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142 Power of Secretary of State to waive repayment requirement

(1) The Secretary of State may waive the whole or any part of any repayment
required by virtue of section 140(1).

(2) A waiver may be given in respect of—

(a) 5a particular exit payee, or

(b) a description of exit payees.

(3) The exit payments regulations may—

(a) make provision for a waiver to be given only—

(i) with the consent of the Treasury, or

(ii) 10following compliance with any directions given by the
Treasury, and

(b) make provision as to the publication of information about any waivers
given.

(4) The exit payments regulations may make provision for the power conferred on
15the Secretary of State by subsection (1) to be exercised instead—

(a) by the Scottish Ministers, in relation to qualifying exit payments made
by responsible authorities who wholly or mainly exercise functions
which would be within devolved competence (within the meaning of
section 54 of the Scotland Act 1998);

(b) 20by the Department of Finance and Personnel in Northern Ireland, in
relation to qualifying exit payments made by responsible authorities
who wholly or mainly exercise functions which could be conferred by
provision included in an Act of the Northern Ireland Assembly made
without the consent of the Secretary of State (see sections 6 to 8 of the
25Northern Ireland Act 1998);

(c) by the Welsh Ministers, in relation to qualifying exit payments made by
responsible authorities who wholly or mainly exercise functions which
could be conferred by provision falling within the legislative
competence of the National Assembly for Wales (as defined in section
30108 of the Government of Wales Act 2006).

Part 12 General

143 Consequential amendments, repeals and revocations

(1) A Minister of the Crown may by regulations make such provision as the
35Minister considers appropriate in consequence of this Act.

(2) The power conferred by subsection (1) includes power—

(a) to make transitional, transitory or saving provision;

(b) to amend, repeal, revoke or otherwise modify any provision made by
or under an enactment (including an enactment contained in this Act
40and any enactment passed or made in the same Session as this Act).

(3) Subject to subsection (4)(b), regulations under this section which amend, repeal
or revoke any provision of primary legislation are subject to affirmative
resolution procedure.

(4) Regulations under this section which—

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(a) do not amend, repeal or revoke any provision of primary legislation, or

(b) amend, repeal or revoke any provision of primary legislation only in
connection with there ceasing to be any share warrants (see section 73),

are subject to negative resolution procedure.

(5) 5In this Part—

144 15Transitional, transitory or saving provision

A Minister of the Crown may by regulations make such transitional, transitory
or saving provision as the Minister considers appropriate in connection with
the coming into force of this Act.

145 Supplementary provision about regulations

(1) 20Regulations under this Act, other than regulations made by the Scottish
Ministers under section 1 or 114, are to be made by statutory instrument.

(2) Regulations under this Act may—

(a) make different provision for different purposes or cases;

(b) make different provision for different areas;

(c) 25make provision generally or for specific cases;

(d) make provision subject to exceptions;

(e) make incidental, supplementary, consequential, transitional or
transitory provision or savings.

(3) Where regulations under this Act are subject to “negative resolution
30procedure” the statutory instrument containing the regulations is subject to
annulment in pursuance of a resolution of either House of Parliament.

(4) Where regulations under this Act are subject to “affirmative resolution
procedure” the regulations may not be made unless a draft of the statutory
instrument containing them has been laid before Parliament and approved by
35a resolution of each House of Parliament.

(5) Any provision that may be made by regulations under this Act for which no
Parliamentary procedure is prescribed may be made by regulations subject to
negative or affirmative resolution procedure.

(6) Any provision that may be made by regulations under this Act subject to
40negative resolution procedure may be made by regulations subject to
affirmative resolution procedure.

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146 Financial provisions

There is to be paid out of money provided by Parliament—

(a) any expenditure incurred under or by virtue of this Act by a Minister of the
Crown, and

(b) 5any increase attributable to this Act in the sums payable under any other Act
out of money so provided.

147 Extent

(1) Subject to subsections (2) to (4), this Act extends to England and Wales,
Scotland and Northern Ireland.

(2) 10Any amendment, repeal or revocation made by this Act has the same extent as
the enactment amended, repealed or revoked, except the amendments made
by section 102, which extend as mentioned in subsection (1).

(3) Part

4

15 extends to England and Wales only.

(4) In Part

10

, sections 114 and 132 to 134 and Schedule 10 extend to England and
Wales and Scotland only.

148 20Commencement

(1) The provisions of this Act come into force on such day as a Minister of the
Crown may by regulations appoint, subject to subsections (2) and (3).

