Overview
This Part is arranged as follows—
(a) the remaining provisions of this Chapter identify the companies to which this Part applies and explain some key terms, including what it means to have “significant control” over a company,
(b) Chapter 2 imposes duties on companies to gather information, and on others to supply information, to enable companies to notify the registrar of the information in accordance with Chapter 2A ,
(c) Chapter 2A requires companies to notify the registrar of information relating to persons with significant control;
(e) Chapter 5 makes provision for excluding certain material from the information available to the public.
Companies to which this Part applies
(1) This Part applies to companies other than—
(a) companies with voting shares admitted to trading on a UK regulated market or an EU regulated market , and
(b) companies of any description specified by the Secretary of State by regulations.
(2) In deciding whether to specify a description of company, the Secretary of State is to have regard to the extent to which companies of that description are bound by disclosure and transparency rules (in the United Kingdom or elsewhere) which are contained in international standards and are equivalent to those applicable to companies referred to in subsection (1)(a) .
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4) Regulations under this section are subject to affirmative resolution procedure.
(5) In this section—
“voting shares” means shares carrying voting rights;
“voting rights” means rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances.
Key terms
(1) This section explains some key terms used in this Part.
(2) References to a person with (or having) “significant control” over a company are to an individual who meets one or more of the specified conditions in relation to the company.
(3) The “specified conditions” are those specified in Part 1 of Schedule 1A.
(4) Individuals with significant control over a company are either “registrable” or “ non-registrable ” in relation to the company—
(a) they are “non-registrable” if they do not hold any interest in the company except through one or more legal entities over each of which they have significant control and—
(i) as respects any shares or right in the company which they hold indirectly as described in paragraph 9(1)(b)(i) of Schedule 1A, the legal entity through which the shares or right are held is a relevant legal entity in relation to the company; and
(ii) as respects any shares or right in the company which they hold indirectly as described in paragraph 9(1)(b)(ii) of Schedule 1A, at least one of the legal entities in the chain is a relevant legal entity in relation to the company
(b) otherwise, they are “registrable”,
and references to a “ registrable person ” in relation to a company are to an individual with significant control over the company who is registrable in relation to that company.
(5) A “legal entity” is a body corporate or a firm that is a legal person under the law by which it is governed.
(6) In relation to a company, a legal entity is a “relevant legal entity” if—
(a) it would have come within the definition of a person with significant control over the company if it had been an individual, and
(b) it is subject to its own disclosure requirements.
(7) A legal entity is “subject to its own disclosure requirements” if—
(a) this Part applies to it (whether by virtue of section 790B or another enactment that extends the application of this Part),
(aa) it is an eligible Scottish partnership within the meaning of regulation 3(2) of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.
(b) it has voting shares admitted to trading on a UK regulated market or an EU regulated market,
(c) it is of a description specified in regulations under section 790B (or that section as extended), or
(d) it is of a description specified by the Secretary of State by regulations made under this paragraph.
(8) A relevant legal entity is either “registrable” or “ non-registrable ” in relation to a company—
(a) it is “non-registrable” if it does not hold any interest in the company except through one or more other legal entities over each of which it has significant control and—
(i) as respects any shares or right in the company which it holds indirectly as described in paragraph 9(1)(b)(i) of Schedule 1A, the legal entity through which the shares or right are held is also a relevant legal entity in relation to the company; and
(ii) as respects any shares or right in the company which it holds indirectly as described in paragraph 9(1)(b)(ii) of Schedule 1A, at least one of the legal entities in the chain is also a relevant legal entity in relation to the company;
(b) otherwise, it is “registrable”,
and references to a “ registrable relevant legal entity ” in relation to a company are to a relevant legal entity which is registrable in relation to that company.
(9) For the purposes of subsections (4) and (8)—
(a) whether someone—
(i) holds an interest in a company, or
(ii) holds that interest through another legal entity,
is to be determined in accordance with Part 2 of Schedule 1A;
(b) whether someone has significant control over that other legal entity is to be determined in accordance with subsections (2) and (3) and Part 1 of Schedule 1A, reading references in those provisions to the company as references to that other entity.
(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(11) In deciding whether to specify a description of legal entity under paragraph (d) of subsection (7), the Secretary of State is to have regard to the extent to which entities of that description are bound by disclosure and transparency rules (in the United Kingdom or elsewhere) equivalent to the ones applying to an entity falling within any other paragraph of that subsection.
(12) Subject to express provision in this Part and to any modification prescribed by regulations under this subsection, this Part is to be read and have effect as if each of the following were an individual, even if they are legal persons under the laws by which they are governed—
(a) a corporation sole,
(b) a government or government department of a country or territory or a part of a country or territory,
(c) an international organisation whose members include two or more countries or territories (or their governments),
(d) a local authority or local government body in the United Kingdom or elsewhere.
