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Company Registration records |
Company Registration records
Companies can be incorporated (given their legal corporate status) in one of three ways:
- By Royal Charter
- By Act of Parliament
- By registration with the Register of Companies
This research guide is concerned with records of the third, and commonest, method: registration.
The records of company registration contain important information about Scottish companies but it is important to understand that these are not the records of the companies themselves. Rather, these are the official records relating to the regulation of the companies throughout their existence, which are of great value to (amongst other groups) business and family historians.
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Registration of companies in Scotland, 1856-present day
Registration of companies in Scotland began in 1856, when the post of Registrar of Companies in Edinburgh was created. The first registration in Scotland took place on the 23 August 1856 when the Daily Bulletin Company Ltd was established in Glasgow to publish two newspapers, 'The Daily Bulletin' and 'The Workman'. Each company is given a unique company number on registration, starting with no. 1 (The Daily Bulletin Company), and more than 375,000 Scottish companies have been registered up to the present day. The Registrar of Companies for Scotland is now an official of Companies House, an Executive Agency of the UK government.
This guide has been dividied into the following sections:
Introduction
Registration of companies in Scotland, 1856-present day
The Records:
- Dissolved company files (BT2)
- Viewing and finding dissolved company files
- An explanation of BT2 reference numbers
- Registers of Companies (BT1)
- If you can't find the file you are looking for
Other Business Records
The Records
Dissolved company files (BT2)
The main records are the files kept for each registered company since
1856. A company's file usually contains the following documents:
- Memorandum of association, giving details of hte constitution and aims of the company;
- Certificate of incorporation
- Statement of capital;
- Notice of the registered office address;
- Particulars of directors and secretaries;
- Annual returns, which contain details of share capital and lists of shareholders;
- Dissolution documents, including a Return of the Final Winding-up Meeting, copy of the Court Order for compulsory winding-up, or certificate of notice in the Edinburgh Gazette, as appropriate;
- Changes of company names and registered addresses are also documented.
A company's file is updated until the company is officially dissolved. On dissolution, the file is closed and is held by Companies House for a period of 20 years. Only once files are more than 20 years old are they deposited at the NAS - usually, the NAS receives a yearly deposit of dissolved company files (e.g. in 2009, the NAS received the files of all Scottish registered companies dissolved in 1988).
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Over the years many files on notable companies have been deposited at the NAS. Examples include The Third Lanark Athletic Club Ltd (the first major Scottish football club to be declared bankrupt and dissolved) and Nobel's Explosives Company Ltd (established to manufacture dynamite and other blasting materials invented by Alfred Nobel).
Viewing and finding dissolved company files
Dissolved company files are found in our Board of Trade series BT2, and are consulted in our Historical Search Room. Many are out-stored, requiring one full working days notice to be produced, so please contact the Historical Search Room in advance of a visit to check the location of files to be viewed. All files are fully open to public inspection.
You can search for dissolved company files on the NAS electronic catalogue in the following way:
- Enter the series reference "BT2" in the reference box;
- Add the name of the relevant company in the search for box;
- Click on search;
- Click on display catalogue results.
You can also search for files by the year they were dissolved by entering a date range in the dates from and dates to boxes.
Up to the end of 1979 all dissolved company files are in the original paper format. In 1980 Companies House started to copy files onto microfiche, and from 1980 onwards most files are seen in the microfiche version.
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An explanation of BT2 reference numbers
- For companies dissolved between 1856 and 1967 the NAS file reference numbers simply consist of: the overall series reference (BT2); and the official company number. For example, the reference number for the Nobel's Explosives Company Ltd file is BT2/729.
- For companies dissolved between 1967 and 1979 the reference numbers consist of: the overall series reference (BT2); the year the company was dissolved; and a number reflecting the order in which it was dissolved in that year. For example, the reference number for the Third Lanark Athletic Club Ltd file is BT2/1972/217.
- For companies dissolved after 1979 the reference numbers consist of: the overall series reference (BT2); the year the company was dissolved; and the official company number. For example, the reference number for the Aberdeen Eel Company Ltd file is BT2/1986/44920.
Registers of Companies
A secondary source of information are the Registers of Companies,
which are found in the Board of Trade series BT1. These Registers
(which are arranged chronologically) contain basic information on
each company registered, including:
- Name;
- Company number;
- Nature of business;
- Dates of incorporation and dissolution;
- Registered office address.
The registers are also consulted in our Historical Search Room and details are found on the NAS electronic catalogue. Unfortunately, it is not possible to search the catalogue to identify registers containing information on individual companies.
If you can't find the file you are looking for
If you cannot find a dissolved company file listed on the NAS catalogue
there could be several explanations:
- The company is still active. Contact Companies House for information
(see Other Websites).
- The company has not been officially dissolved or was dissolved
less than 20 years ago. Contact Companies House (see Other Websites).
- The company was not registered in Scotland but in another part
of the UK. Even if the company carried out some business in Scotland,
the NAS will not hold the file unless it was registered in Scotland.
Contact Companies House for information if the company is active
or was dissolved less than 20 years ago. The UK National Archives
holds selected files for companies registered in England and Wales
which were dissolved more than 20 years ago (see Other Websites).
- The company was not registered - smaller firms, in particular,
may never have been registered as companies.
- The company was established by royal charter (chartered companies)
or by Act of Parliament (statutory companies). For example, most
private railway companies were statutory companies. However, the
NAS holds extensive records of railway companies in the BR (see Railway Records)
Other Business Records
In addition to the official records of dissolved companies the NAS holds a wealth of records created by companies during the course of their business. These notably include the records of railway companies in the BR series, and of manufacturing firms such as the world famous Carron Company, ironfounders, Falkirk (GD58). You will also find much information about individual businesses amongst court records, in particular the records of the Court of Session, Scotland's highest civil court. The simplest way to look for records of businesses at the NAS is to search our electronic catalogue.
If you are interested in the location of other business records you should consult the Scottish Archive Network catalogue and the National Register of Archives (see Other Websites) to find out if any material survives and where it is held.
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