(2) The following provisions of this Act come into force on the day this Act is
passed—

(a) 25in Part

1

, sections 4 and 5 (provision of credit information);

(b) in Part

3

30, section 33 (regulations about procurement);

(c) in Part

11

, section 137 (employment tribunal procedure regulations:
postponements);

(d) 35this Part.

(3) The following provisions of this Act come into force at the end of the period of
two months beginning with the day on which this Act is passed—

(a) in Part

1

40

(i) sections 1 and 2 (power to invalidate certain restrictive terms of
business contracts),

(ii) section 3 (companies: duty to publish report on payment
practices),

(iii) 45sections 6 and 7 (VAT registration information),

(iv) sections 8 to 10 (exports), and

(v) section 12 (restriction on powers of the Payment Systems
Regulator);

(b) in Part

502

(i) sections 13 and 14 (streamlined company registration),

(ii) sections 18 to 24 (business impact target),

(iii) section 30 (definitions of small and micro business), and

(iv) 55section 31 (CMA to publish recommendations on proposals for
Westminster legislation);

(c) in Part

3

, section 34 (investigation of procurement functions);

(d) 60in Part

4

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(i) section 36 (the Pubs Code),

(ii) sections 59 to 62 (interpretation of Part 4), and

(iii) section 63 (regulations under Part 4);

(e) in Part

55

, section 64 (exemption from requirement to register as early
years provider);

(f) Part

6

10;

(g) in Part

7

(i) section 72 (amendment of section 813 of the Companies Act
152006),

(ii) sections 73 to 75 and Schedule 4 (abolition of share warrants to
bearer), and

(iii) sections 78 and 79 (shadow directors);

(h) in Part

208

(i) section 83 (recording of optional information on register),

(ii) section 87 (address of company registered office);

(i) in Part

2510

(i) sections 108 and 109 (removing requirements to seek sanction),

(ii) sections 115 to 118 (administration),

(iii) sections 119 and 120 (small debts),

(iv) 30sections 122 and 123 (voluntary arrangements), and

(v) section 124 (voluntary winding-up: progress reports).

(4) Before making regulations under subsection (1) in relation to section 100 and
Schedule 8, the Secretary of State must consult the Department of Enterprise,
Trade and Investment in Northern Ireland.

149 35Short title

This Act may be cited as the Small Business, Enterprise and Employment Act
2015.

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SCHEDULES

Section 35

SCHEDULE 1 The Pubs Code Adjudicator

Part 1 5The Pubs Code Adjudicator

Status

1 The Adjudicator is a corporation sole.

2 The Adjudicator carries out functions on behalf of the Crown.

Appointment

3 10The Adjudicator is to be appointed by the Secretary of State.

Deputy Adjudicator

4 The Secretary of State may appoint a Deputy Adjudicator.

5 The Deputy Adjudicator may carry out any of the Adjudicator’s functions.

Term of office etc

6 15A person holds and vacates office as the Adjudicator or Deputy Adjudicator
in accordance with the terms of the appointment, but—

(a) the initial term of office may not be more than 4 years,

(b) a person may be appointed for no more than 2 further terms of office,

(c) a further term may not be more than 3 years,

(d) 20the person may resign by giving written notice to the Secretary of
State, and

(e) the Secretary of State may dismiss the person if satisfied that the
person is unable, unwilling or unfit to perform the person’s
functions.

7 25Service as the Adjudicator, or as the Deputy Adjudicator, is not service in the
civil service of the state.

Remuneration

8 (1) The Adjudicator may pay to or in respect of the person holding office as the
Adjudicator or Deputy Adjudicator—

(a) 30remuneration;

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(b) allowances;

(c) sums by way of or in respect of pensions.

(2) The Secretary of State must determine rates and eligibility criteria for the
payments.

5Staff

9 (1) The Adjudicator may make arrangements with the Secretary of State or any
other public authority for staff to be seconded to the Adjudicator.

(2) The arrangements may include provision for payments by the Adjudicator.

Conflicts of interest

10 (1) 10The Adjudicator must make procedural arrangements for dealing with any
conflict of interest affecting—

(a) the Adjudicator,

(b) the Deputy Adjudicator, or

(c) staff working for the Adjudicator.

(2) 15The Adjudicator must consult the Secretary of State before making or
revising the arrangements.

(3) The Adjudicator must publish a summary of the arrangements.

11 (1) This paragraph applies if both the Adjudicator and the Deputy Adjudicator
are unable to act in relation to a matter because of conflicts of interest.