(13) Regulations under subsection (7)(d) are subject to affirmative resolution procedure.
(14) Subject to subsection (13), regulations under this section are subject to negative resolution procedure.
(15) In this section “voting shares” has the same meaning as in section 790B.
CHAPTER 2 — Information-gathering
Company’s duty to give notices to persons with significant control
(1) A company to which this Part applies must give a notice to a person under this section if—
(a) the company knows or has cause to believe that the person is a registrable person or a registrable relevant legal entity in relation to the company, but
(b) the company has not had confirmation of the person’s status as a registrable person or registrable relevant legal entity or has not had confirmation of all of the required particulars of the person (see section 790K).
(2) The notice must require the person—
(a) to inform the company whether the person is a registrable person or a registrable relevant legal entity in relation to the company, and
(b) if they are, to give the company all of the required particulars of the person (see section 790K).
(3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.
(4) The company must give the notice—
(a) as soon as reasonably practicable after the company becomes subject to the duty to give a notice under this section, and
(b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.
(5) A company is not required to give a notice under this section to a person if—
(a) the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and
(b) the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company.
(6) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.
(7) Regulations under subsection (6) are subject to negative resolution procedure.
Company’s duty to find out about changes in PSC information
(1) This section applies if a company—
(a) knows or has cause to believe that there has been a change in the required particulars of a registrable person or a registrable relevant legal entity in relation to the company (see section 790K), but
(b) has not had confirmation that the change has occurred or has not had confirmation of all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).
(2) The company must give the person a notice requiring the person—
(a) to inform the company whether the change has occurred, and
(b) if it has, to give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).
(3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.
(4) The company must give the notice—
(a) as soon as reasonably practicable after the company becomes subject to the duty to give a notice under subsection (2), and
(b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.
(5) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.
(6) Regulations under subsection (5) are subject to negative resolution procedure.
Failure by company to comply with information duties
(1) If a company fails, without reasonable excuse, to comply with a duty under section 790CB, 790D, 790DA(3), 790E, 790EA, 790EB, 790EC, 790ED, 790EE or 790EF to take steps or give a notice, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(2) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding twelve months or a fine (or both);
(ii) in Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);
(iii) in Northern Ireland, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum (or both).
Duty to notify company on becoming PSC
(1) This section applies to a person if—
(a) the person knows that they are a registrable person or a registrable relevant legal entity in relation to a company,
(b) the material in the register that is available for public inspection does not indicate the person’s status as a registrable person or registrable relevant legal entity in relation to the company, and
(c) the person—
(i) has not informed the company of the person’s status as a registrable person or registrable relevant legal entity in relation to the company, or
(ii) has not given the company all of the required particulars of the person (see section 790K).
(2) The person must—
(a) inform the company of the person’s status as a registrable person or registrable relevant legal entity in relation to the company, and
(b) give the company the required particulars (see section 790K).
(3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met.
Duty to notify company of changes in PSC information
(1) This section applies to a person if—
(a) the person knows that they are a registrable person or a registrable relevant legal entity in relation to a company,
(b) there has been a change in the required particulars of the person (see section 790K) and the person knows that to be the case, and
(c) the person has not informed the company of the change or has not given the company all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).
(2) The person must—
(a) inform the company of the change, and
(b) give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).
(3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met.
Enforcement of disclosure requirements
Schedule 1B contains provisions for when a person (whether an individual or a legal entity) fails to comply with —
(a) a notice under section 790D, 790DA, 790E or 790EA, or
(b) a duty under section 790G, 790H or 790HA.
Exemption from information and registration requirements
Power to make exemptions
(1) The Secretary of State may exempt a person (whether an individual or a legal entity) under this section.
(2) The effect of an exemption is—
(a) the person is not required to comply with any notice under section 790D, 790E or 790EA (but if a notice is received, the person must bring the existence of the exemption to the attention of the company that sent it),
(b) companies are not obliged to take steps or give notice under those sections to or with respect to that person,
(c) notices under section 790DA do not require anyone else to give any information about that person,
(d) the duties imposed by sections 790G 790H and 790HA do not apply to that person, and
(e) the person does not count for the purposes of any of sections 12A, 790LA, 790LC, 790LD, 790LE, 790LF, 790LG, 790LH and 790LM to 790LS as a registrable person or, as the case may be, a registrable relevant legal entity in relation to any company.
(3) The Secretary of State must not grant an exemption under this section unless the Secretary of State is satisfied that, having regard to any undertaking given by the person to be exempted, there are special reasons why that person should be exempted.
