Small Business, Enterprise and Employment Bill (HC Bill 11)

(3) The notice, if addressed to an individual, must require the
addressee—

(a) 30to state whether or not he or she is a registrable person in
relation to the company (within the meaning of this Part), and

(b) if so, to confirm or correct any particulars of his or hers that
are included in the notice, and supply any that are missing.

(4) The notice, if addressed to a legal entity, must require the
35addressee—

(a) to state whether or not it is a relevant legal entity in relation
to the company (within the meaning of this Part), and

(b) if so, to confirm or correct any of its particulars that are
included in the notice, and supply any that are missing.

(5) 40A company to which this Part applies may also give notice to a
person under this section if it knows or has reasonable cause to
believe that the person—

(a) knows the identity of someone who is a registrable person or
a relevant legal entity in relation to the company, or

(b) knows the identity of someone likely to have that knowledge.

(6) A notice under subsection (5) may require the addressee—

(a) 5to state whether or not the addressee knows the identity of—

(i) any registrable person or relevant legal entity in
relation to the company, or

(ii) any person likely to have that knowledge, and

(b) if so, to supply any particulars of theirs that are within the
10addressee’s knowledge, and state whether or not the
particulars are being supplied with the knowledge of each of
the persons concerned.

(7) A notice under this section must specify the period within which the
addressee must comply with the notice (that period must be a
15reasonable one but it must not exceed 3 months from the date of the
notice).

(8) The Secretary of State may by regulations make further provision
about the giving of notices under this section, including the form and
content of any such notices and the manner in which they must be
20given.

(9) Regulations under subsection (8) are subject to negative resolution
procedure.

(10) A company is not required to take steps or give notice under this
section with respect to a registrable person or relevant legal entity
25if—

(a) the company has already been informed of the person’s
status as a registrable person or relevant legal entity in
relation to it, and been supplied with all the particulars, and

(b) in the case of a registrable person, the information and
30particulars were provided either by the person concerned or
with his or her knowledge.

(11) In this section—

(a) a reference to knowing the identity of a person includes
knowing information from which that person can be
35identified, and

(b) “particulars” means—

(i) in the case of a registrable person or a relevant legal
entity, the required particulars (see section 790K), and

(ii) in any other case, any particulars that will allow the
40person to be contacted by the company.

790E Company’s duty to keep information up-to-date

(1) This section applies if particulars of a registrable person or relevant
legal entity are stated in a company’s PSC register.

(2) The company must give notice to the person or entity if the company
45knows or has reasonable cause to believe that a relevant change has
occurred.

(3) In the case of a registrable person, a “relevant change” occurs if—

(a) the person ceases to be a registrable person in relation to the
company, or

(b) any other change occurs as a result of which the particulars
stated for the person in the PSC register are incorrect or
5incomplete.

(4) In the case of a relevant legal entity, a “relevant change” occurs if—

(a) the entity ceases to be a relevant legal entity in relation to the
company, or

(b) any other change occurs as a result of which the particulars
10stated for the entity in the PSC register are incorrect or
incomplete.

(5) The company must give the notice as soon as reasonably practicable
after it learns of the change or first has reasonable cause to believe
that the change has occurred.

(6) 15The notice must require the addressee—

(a) to confirm whether or not the change has occurred, and

(b) if so—

(i) to state the date of the change, and

(ii) to confirm or correct the particulars included in the
20notice, and supply any that are missing from the
notice.

(7) The notice must specify the period within which the addressee must
comply with it (that period must be a reasonable one but it must not
exceed 3 months from the date of the notice).

(8) 25Subsections (8) and (9) of section 790D apply to notices under this
section as to notices under that section.

(9) A company is not required to give notice under this section if—

(a) the company has already been informed of the relevant
change, and

(b) 30in the case of a registrable person, that information was
provided either by the person concerned or with his or her
knowledge.

790F Failure by company to comply with information duties

(1) If a company fails to comply with a duty under section 790D or 790E
35to take steps or give 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
40exceeding 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
45twelve 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 on others

790G 5Duty to supply information

(1) This section applies to a person if—

(a) the person is a registrable person or a relevant legal entity in
relation to a company,

(b) the person knows that to be the case or ought reasonably to
10do so,

(c) the required particulars of the person are not stated in the
company’s PSC register,

(d) the person has not received notice from the company under
section 790D(2), and

(e) 15the circumstances described in paragraphs (a) to (d) have
continued for a period of at least 28 days.

(2) The person must—

(a) notify the company of the person’s status (as a registrable
person or relevant legal entity) in relation to the company,

(b) 20state the date, to the best of the person’s knowledge, on
which the person acquired that status, and

(c) give the company the required particulars (see section 790K).

(3) The duty under subsection (2) must be complied with by the end of
the period of 14 days beginning with the day on which all the
25conditions in subsection (1)(a) to (e) were first met with respect to the
person.

