Registration applications in the RoA can only be submitted by, or on behalf of, the assignee in the assignation document to be registered. Where an assignation document assigns different claims to different assignees, section 24 of the 2023 Act provides that an individual assignee may only register that document in so far as it relates to the claim assigned to them.
Registration applications in the RSP can only be submitted by, or on behalf of, the secured creditor in the statutory pledge constitutive document or statutory pledge amendment document to be registered.
The RoA and RSP application information submission duties under the 2024 Rules therefore relate to assignees and secured creditors, respectively.
Registration applications can be submitted either by, or by legal representatives on behalf of, assignees and secured creditors.
Applicants for registration in the RoA and RSP are required to provide certain information and documentation in support of their registration applications. The requirements for both registers are very similar but this guidance will deal with each separately for ease of understanding.
Where there is a mandatory requirement for an applicant to provide certain information or documentation under the 2023 Act and/or the 2024 Rules, an application will not be acceptable for submission unless all mandatory information fields in the Keeper’s online registration system are completed.
RoA Registration Applications
RoA copy documents
An applicant for registration in the RoA must submit a copy of the assignation document being registered. A copy of the assignation document is a prescribed part of the Assignations Record for a registered assignation under section 21(1)(h) of the 2023 Act.
The Keeper’s online registration system only accepts copy documents in PDF form.
Any copy assignation document that is not in PDF format will be unacceptable for submission.
All copy documents submitted using the Keeper’s online registration system will be subject to virus scanning. Failure to successfully pass scanning stage will result in the Keeper rejecting the registration application.
An applicant for registration will additionally be required to certify that the copy assignation document submitted for registration is a true copy (Rule 8 of the 2024 Rules). This certification will appear at the end of the online application process, immediately prior to submission stage.
The 2024 Rules (Rule 19) also provide for parties to be free to redact certain personal information from copy assignation documents submitted for registration, namely full dates of birth, signatures and the number or other identifier of any bank or securities account, prior to submission.
This provision allows for the privacy of parties engaging with the registers to be protected and also acts as an anti-fraud measure.
Applicants should therefore take care to redact personal information, as considered appropriate, from a copy document to be submitted along with an application for registration in the RoA, prior to submission.
It follows that, provided applicants are careful not to provide personal information in a copy assignation document, then it will not be unnecessarily disclosed by the Keeper.
For clarification, if such personal information is not redacted prior to submission then the full un-redacted copy document would be available to someone searching the RoA or requesting a plain copy/extract of an RoA record entry.
Mandatory RoA applicant information
The mandatory information provision requirements for an applicant for registration in the RoA are provided for by section 21 of the 2023 Act and Rule 10 of the 2024 Rules. These information requirements relate to assignor/assignee identification, assignee correspondence address and claim identification and multiple rules apply, either singly or in tandem.
An application for the registration of an assignation document must contain the following details of the name and address of the assignee and assignor:
Assignor/assignee name – proper name
Where an assignor/assignee is an individual, the “proper name” of that individual must be provided.
An individual assignor/assignee’s “proper name” is the form that their forename(s) and surname(s) appear on either of their driving licence, passport or birth certificate (Rule 12(2) and (3) of the 2024 Rules).
Where an individual assignor/assignee has an alternative name, for instance where that person’s forename is Elizabeth but they are also known as Liz, that alternative name can be optionally provided (Rule 11(5) of the 2024 Rules).
Assignor/assignee name – sole trader
Where an assignor/assignee is an individual who is acting in the course of their business (“a sole trader”), the “proper name” of that individual, as detailed above, must be provided.
Where a “sole trader” assignor/assignee has an alternative name, that alternative name, as detailed above, can be optionally provided.
Where a “sole trader” assignor/assignee does not conduct their business under their proper name, the name under which that business is conducted must also be provided (Rule 13(3) of the 2024 Rules).
Assignor/assignee name - organisation
Where an assignor/assignee is not an individual i.e. an organisation, its statutory or registered name must be provided if incorporated or otherwise constituted under a rule of law in any country (Rule 14(2)(a) of the 2024 Rules).
If not so incorporated or constituted, its name as set out in a document of constitution must be provided (Rule 14(2)(b) of the 2024 Rules).
If there is no such constitution document, the name under which it carries out business or activities must be provided unless it does not have such a name – in which case the name by which it is commonly known must be provided (Rule 14(2)(c) of the 2024 Rules).