Required particulars
(1) The “required particulars” of an individual who is a registrable person are—
(a) name,
(b) a service address,
(c) the country or state (or part of the United Kingdom) in which the individual is usually resident,
(d) nationality,
(e) date of birth,
(f) usual residential address,
(g) the date on which the individual became a registrable person in relation to the company in question,
(h) the nature of his or her control over that company (see Schedule 1A), ...
(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) In the case of a person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual, the “required particulars” are—
(a) name,
(b) principal office,
(ba) a service address,
(c) the legal form of the person and the law by which it is governed,
(d) the date on which it became a registrable person in relation to the company in question, and
(e) the nature of its control over the company (see Schedule 1A).
(3) The “required particulars” of a registrable relevant legal entity are—
(a) corporate or firm name,
(b) ... principal office,
(ba) a service address,
(c) the legal form of the entity and the law by which it is governed,
(d) if applicable, the register of companies in which it is entered (including details of the state) and its registration number in that register,
(e) the date on which it became a registrable relevant legal entity in relation to the company in question, and
(f) the nature of its control over that company (see Schedule 1A).
(4) In this section “ name ”, in relation to an individual, means the individual’s forename and surname.
(4A) Where an individual is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual’s name because it forms part of the required particulars under this section may be satisfied by providing that title instead of the individual’s forename and surname.
(5) The Secretary of State may by regulations make further provision about the particulars required by subsections (1)(h), (2)(e) and (3)(f).
(6) Regulations under subsection (5) are subject to negative resolution procedure.
Required particulars: power to amend
(1) The Secretary of State may by regulations—
(a) amend section 790K so as to change the “ required particulars ” in relation to—
(i) an individual who is a registrable person;
(ii) a person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual;
(iii) a registrable relevant legal entity;
(b) repeal section 790K(4A).
(2) Regulations under this section are subject to affirmative resolution procedure.
CHAPTER 3 — Register of people with significant control
Duty to keep register
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Register to be kept available for inspection
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Rights to inspect and require copies
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PSC register: response to request for inspection or copy
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PSC register: refusal of inspection or default in providing copy
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PSC register: offences in connection with request for or disclosure of information
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Information as to state of register
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Protected information
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Removal of entries from the register
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Power of court to rectify register
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CHAPTER 4 — Alternative method of record-keeping
Introductory
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Right to make an election
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Effective date of election
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Effect of election on obligations under Chapter 3
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References to “confirmation” etc of information
For the purposes of this Part a company has had confirmation of—
(a) a person’s status as a registrable person or a registrable relevant legal entity in relation to the company,
(b) the required particulars of a person (see section 790K), or
(c) any other information about a person,
if the person has supplied that information to the company whether or not in pursuance of any duty imposed by this Part (and references to a company obtaining confirmation of information are to be read accordingly).
CHAPTER 2 — Information-gathering
Duty to find out about persons with significant control
A company to which this Part applies must take reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company and, if so, to identify them.
Obtaining information from third parties
(1) A company to which this Part applies may give a notice to a person under this section if it knows or has cause to believe that the person—
(a) knows the identity of someone who falls within subsection (2), or
(b) knows the identity of someone likely to have that knowledge.
(2) The persons who fall within this subsection are—
(a) a registrable person in relation to the company;
(b) a relevant legal entity in relation to the company;
(c) an entity which would be a relevant legal entity in relation to the company but for the fact that section 790C(6)(b) does not apply in respect of it.
(3) A company must give a notice under subsection (1) to a person (“a third party”) if the company—
(a) knows or has cause to believe that a person is a registrable person or a registrable relevant legal entity in relation to the company (“a suspected PSC”),
(b) is under a duty to give the suspected PSC a notice under section 790D but does not have the information that it needs in order to contact them, and
(c) knows or has cause to believe that the third party—
(i) knows the identity of the suspected PSC, or
(ii) knows the identity of someone likely to have that knowledge.
(4) A notice under subsection (1) must require the person to whom it is given (“ the recipient ”)—
(a) to inform the company whether the recipient knows the identity of any person who—
(i) falls within subsection (2), or
(ii) is likely to know the identity of anyone who falls within subsection (2), and
(b) if the recipient does, to give the company any information within the recipient’s knowledge that would allow the company to contact each such person.
(5) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.
(6) A person to whom a notice under subsection (1) is given is not required by that notice to disclose any information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.
(7) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.
(8) Regulations under subsection (7) are subject to negative resolution procedure.
(9) In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified.
Company’s duty to find out about persons ceasing to be PSCs
(1) This section applies if a company —
(a) knows or has cause to believe that a person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, but
(b) has not had confirmation that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not had confirmation of the date on which the person so ceased.