790H Duty to update information

(1) This section applies to a person if—

(a) the required particulars of the person (whether a registrable
30person or a relevant legal entity) are stated in a company’s
PSC register,

(b) a relevant change occurs,

(c) the person knows of the change or ought reasonably to do so,

(d) the company’s PSC register has not been altered to reflect the
35change, and

(e) the person has not received notice from the company under
section 790E by the end of the period of 28 days beginning
with the day on which the change occurred.

(2) The person must—

(a) 40notify the company of the change,

(b) state the date on which it occurred, and

(c) give the company any information needed to update the PSC
register.

(3) The duty under subsection (2) must be complied with by the later
45of—

(a) the end of the period of 42 days beginning with the day on
which the change occurred, and

(b) the end of the period of 14 days beginning with the day on
which the person discovered the change.

(4) 5“Relevant change” has the same meaning as in section 790E.

Compliance

790I Enforcement of disclosure requirements

Schedule 1B contains provisions for when a person (whether an
individual or a legal entity) fails to comply with a notice under
10section 790D or 790E or a duty under section 790G or 790H.

Exemption from information and registration requirements

790J Power to make exemptions

(1) The Secretary of State may exempt a person (whether an individual
or a legal entity) under this section.

(2) 15The effect of an exemption is—

(a) the person is not required to comply with any notice under
section 790D(2) or 790E (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) 20companies are not obliged to take steps or give notice under
those sections to or with respect to that person,

(c) notices under section 790D(5) do not require anyone else to
give any information about that person,

(d) the duties imposed by sections 790G and 790H do not apply
25to that person, and

(e) the person does not count for the purposes of section 790M as
a registrable person or, as the case may be, a relevant legal
entity in relation to any company.

(3) The Secretary of State must not grant an exemption under this
30section 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

790K Required particulars

(1) 35The “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
40the 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, and

(h) the nature of his or her control over that company (see the
specified conditions in Schedule 1A).

(2) 5In 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,

(c) 10the 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 the specified
15conditions in Schedule 1A).

(3) The “required particulars” of a relevant legal entity are—

(a) corporate or firm name,

(b) registered or principal office,

(c) the legal form of the entity and the law by which it is
20governed,

(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 relevant legal entity in relation
25to the company in question, and

(f) the nature of its control over that company (see the specified
conditions in Schedule 1A).

(4) Section 163(2) (particulars of directors to be registered: individuals)
applies for the purposes of subsection (1).

(5) 30The 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.

790L Required particulars: power to amend

(1) 35The Secretary of State may by regulations amend section 790K so as
to add to or remove from any of the lists of required particulars.

(2) Regulations under this section are subject to affirmative resolution
procedure.

CHAPTER 3 Register of people with significant control

790M 40Duty to keep register

(1) A company to which this Part applies must keep a register of people
with significant control over the company.

(2) The required particulars of any individual with significant control
over the company who is “registrable” in relation to the company
must be entered in the register once all the required particulars of
that individual have been confirmed.

(3) 5The company must not enter any of the individual’s particulars in
the register until they have all been confirmed.

(4) Particulars of any individual with significant control over the
company who is “non-registrable” in relation to the company must
not be entered in the register.

(5) 10But the required particulars of any entity that is a relevant legal
entity in relation to the company must be noted in the register once
the company becomes aware of the entity’s status as such.

(6) If the company becomes aware of a relevant change (within the
meaning of section 790E) with respect to a registrable person or
15relevant legal entity whose particulars are stated in the register—

(a) details of the change and the date on which it occurred must
be entered in the register, but

(b) in the case of a registrable person, the details and date must
not be entered there until they have all been confirmed.

(7) 20The Secretary of State may by regulations require additional matters
to be noted in a company’s PSC register.

(8) Regulations under subsection (7) are subject to affirmative resolution
procedure.

(9) A person’s required particulars, and the details and date of any
25relevant change with respect to a person, are considered for the
purposes of this section to have been “confirmed” if—

(a) the person supplied or confirmed them to the company
(whether voluntarily, pursuant to a duty imposed by this
Part or otherwise), or

(b) 30another person did so but with that person’s knowledge, or

(c) they were included in a statement of initial significant control
delivered to the registrar under section 9 by subscribers
wishing to form the company.

(10) In the case of someone who was a registrable person or a relevant
35legal entity in relation to the company on its incorporation—

(a) the date to be entered in the register as the date on which the
individual became a registrable person, or the entity became
a relevant legal entity, is to be the date of incorporation, and

(b) in the case of a registrable person, that particular is deemed
40to have been “confirmed”.

(11) For the purposes of this section—

(a) if a person’s usual residential address is the same as his or her
service address, the entry for him or her in the register may
state that fact instead of repeating the address (but this does
45not apply in a case where the service address is stated to be
“The company’s registered office”);

(b) nothing in section 126 (trusts not to be entered on register)
affects what may be entered in a company’s PSC register or is