The Court of Appeal dismissed Wee Care Limited’s appeal seeking to remove additional financial information from its 2018 accounts on the Companies Registration Office register. The company had filed full financial statements but said it had intended to use the abridged accounts option available to qualifying small companies.
The court found that filing full accounts did not breach the Companies Act 2014. Small companies may choose to file full or abridged statements, and the accounts Wee Care filed were not defective merely because the company would have been entitled to file abridged accounts. The court also held that section 366 of the Act gives no role to the courts and does not permit registered statements to be withdrawn or replaced with abridged accounts.
Wee Care said its accountants had accidentally uploaded a file containing additional financial material, including a summary of results for 2017 and 2018 and a detailed 2018 profit and loss account. The company argued that the material was commercially sensitive and that the court could intervene under its inherent jurisdiction. The CRO had indicated it would not object to an application based on that jurisdiction, subject to no costs order against it.
The Court of Appeal said it was at least arguable that the High Court has an inherent power to rectify the register, but did not decide the point. It said any such power would have to be used cautiously and in compelling circumstances. Examples discussed included materially inaccurate filings, serious privacy breaches or scandalous material. The court distinguished Wee Care’s case because the filed information was not inaccurate.
The court was also not satisfied that Wee Care had shown serious or significant commercial prejudice. Its evidence came from an accountant rather than a company director or officer, and no application had been made to seal affidavits or hold the hearings in private. The court noted that the filing had been viewed four times through the CRO website in the 14 months after it became available, but there was no evidence that competitors had accessed or used the information.
The High Court had refused the requested orders on 2 July 2019. The Court of Appeal left that result in place and dismissed the appeal. It proposed that Wee Care pay 50% of the CRO’s appeal costs, subject to any written submissions seeking a different costs order within 28 days.