(2) The company must give the person a notice requiring the person—
(a) to inform the company whether the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and
(b) if the person has, to inform the company of the date on which the person so ceased.
(3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.
(4) The company must give the notice—
(a) as soon as reasonably practicable after the company becomes subject to the duty under subsection (2), and
(b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.
(5) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.
(6) Regulations under subsection (5) are subject to negative resolution procedure.
Company’s duty to notify failure to comply with notices
(1) A company must notify the registrar if a person fails to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it.
(1A) The notice must state the day on which the period mentioned in subsection (1) ends.
(1B) Where a company notifies the registrar that a person has failed to comply with a notice given by the company under section 790E or 790EA, the notice must state the person’s name.
(2) The notice must be given within the period of 14 days beginning with the end of the period specified in the notice under section 790D, 790DA, 790E or 790EA.
(3) In this section “ name ”, in relation to an individual, means their forename and surname.
Company’s duty to notify of late compliance with notices
(1) A company must notify the registrar if a person who has failed to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it subsequently complies.
(1A) The notice must state the day on which the person complied.
(1B) Where a company notifies the registrar in relation to the late compliance by a person with a notice given by the company under section 790E or 790EA, the notice must state the person’s name.
(2) The notice must be given within the period of 14 days beginning with the day on which the person complied with the notice under section 790D, 790DA, 790E or 790EA.
(3) In this section “ name ”, in relation to an individual, means their forename and surname.
Company’s duty to notify that it has given a restrictions notice
(1) A company that has issued a restrictions notice under paragraph 1(3) of Schedule 1B must notify the registrar.
(2) The notice must state the date on which the restrictions notice was given.
(3) The notice must be given within the period of 14 days beginning with the day on which the restrictions notice was given.
(4) In this section “ restrictions notice ” has the meaning given in paragraph 1(2) of Schedule 1B.
Company’s duty to notify that it has withdrawn a restrictions notice
(1) A company that has given a withdrawal notice must notify the registrar.
(2) The notice must state the date on which the withdrawal notice was given.
(3) The notice must be given within the period of 14 days beginning with the day on which the withdrawal notice was given.
(4) In this section “ withdrawal notice ” means a notice given by a company under paragraph 11 of Schedule 1B.
Company’s duty to notify that court has ended restrictions
(1) Where a court makes an order under paragraph 8 of Schedule 1B directing that a relevant interest in a company cease to be subject to restrictions set out in a restrictions notice given by the company, the company must give notice to the registrar.
(2) The notice must state—
(a) that the court has made an order under paragraph 8 of Schedule 1B directing that a relevant interest in the company cease to be subject to restrictions in a restrictions notice, and
(b) the date of the order.
(3) The notice must be given within the period of 14 days beginning with the day on which the company is made aware of the court’s order.
Duty to notify company of ceasing to be a PSC
(1) This section applies to a person if—
(a) the person knows that they have ceased to be a registrable person or a registrable relevant legal entity in relation to a company,
(b) the material in the register that is available for public inspection does not indicate the person as having ceased to be a registrable person or a registrable relevant legal entity in relation to a company, and
(c) the person has not informed the company of having ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not informed the company of the date on which the person so ceased.
(2) The person must inform the company—
(a) that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and
(b) of the date on which the person so ceased.
(3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met.
Power to impose further duties
Power to impose further duties involving nominee shareholders
(1) The Secretary of State may by regulations make further provision for the purpose of enabling a company to which this Part applies to find out about anyone who has become or ceased to be a person who is—
(a) a registrable person in relation to the company by virtue of shares being held by a nominee, or
(b) a registrable relevant legal entity in relation to the company by virtue of shares being held by a nominee.
(2) The regulations may, in particular—
(a) impose obligations on a company with a view to obtaining—
(i) information about whether a person has become or ceased to be a nominee shareholder;
(ii) if they have, information about: (A) the shareholding; (B) the nominee; (C) the person for whom the nominee holds or held the shares;
(iii) any other information required by the regulations;
(b) impose obligations on others (including nominees or former nominees) with a view to providing the company with—
(i) information of a kind described in paragraph (a)(i) or (ii);
(ii) any other information required by the regulations.
(3) The regulations may, in particular, make provision similar or corresponding to any of the preceding provisions of this Chapter.
(4) The provision that may be made by regulations under subsection (1) includes provision amending this Chapter.
(5) Regulations under this section are subject to affirmative resolution procedure.
