arrangement)
Form 1.2 (SC) (Notice of Order of Revocation or Suspension of Voluntary Arrangement)
Form 1.4 (Notice of Completion of Voluntary Arrangement)
Form 1.4 (SC) (Notice of Completion of Voluntary Arrangement)
Form 2.4 (SC) (Notice of Discharge of Administration Order)
Form 2.19 (Notice of Discharge of Administration Order)
Form 2.21B(SC) (Notice of Automatic End of Administration)
Form 2.23B (SC) (Notice of end of Administration)
Form 2.24B (SC) (Notice of Court Order ending Administration)
Form 2.30B (Notice of Automatic End of Administration)
Form 2.32B (Notice of end of Administration)
Form 2.33B (Notice of Court Order ending Administration)
Form 3 (SC) (Notice of Ceasing to Act as, or Removal of, Receiver)
Form 4.17 (SC) (Notice of Final Meeting of Creditors)
Form 4.26 (SC) (Return of Final Meeting of Voluntary Winding-Up)
Form 4.27 (SC) (Notice of Court Order Proceedings in Winding Up by the Court)
(b) Form 405(2) (Notice of Ceasing to Act as Receiver or Manager)
(c) Form 652c (Withdrawal of Application for Striking Off) 
(d) An Order of the Court rescinding a previous Winding Up Order

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:
3.2.1 it has obtained a Company Authentication Code;
3.2.2 it has registered for Web-Filing on the Website; and
3.2.2 no Ineligibility Event has occurred in respect of it or, where an Ineligibility Event has occurred, it has been superseded by a subsequent Re-eligibility Event.

3.3 In submitting the company’s application to join the e-PROOF scheme the applicant confirms and represents to the Registrar that:
3.3.1 he is properly authorised by the company to make the application on its behalf;
3.3.2 he has read and understood these Terms and is authorised to accept them on behalf of the company.

3.4 The company’s application to opt into the e-PROOF scheme must be made using Web-Filing.  To apply, the applicant must:
3.4.1 access the company’s Web-Filing pages by inputting the company’s registered number and Company Authentication Code;
3.4.2 select the appropriate “register for PROOF” options on the Web-Filing pages; and
3.4.3 submit the application by means of the “Apply to join” button.

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
4.4.2 be recorded on the register provided the form or return passes the usual examination checks of the Registrar.

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:
4.6.1 a paper Form 363a or shuttle return as applicable together with a completed Consent Form for Paper Filing; or
4.6.2 Software Filing.
Delivery under paragraphs 4.6.2 or 4.6.3 is only for the purposes of section 363 and cannot also be for the purpose of any other sections.

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
7.3.1 during the period of suspension not be regarded as an Opted-in Company for the purposes of these Terms and
7.3.2 if the suspension ends that Company will
(a) be regarded as an Opted-in Company without that Company needing to take any action and
(b) be notified by the Registrar that the suspension has ended.

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
Any notifications or acknowledgements which these Terms require the Registrar to send to a company will be sent in writing. Writing includes email.

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.