Assignor/assignee address – individual or sole trader
The normal address of an individual assignor/assignee should be provided – there are no special rules around such address provision in the 2024 Rules.
Assignor/assignee address – organisations
Where an assignor/assignee is not an individual i.e. an organisation, its country and jurisdiction of incorporation or constitution must be provided along with the address of its head office (Rules 17(2) and 16(2) of the 2024 Rules).
Where such an assignor/assignee has no registered office, the country in which it is based must be provided along with its trading, operating or business address (or equivalent) if it has one or a postal address if it does not (Rule 17(3) of the 2024 Rules).
Assignor/Assignee unique identification number – organisations
Where an assignor/assignee is not an individual i.e. an organisation and it has had a number allocated to them by UK Companies House under section 1066 of the Companies Act 2006 (including where the assignee or assignor is a company not based in the United Kingdom whose particulars have been registered under section 1046 of that Act), that number must be provided (Rule 16(3) of the 2024 Rules).
Where such an assignee/assignor has had no such UK Companies House number allocated to it and is based out with the UK in a jurisdiction in which a company number, or equivalent, has been allocated to it, that number can be optionally provided (Rule 16(4) of the 2024 Rules).
Assignor – date of birth
Where the assignor is an individual, their full date of birth – day, month and year – must be submitted (Rules 10(1)(b) and 10(6) of the 2024 Rules). This requirement does not apply to individual assignees.
However, although the full date of birth will appear in a registered Assignations Record entry, that full date of birth, will not appear in the results of any search of the RoA or of any extract.
Assignee – correspondence address
Where an assignee is not an individual i.e. an organisation, a correspondence address to which any request for information regarding the assignation may be sent must be provided. This correspondence address may be an email address (section 21(1)(f) of the 2023 Act).
The provision of such a correspondence address is to facilitate the statutory correspondence regime provided for by section 36 of the 2023 Act.
Assignor or assignee acting on behalf of another party
There are likely to be instances where the assignor or assignee is a party (A) acting in a legal capacity in respect of another party (B).
For example, A may be a partner, executor, trustee, guardian or attorney in respect of B.
Both A and B can be an individual(s) or an organisation(s).
Rule 15 of the 2024 Rules specifically details the information that an applicant must provide where an assignor or assignee (A) is acting in a legal capacity in respect of another person (B).
The names of both A and B must be provided in accordance, where applicable, with Rules 11(5) (alternative name of an individual), 12(2) (proper name of an individual) and 14(2) (name, where not an individual) of the 2024 Rules.
The address of A must be provided in accordance, where applicable, with Rule 17 of the 2024 Rules (address, where not an individual).
Where applicable, the unique identification number of A must be provided in accordance with Rule 16 of the 2024 Rules.
The legal capacity in which A is acting for B must be provided.
The address of B must be provided if B is an individual. For clarification, if B is not an individual, no address is required for B.
Finally, for assignees only, the correspondence address of A (which may be an email address) must be provided. For clarification, no correspondence address is required for B in this instance.
For the avoidance of doubt, a date of birth is not required where an assignor is an individual A acting in a legal capacity in respect of individual or organisation B.
By way of illustration:
If an assignee was individuals A, B and C acting as trustees of the DEF Partnership, the following information would be required:
The proper names (and optional alternative names) of A, B and C with their usual address;
The incorporated/constituted/business etc name of the DEF Partnership;
A description of the capacity - “trustee”; and
A correspondence address for each of A, B and C (which may be the same email address).
Also, if an assignor wasindividual A acting as Guardian of individual B, the following information would be required:
The proper names (and optional alternative names) of A and B;
The usual address of both A and B; and
A description of the capacity - “Guardian”.
The Keeper’s online registration system requires an applicant for registration of an assignation document to describe the claim(s) being assigned in that document by choosing from one or more of the following categories of claim:
- Monetary claims other than those below (e.g. invoices, loans, entire debt books etc.)
- Non-monetary claims (e.g. contracts, membership rights, intellectual property rights etc.)
- Rents and other monetary rights relating to land (e.g. rental income, ground rents, agricultural lease payments etc.)
- Royalties relating to intellectual property (e.g. copyright, trademarks, patents etc.)
We are satisfied that the categories of claim are sufficiently broad to capture all current possible types of claims which may be assigned.