CHAPTER 2A — Duty to notify registrar of persons with significant control and ID verification
Duty to notify registrar of persons with significant control
Duty to notify registrar of confirmed persons with significant control
(1) A company must give a notice to the registrar if it has had confirmation of—
(a) a person’s status as a registrable person or a registrable relevant legal entity in relation to the company, and
(b) the required particulars of the person (see section 790K).
(2) A notice under subsection (1) must—
(a) contain a statement of the required particulars, and
(b) state the date on which the company had confirmation as mentioned in that subsection.
(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.
(4) A company is not required to give a notice under this section in relation to a person if—
(a) the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and
(b) the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company.
(5) Nothing in section 126 (notice of trusts not receivable by registrar) affects the duty to give a notice under this section (or the receipt of that notice by the registrar).
Option to provide ID verification information in notice of change
(1) A notice under section 790LA(1) that relates to a registrable person may include a statement that the person’s identity is verified (see section 1110A).
(2) A notice under section 790LA(1) that relates to a registrable relevant legal entity may include a statement that—
(a) specifies the name of one of its relevant officers (within the meaning given by section 790LO(6)) who is an individual and whose identity is verified, and
(b) confirms that the individual’s identity is verified.
(3) If the notice includes a statement under subsection (2), it must be accompanied by a statement by the individual confirming that the individual is a relevant officer of the registrable relevant legal entity.
(4) To find out what happens if the option in subsection (1) or (2) is not exercised, see sections 790LM and 790LO.
(5) In subsection (1) “ registrable person ” does not include a person mentioned in section 790C(12)(a) to (d).
Duty to notify registrar of unconfirmed persons with significant control
(1) A company must give a notice to the registrar if—
(a) it knows or has cause to believe that a person has become a registrable person or a registrable relevant legal entity in relation to the company, but
(b) it has not yet had confirmation as mentioned in section 790LA(1).
(2) The notice must state—
(a) the matters mentioned in paragraph (a) and (b) of subsection (1), and
(b) the date on which the company first knew or had cause to believe that the person had become a registrable person or a registrable relevant legal entity in relation to the company.
(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company first knows or has cause to believe that the person has become a registrable person or a registrable relevant legal entity in relation to the company.
(4) Nothing in this section requires a company, on its incorporation, to give a notice in relation to a person included in the statement of initial significant control under section 12A.
Duty to notify registrar of changes in required particulars
Duties to notify of changes in required particulars
(1) A company must give a notice to the registrar if it—
(a) has had confirmation that there has been a change in the required particulars of a registrable person, or a registrable relevant legal entity, in relation to the company (see section 790K), and
(b) has had confirmation of how the required particulars have changed and the date on which they changed.
(2) The notice must state—
(a) the change in the required particulars,
(b) the date on which the change occurred, and
(c) the date on which the company had confirmation as mentioned in subsection (1).
(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.
(4) Nothing in section 126 (notice of trusts not receivable by registrar) affects the duty to give a notice under this section (or the receipt of that notice by the registrar).
Duty to notify of pre-incorporation changes in required particulars
(1) A company must give a notice to the registrar if it—
(a) has had confirmation that there was a pre-incorporation change in the required particulars of a proposed PSC (see section 790K), and
(b) has had confirmation of how the required particulars have changed and the date on which they changed.
(2) But a company is not required to give a notice under subsection (1) in respect of a person if it has given a notice under section 790LG in respect of the person.
(3) A notice under subsection (1) must state—
(a) the change in the required particulars,
(b) the date on which the change occurred, and
(c) the date on which the company had confirmation as mentioned in subsection (1).
(4) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.
(5) In this section—
“ pre-incorporation change ” means a change that occurred—
after the application for the registration of the company was delivered to the registrar, but
before the company was incorporated;
“ proposed PSC ”, in relation to a company, means a person who was named in a statement under section 12A(1)(a) as a person who would, on the company’s incorporation, become a registrable person or registrable relevant legal entity in relation to the company.
Duty to notify registrar of person ceasing to be person with significant control etc
Duty to notify registrar when person ceases to have significant control
(1) A company must give a notice to the registrar if it—
(a) has had confirmation that a person has ceased to be a registrable person or a registrable relevant legal entity in relation to it, and
(b) has had confirmation of the date on which the person so ceased.
(2) A notice under subsection (1) must state—
(a) the person’s name,
(b) the date on which the person ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and
(c) the date on which the company had confirmation as mentioned in subsection (1).
(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.
(4) In this section “ name ” means, in relation to an individual, their forename and surname.
Notification of someone not becoming person with significant control on incorporation
(1) A company must give a notice to the registrar if it knows or has cause to believe that a person named in the statement under section 12A(1)(a) as a person who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity did not so become.
(1A) A notice under subsection (1) must state the date on which the company first knew or had cause to believe the matter mentioned in that subsection.