(2) 20The Secretary of State must appoint a person to act as a Deputy Adjudicator
if asked to do so by the Adjudicator.

(3) An acting Deputy Adjudicator may carry out any of the Adjudicator’s
functions for the purpose of dealing with the matter in respect of which the
acting Deputy Adjudicator is appointed.

(4) 25A person holds and vacates office as an acting Deputy Adjudicator in
accordance with the terms of the person’s appointment (subject to sub-
paragraph (5)).

(5) Paragraphs 6(d) and (e), 7 and 8 apply to an acting Deputy Adjudicator as
they apply to the Deputy Adjudicator.

30Validity of acts

12 A defect in appointment does not affect the validity of things done by—

(a) the Adjudicator,

(b) the Deputy Adjudicator, or

(c) an acting Deputy Adjudicator.

35Application of seal and proof of documents

13 The application of the Adjudicator’s seal must be authenticated by the
signature of—

(a) the Adjudicator, or

(b) some other person who has been authorised by the Adjudicator for
40that purpose (whether generally or specially).

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14 A document purporting to be duly executed under the seal—

(a) is to be received in evidence, and

(b) is to be treated as duly executed unless the contrary is shown.

Accounts

15 (1) 5The Adjudicator must keep proper accounts and proper records in relation
to the accounts.

(2) For each financial year, the Adjudicator must prepare a statement of
accounts in respect of that financial year.

(3) The statement must be in whatever form the Secretary of State directs.

(4) 10The Adjudicator must send a copy of the statement, within a period
specified by the Secretary of State, to—

(a) the Secretary of State, and

(b) the Comptroller and Auditor General.

(5) After the Adjudicator has sent a copy of a statement of accounts to the
15Comptroller and Auditor General, the Comptroller and Auditor General
must—

(a) examine, certify and report on the statement, and

(b) send a copy of the certified statement and the report to the Secretary
of State as soon as possible.

(6) 20The Secretary of State must lay before Parliament a copy of the certified
statement and the report.

Incidental powers

16 The Adjudicator may do anything that is calculated to facilitate the carrying
out of the Adjudicator’s functions or is conducive or incidental to the
25carrying out of those functions.

Assistance from the Secretary of State

17 The Secretary of State may provide staff, premises, facilities or other assistance to the
Adjudicator (with or without charge).

Exemption from liability for damages

18 (1) 30The following are exempt from liability in damages for anything done or
omitted in the exercise or purported exercise of their functions—

(a) the Adjudicator;

(b) the Deputy Adjudicator;

(c) acting Deputy Adjudicators;

(d) 35staff working for the Adjudicator.

(2) Sub-paragraph (1) does not apply—

(a) if the act or omission is shown to have been in bad faith, or

(b) so as to prevent an award of damages made in respect of an act or
omission on the ground that the act or omission was unlawful as a
40result of section 6(1) of the Human Rights Act 1998.

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Part 2 Information powers of the Pubs Code Adjudicator

19 (1) The Adjudicator may, for the purposes of an investigation, require a
person—

(a) 5to provide documents in the person’s possession or control;

(b) to provide other information in the person’s possession or control.

(2) The Adjudicator may, for the purposes of monitoring whether a pub-
owning business has followed a recommendation made under section 47,
require the business—

(a) 10to provide documents in the possession or control of the business;

(b) to provide other information in the possession or control of the
business.

(3) Where the Pubs Code confers functions on the Adjudicator in relation to the
provision of parallel rent assessments by pub-owning businesses, the
15Adjudicator may, for the purposes of exercising those functions, require a
person—

(a) to provide documents in the person’s possession or control;

(b) to provide other information in the person’s possession or control.

(4) A requirement imposed under this paragraph may include a requirement
20for information to be provided orally.

(5) A requirement is imposed by giving written notice specifying—

(a) to whom the information is to be provided,

(b) where it is to be provided,

(c) when, or the time by which, it is to be provided, and

(d) 25the form and manner in which it is to be provided.

(6) A notice must also explain the possible consequences of failing to comply.

(7) If a notice requires an individual to attend at a particular place, the
Adjudicator must offer to pay necessary travelling expenses.

(8) A person may not be required under this paragraph to do anything that the
30person could not be compelled to do in civil proceedings before the High
Court.

20 (1) It is an offence for a person intentionally to fail to comply with a requirement
under this Part of this Schedule.