Future developments may, however, mean that new claim types may emerge. Equally, existing, but previously unidentified claim types may emerge.
Should a potential applicant consider that either is the case, they should contact the Keeper in advance of making a registration application. The Keeper will, in turn, consider and (if in agreement) arrange for the new, or previously unidentified claim category to be added to her online registration system.
Any new or previously unidentified claim category should be brought to the Keeper’s attention well in advance of any registration application, contact Customer Service.
No active validation
The Keeper does not validate or verify the accuracy or completeness of the information and documentation submitted with an RoA registration application (Rule 7 of the 2024 Rules).
The Keeper is also entitled, under section 37(3) of the 2023 Act, to reasonably believe that the information and documentation submitted with an RoA registration application is accurate.
Seriously misleading inaccuracies
Applicants should note that the Seriously Misleading Inaccuracy provisions of section 28 of the 2023 Act are such that an Assignations Record entry will be seriously misleading where:
- an assignor is an organisation which has had UK Companies House Company Number allocated to it and, if a search of the RoA were to be carried out for that number, it would not disclose the entry;
- the assignor is an individual, if a search of the RoA were to be carried out, using that assignor’s proper name as at the date the application for registration was made, or that assignor’s proper name at that date together with their month and year of birth, it would not disclose the entry;
- an Assignations Record entry inaccurately reflects an individual assignee’s proper name at the date the application for registration was made in such a way that a reasonable person would be seriously misled;
- an Assignations Record entry either does not describe the claim as being of a type that it is, or it fails to allocate a type to the claim; or
- an inaccuracy or inaccuracies in an Assignations Record entry are such that a reasonable person would be seriously misled by that entry.
In terms of section 27(1)(a)(ii) of the 2023 Act, the registration of an assignation document is ineffective if it is, at the time of registration, seriously misleading as a result of an inaccuracy or inaccuracies in it.
Sections 27(1)(a)(i) and 27(1)(b) of the 2023 Act also provide, respectively, that the registration of an assignation document is ineffective if no copy assignation document is contained in the Assignations Record entry created for that assignation or if the assignation document is invalid.
Applicants should therefore exercise due care when providing information relating to assignees, assignors and categories of claim in order to avoid inadvertently causing the registration of an assignation document to be seriously misleading and, ultimately, ineffective.
Liability
If the Keeper introduces inaccuracy into the RoA as a result of reflecting on the register wrong information supplied to her by someone making a registration application, then this will not be an inaccuracy for which she is liable under section 37(1) of the 2023 Act.
Rather, the person making the registration application may be liable under section 38(1) of the 2023 Act for any loss suffered as a result of the Assignations Record becoming inaccurate as a consequence.
Automatic registration
Upon the successful submission of an application to register an assignation document and successful document virus check, registration will automatically take place and an entry will be automatically created in the Assignations Record for that document. A statement verifying registration will also be automatically sent to relevant parties.
Once registered, the Assignations Record will be immediately available to view.
Verification statements
When an Assignations Record entry is created as a result of an application to register an assignation document, the Keeper will immediately email a Verification Statement verifying the fact of registration having taken place to the assignor and assignee, but only where an email address is supplied in the registration application for those parties.
Applicants for registration should provide email addresses for the assignor and assignee, or as the case may be, their respective agents, where asked for by the Keeper’s online registration system, for verification purposes.
If no email address is given this will not result in rejection of the application but will mean that no verifications will be sent.
It will be possible to supply more than one email address for each of the assignor and assignee. The Keeper will send a Verification Statement to each email address provided by the applicant for this purpose.
These email addresses will also be held by the Keeper for use in connection with the notification of any future correction of that Assignations Record entry.
Verification Statements will contain a link to a web page or "landing page", which will contain details of the application to which the Verification Statement relates, including a pdf version of the full record entry. The pdf will be a snapshot of the Assignations Record entry position as at that date, and, although it does not have the evidential status of an extract requested under section 35 of the 2023 Act, it fully reflects the Assignations Record entry after completion of the application to which the Verification Statement relates.
Both the assignor and assignee will receive the same Verification Statement, and both parties will be able to access the respective pdf. The parties notified will be free to forward on the link to the landing page as they see fit and it will be possible to print or to save the pdfs locally to their own systems. The link to the landing page will be available for a 30-day period, which should allow the parties adequate time to access it following the acceptance of the registration application.