(2) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company has the knowledge or cause to believe mentioned there.
Duty to notify registrar if company has no persons with significant control
(1) A company must give a notice to the registrar if it knows or has cause to believe that there is no person who is a registrable person or registrable relevant legal entity in relation to the company.
(2) A notice under subsection (1) must —
(a) state that the company has that knowledge or cause to believe, and
(b) specify the date on which the company first had that knowledge or cause to believe.
(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company first had the knowledge or cause to believe mentioned in that subsection.
(4) A company is not required to give a notice under this section if—
(a) the application for the registration of the company contained a statement of initial significant control stating that, on incorporation, there was no person who would become a registrable person or a registrable relevant legal entity in relation to the company, and
(b) the company has no cause to believe that at any time since its incorporation any person has become a registrable person or a registrable relevant legal entity in relation to the company.
(5) In this section “ statement of initial significant control ” means the statement referred to in section 12A (statement of initial significant control).
Power to create further duties to notify information
(1) The Secretary of State may by regulations impose further duties on a company to deliver information to the registrar about—
(a) registrable persons, or registrable relevant legal entities, in relation to the company (including information about whether it has any);
(b) compliance with Chapter 2 by the company or any person to whom the company has given a notice under that Chapter (including provision requiring a company to provide the registrar with a copy of any such notice, whether on request or otherwise).
(2) The provision that may be made by regulations under subsection (1) includes provision amending this Part.
(3) The consequential provision that may be made by regulations under subsection (1) by virtue of section 1292(1) also includes provision amending any other provision of this Act.
(4) Regulations under this section are subject to affirmative resolution procedure.
Persons with significant control: offence of failure to notify
(1) If a company fails, without reasonable excuse, to comply with section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH, or regulations under section 790LI, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(2) For this purpose a shadow director is treated as an officer of the company.
(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
Power of court to order company to remedy defaults or delay
(1) Where a company makes default in complying with section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH, or regulations under section 790LI, an application may be made to the court for an order requiring the company to deliver to the registrar the information (or statements) necessary to rectify the position.
(2) The application may be made by—
(a) any person aggrieved by the default,
(b) any member of the company, or
(c) any person who is a registrable person or a registrable relevant legal entity in relation to the company.
(3) On an application under subsection (1) the court may either refuse the application or may make the order and order the company to pay any damages sustained by any party aggrieved.
(4) On an application under subsection (1) the court may decide—
(a) any question as to whether the name of any person who is a party to the application should or should not be included in or omitted from information delivered to the registrar under this Chapter about persons who are a registrable person or a registrable relevant legal entity in relation to the company, and
(b) any question necessary or expedient to be decided for rectifying the position.
(5) Nothing in this section affects a person’s rights under section 1094 or 1096 (rectification of register).
Information as to whether information has been delivered
(1) A person may request a company to tell the person whether all of the information that it is required to deliver to the registrar under this Chapter has been delivered.
(2) The company must comply with the request within the period of 14 days beginning with the day on which the request is made.
(3) If the company fails, without reasonable excuse, to do so, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(5) Subsection (1) does not apply in relation to information if the company is aware that, by virtue of regulations under section 1088, the registrar is required to refrain from making that information available for public inspection.
Identity verification obligations for persons with significant control
Initial identity verification: registrable persons
(1) This section applies in the following cases.
Case 1 is where—
a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as someone who will, on the company’s incorporation, become a registrable person (“the registrable person”),
the application does not include a statement under section 12B(2) in respect of the registrable person or it appears to the registrar that the statement is false, and
the company has not given a notice under section 790LG(1) in respect of the person.
Case 2 is where—
the registrar is notified under section 790LF that a person has become a registrable person in relation to a company (“the registrable person”), and
the notice does not include a statement under section 790LB(1) or it appears to the registrar that the statement is false.
(2) The registrar must direct the registrable person to deliver to the registrar, within the period of 14 days beginning with the date of the direction, a statement confirming that the person’s identity is verified (see section 1110A).
(3) The registrar may by further direction extend that period by up to 14 days at a time.
(4) A direction under this section must be in writing.
(5) A direction given to a person under this section lapses if notice is later given under section 790LG(1) in respect of that person.
(6) In this section “ registrable person ” does not include a person mentioned in section 790C(12)(a) to (d).
Initial identity verification for registrable persons: transitional cases
(1) A person must deliver to the registrar the statement required by this section if the person—
(a) is a registrable person in relation to a company at any time during the appointed day, and
(b) either—
(i) became a registrable person on the incorporation of the company in pursuance of an application for registration delivered before section 12B(2) came fully into force, or
(ii) became a registrable person, otherwise than on the incorporation of the company, before the day on which section 790LB(1) came fully into force.