(2) It is a defence for a person charged with that offence to prove that there was
35a reasonable excuse for the person’s failure.

21 It is an offence for a person knowingly to provide false information in
response to a requirement under this Part of this Schedule.

22 A person guilty of an offence under this Part of this Schedule is liable—

(a) on summary conviction, to a fine;

(b) 40on conviction on indictment, to a fine.

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Part 3 Amendments of legislation

23 In Schedule 2 to the Parliamentary Commissioner Act 1967 (departments etc
subject to investigation) at the appropriate place insert—

24 In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975
(other disqualifying offices) at the appropriate place insert—

25 In Part 6 of Schedule 1 to the Freedom of Information Act 2000 (public
10authorities) at the appropriate place insert—

26 In each of Schedules 14 and 15 to the Enterprise Act 2002 (provisions about
disclosure of information) at the appropriate place insert—

Section 66

SCHEDULE 2 Registration of childcare: premises

Childcare Act 2006

1 The Childcare Act 2006 is amended in accordance with paragraphs 2 to 19.

2 20In section 34 (requirement to register: other early years providers)—

(a) in subsection (1), omit “in respect of the premises”;

(b) in subsection (1A)(a) and (b), omit “in respect of the premises”.

3 In section 36 (applications for registration: other early years providers)—

(a) in subsection (1), omit “on any premises” and “in respect of the
25premises”;

(b) in subsection (1A), omit “on any premises”;

(c) in subsection (1A)(a) and (b), omit “in respect of the premises”.

4 In section 37 (entry on the register and certificates), in subsection (2)(a) omit
“, in respect of the premises in question”.

5 30In section 37A (early years childminder agencies: registers and certificates),
in subsection (2)(a) omit “, in respect of the premises in question”.

6 In section 53 (requirement to register: other later years providers)—

(a) in subsection (1), omit “in respect of the premises”;

(b) in subsection (1A), in paragraphs (a) and (b) omit “in respect of the
35premises”.

7 In section 55 (applications for registration: other later years providers)—

(a) in subsection (1), omit “on any premises” and “in respect of the
premises”;

(b) in subsection (1A), omit “on any premises”;

Small Business, Enterprise and Employment BillPage 139

(c) in subsection (1A)(a) and (b), omit “in respect of the premises”.

8 In section 56 (entry on the register and certificates), in subsection (2)(a) omit
“, in respect of the premises in question”.

9 In section 56A (later years childminder agencies: registers and certificates),
5in subsection (2)(a) omit “, in respect of the premises in question”.

10 In section 57 (special procedure for providers registered in the early years
register), in subsection (2) omit “in respect of particular premises”, “on the
same premises” and “, in respect of the premises”.

11 In section 57A (special procedure for providers registered with early years
10childminder agencies)—

(a) in subsection (3), omit “in respect of particular premises”;

(b) in subsection (4), omit “on the same premises” and “, in respect of the
premises”.

12 In section 63 (applications for registration on the general register: other
15childcare providers), in subsection (1), omit “in respect of the premises”.

13 In section 64 (entry on the register and certificates), in subsection (2), omit “,
in respect of the premises in question”.

14 In section 65 (special procedure for persons already registered in a childcare
register), in subsection (2) omit “in respect of particular premises”, “in
20respect of the same premises” and “, in respect of the premises”.

15 In section 65A (procedure for persons already registered with a childminder
agency)—

(a) in subsection (3), omit “in respect of particular premises” and “the
provision on the same premises of”;

(b) 25in subsection (4), omit “, in respect of the premises”.

16 In section 69 (suspension of registration in a childcare register: early years
and later years providers)—

(a) after subsection (1) insert—

(1A) Regulations under subsection (1) may in particular provide
30that registration may be suspended generally or only in
relation to particular premises.;

(b) in subsection (3), for the words after “childminder” substitute

(a) may not provide early years childminding at any time
when his registration under that Chapter is
35suspended generally in accordance with regulations
under this section;

(b) may not provide early years childminding on
particular premises at any time when his registration
under that Chapter is suspended in relation to those
40premises in accordance with regulations under this
section.;

(c) in subsection (4), for the words after “childminder” substitute

(a) may not provide later years childminding at any time
when his registration under that Chapter is
45suspended generally in accordance with regulations
under this section;

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(b) may not provide later years childminding on
particular premises at any time when his registration
under that Chapter is suspended in relation to those
premises in accordance with regulations under this
5section.;

(d) in subsection (6), for the words after “childminder” substitute

(a) may not provide early years provision at any time
when his registration under that Chapter is
suspended generally in accordance with regulations
10under this section;

(b) may not provide early years provision on particular
premises at any time when his registration under that
Chapter is suspended in relation to those premises in
accordance with regulations under this section.;

(e) 15in subsection (7), for the words after “childminder” substitute

(a) may not provide later years provision, for a child who
has not attained the age of 8, at any time when his
registration under that Chapter is suspended
generally in accordance with regulations under this
20section;

(b) may not provide later years provision, for a child who
has not attained the age of 8, on particular premises at
any time when his registration under that Chapter is
suspended in relation to those premises in accordance
25with regulations under this section.