(2) The statement required by this section is a statement confirming that person’s identity is verified (see section 1110A).
(3) A statement required by this section must be delivered within the period of 14 days beginning with the appointed day.
(4) But the registrar may by direction in writing extend that period by up to 14 days at a time.
(5) In this section—
“ the appointed day ” means such day as the Secretary of State may by regulations appoint for the purposes of this section;
“ registrable person ” does not include a person mentioned in section 790C(12)(a) to (d).
(6) The appointed day must not be before sections 12B(2) and 790LB(1) have been brought fully into force.
Initial identity verification: registrable relevant legal entities
(1) This section applies in the following cases.
Case 1 is where—
a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as a person who will, on the company’s incorporation become a registrable relevant legal entity (“the entity”),
the application does not include a statement under section 12B(3) in respect of the entity, or is not accompanied by a statement under section 12B(4) by the person whose name is specified in the statement under section 12B(3), or it appears to the registrar that either statement is false, and
the company has not given a notice under section 790LG(1) in respect of the entity.
Case 2 is where—
the registrar is notified under section 790LA that a person has become a registrable relevant legal entity in relation to a company (“the entity”), and
the notice does not include a statement under section 790LB(2), or it is not accompanied by a statement under section 790LB(3), or it appears to the registrar that either statement is false.
(2) The registrar must direct the entity to deliver to the registrar, within the period of 28 days beginning with the date of the direction—
(a) a statement by the entity that—
(i) specifies the name of one of its relevant officers who is an individual and whose identity is verified, and
(ii) confirms that the individual’s identity is verified, and
(b) a statement by the individual confirming that the individual is a relevant officer of the entity.
(3) The registrar may by further direction extend that period by up to 28 days at a time.
(4) A direction under this section must be in writing.
(5) A direction given to an entity under this section lapses if notice is later given under section 790LG(1) in respect of that entity.
(6) In subsection (2) “relevant officer”—
(a) in relation to a company, means a director;
(b) in relation to a legal entity the affairs of which are managed by its members, means one of those members;
(c) in relation to any other legal entity, means an officer of the entity whose functions correspond to that of a director of a company.
Initial identity verification in respect of registrable relevant legal entities: transitional cases
(1) A person must deliver to the registrar the statements required by this section if the person—
(a) is a registrable relevant legal entity in relation to a company at any time during the appointed day, and
(b) either—
(i) became a registrable relevant legal entity on the incorporation of the company in pursuance of an application for registration delivered before section 12B(3) and (4) came fully into force, or
(ii) became a registrable relevant legal entity, otherwise than on the incorporation of the company, before section 790LB(2) and (3) came fully into force.
(2) The statements are—
(a) a statement by the entity that—
(i) specifies the name of one of its relevant officers who is an individual and whose identity is verified, and
(ii) confirms that the individual’s identity is verified, and
(b) a statement by the individual confirming that the individual is a relevant officer of the entity.
(3) The statements required by this section must be delivered within the period of 28 days beginning with the appointed day.
(4) But the registrar may by direction in writing extend that period by up to 28 days at a time.
(5) In this section—
“ the appointed day ” means such day as the Secretary of State may by regulations appoint for the purposes of this section;
“ relevant officer ” has the meaning given by section 790LO(6).
(6) The appointed day must not be before sections 12B(3) and (4) and 790LB(2) and (3) have been brought fully into force.
Registrable persons: duty to maintain verified identity status
(1) A registrable person in relation to a company must ensure that, throughout the relevant period, they maintain the status of a person whose identity is verified (see section 1110A).
(2) In this section “ the relevant period ” means the period—
(a) beginning with—
(i) the incorporation of the company, in a case where the person became a registrable person on its incorporation and the application for registration of the company included a statement under section 12B(2) in respect of the person,
(ii) the delivery to the registrar of a statement in respect of the person under section 790LB(1), in a case where the person became a registrable person after the incorporation of the company and such a statement was delivered to the registrar,
(iii) the expiry of the period for complying with the direction under section 790LM, in a case where a direction under that section is given to the person, and
(iv) the expiry of the period for complying with section 790LN, in a case where that section applies to the person, and
(b) ending on the giving of a notice to the registrar under section 790LF that the person has ceased to be a registrable person in relation to the company.
(3) In this section “ registrable person ” does not include a person mentioned in section 790C(12)(a) to (d).
Registrable relevant legal entities: duty to maintain registered officer whose identity is verified
(1) A registrable relevant legal entity in relation to a company must ensure that, throughout the relevant period, its registered officer—
(a) is a relevant officer of the entity, and
(b) is an individual whose identity is verified (see section 1110A).