17 After section 85 (offence of making false or misleading statement) insert—

85A Offence of providing provision other than on approved premises

The Secretary of State may by regulations provide—

(a) that a person who without reasonable excuse fails to comply
30with a prescribed requirement falling within section 35(5)(b),
36(5)(b), 54(5)(b) or 55(5)(b) (premises) is guilty of an offence,
and

(b) that a person guilty of the offence is liable on summary
conviction to a fine.

18 35Omit section 94 (power to amend Part 3: applications in respect of multiple
premises).

19 Omit section 105(3)(c) (procedure for an order under section 94) and the “or”
immediately preceding it.

Water Industry Act 1991

20 40In paragraph 12(1) of Schedule 4A to the Water Industry Act 1991 (premises
that are not to be disconnected) omit “in respect of the premises”.

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Section 70

SCHEDULE 3 Register of people with significant control

Part 1 Duty to obtain information and keep register

1 5After Part 21 of the Companies Act 2006 insert—

Part 21A Information about people with significant control

CHAPTER 1 Introduction
790A Overview

10This 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) 15Chapter 2 imposes duties on companies to gather
information, and on others to supply information, to enable
companies to keep the register required by Chapter 3,

(c) Chapter 3 requires companies to keep a register, referred to
as a register of people with significant control over the
20company, and to make the register available to the public,

(d) Chapter 4 gives private companies the option of using an
alternative method of record-keeping, and

(e) Chapter 5 makes provision for excluding certain material
from the information available to the public.

790B 25Companies to which this Part applies

(1) This Part applies to companies other than—

(a) DTR5 issuers, and

(b) companies of any description specified by the Secretary of
State by regulations.

(2) 30In 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) broadly similar to the ones
applying to DTR5 issuers.

(3) 35A “DTR5 issuer” is an issuer to which Chapter 5 of the Disclosure
Rules and Transparency Rules sourcebook made by the Financial
Conduct Authority (as amended or replaced from time to time)
applies.

(4) Regulations under this section are subject to negative resolution
40procedure.

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790C 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
5conditions in relation to the company.

(3) The “specified conditions” are those specified in Part 1 of Schedule
1A.

(4) It does not matter whether the individual meets the condition alone
or jointly with others, for example as one of a number of trustees of
10a trust or members of a firm that is not a legal person.

(5) 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 have that control by virtue
only of having significant control over some other legal entity
15that 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.

(6) 20Subsections (2) to (4) and Schedule 1A apply in determining under
subsection (5) whether someone has significant control over some
other legal entity (reading references in those provisions to the
company as references to that other entity).

(7) A “legal entity” is a body corporate or a firm that is a legal person
25under the law by which it is governed.

(8) 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) 30it is subject to its own disclosure requirements.

(9) 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),

(b) it is a DTR5 issuer,

(c) 35it 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.

(10) The register that a company is required to keep under section 790M
40(register of people with significant control over a company) is
referred to as the company’s “PSC register”.

(11) In deciding whether to specify a description of legal entity under
paragraph (d) of subsection (9), the Secretary of State is to have
regard to the extent to which entities of that description are bound by
45disclosure and transparency rules (in the United Kingdom or

Small Business, Enterprise and Employment BillPage 143

elsewhere) broadly similar 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
5read 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
10territory 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) 15Regulations under this section are subject to negative resolution
procedure.

CHAPTER 2 Information-gathering

Duty on companies

790D Company’s duty to investigate and obtain information

(1) 20A company to which this Part applies must take reasonable steps—

(a) to find out if there is anyone who is a registrable person or a
relevant legal entity in relation to the company, and

(b) if so, to identify them.

(2) Without limiting subsection (1), a company to which this Part applies
25must give notice to anyone whom it knows or has reasonable cause
to believe to be a registrable person or a relevant legal entity in
relation to it.

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