(2) In this section “ registered officer ”, in relation to a registrable relevant legal entity, means—
(a) the person whose name is specified in—
(i) a statement delivered to the registrar in respect of the entity under section 12B(3) or 790LB(2),
(ii) a statement delivered to the registrar by the entity in pursuance of a direction under section 790LO(2), or
(iii) a statement delivered to the registrar under section 790LP(2),
unless the entity has changed its registered officer under section 790LS, or
(b) if the entity has changed its registered officer under section 790LS, the person specified in the latest notice under that section.
(3) In this section “ the relevant period ” means the period—
(a) beginning with—
(i) the incorporation of the company, in a case where the entity became a relevant registrable legal entity on the incorporation of the company and the application for registration of the company included a statement under section 12B(3) in respect of the entity,
(ii) the delivery to the registrar of a statement in respect of the registrable relevant legal entity under section 790LB(2), in a case where the entity became a relevant registrable legal entity after the incorporation of the company and such a statement was delivered to the registrar,
(iii) the expiry of the period for complying with the direction 790LO, in a case where the entity is given a direction under that section, and
(iv) the expiry of the period for complying with section 790LP, where that section applies to the entity, and
(b) ending with the giving of a notice to the registrar under section 790LF that the entity has ceased to be a relevant registrable legal entity in relation to the company,
but see subsection (4).
(4) If the registered officer of a registrable relevant legal entity ceases to be a relevant officer of that entity, “ the relevant period ” does not include the period of 28 days beginning with the day on which the person so ceases.
(5) In this section “ relevant officer ” has the meaning given by section 790LO(6).
Registrable relevant legal entities: change of registered relevant officer
(1) A registrable relevant legal entity may change its registered officer for the purposes of section 790LR by giving notice to the registrar.
(2) The notice must include a statement by the entity that the new registered officer—
(a) is a relevant officer of the entity, and
(b) is an individual whose identity is verified (see section 1110A).
(3) The notice must be accompanied by a statement by the individual who is the new registered officer confirming that the individual is a relevant officer of the registrable relevant legal entity.
(4) In this section “ relevant officer ” has the meaning given by section 790LO(6).
Offence of failing to comply with sections 790LM to 790LR
(1) It is an offence for a person to fail, without reasonable excuse, to comply with—
(a) any of the following sections—
section 790LN;
section 790LP;
section 790LQ;
section 790LR;
(b) a direction under section 790LM or 790LO.
(2) Where an offence under this section is committed by a registrable relevant legal entity, every officer of the entity who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
CHAPTER 3 — Register of people with significant control
Notification of changes to the registrar
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CHAPTER 4 — Alternative method of record-keeping
Duty to notify registrar of changes
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Information as to state of central register
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Power of court to order company to remedy default or delay
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Withdrawing the election
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Power to extend option to public companies
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CHAPTER 5 — Protection from disclosure
Protection of information as to usual residential address
(1) The provisions of sections 240 to 244 (directors' residential addresses: protection from disclosure) apply to information within subsection (2) as to protected information within the meaning of those sections.
(2) The information within this subsection is—
(a) information as to the usual residential address of a person with significant control over a company, and
(b) the information that such a person's service address is his or her usual residential address.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Power to make regulations protecting material
(1) The Secretary of State may by regulations—
(a) require a company to refrain from using, or refrain from disclosing, relevant PSC particulars except in circumstances specified in the regulations;
(b) confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, relevant PSC particulars except in circumstances specified in the regulations.
(2) “ Relevant PSC particulars ” means such particulars of a person with significant control over the company as may be prescribed.
(3) The reference in subsection (2) to a person with significant control over the company—
(a) includes a person who used to be such a person, but
(b) does not include any person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual.
(4) Regulations under subsection (1)(b) may make provision as to—
(a) who may make an application;
(b) the grounds on which an application may be made;
(c) the information to be included in and documents to accompany an application;
(d) how an application is to be determined;
(e) the notice to be given of an application and its outcome;
(f) the duration of and procedures for revoking the restrictions on use and disclosure.
(5) Provision under subsection (4) may in particular—
(a) confer a discretion on the registrar;
(b) provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
(6) Regulations under this section are subject to affirmative resolution procedure.
(7) Nothing in this section or in regulations made under it affects the use or disclosure of particulars of a person in any other capacity (for example, the use or disclosure of particulars of a person in that person‘s capacity as a member or director of the company).
Offence of failing to comply with regulations under section 790ZG
(1) If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under subsection 790ZG, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(2) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
Contains public sector information licensed under the Open Government Licence v3.0 (legislation.gov.uk).
