receivable by the registrar in relation to people with
significant control over a company (even if they are members
of the company);

(c) see section 790J (exemptions) for cases where a person does
5not count as a registrable person or a relevant legal entity.

(12) If a company makes default in complying with this section, an
offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(13) 10A 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.

790N Register to be kept available for inspection

(1) 15A company’s PSC register must be kept available for inspection—

(a) at its registered office, or

(b) at a place specified in regulations under section 1136.

(2) A company must give notice to the registrar of the place where its
PSC register is kept available for inspection and of any change in that
20place.

(3) No such notice is required if the register has, at all times since it came
into existence, been kept available for inspection at the company’s
registered office.

(4) If a company makes default for 14 days in complying with subsection
25(2), an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(5) 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,
30for continued contravention, a daily default fine not exceeding one-
tenth of level 3 on the standard scale.

790O Rights to inspect and require copies

(1) A company’s PSC register must be open to the inspection of any
person without charge.

(2) 35Any person may require a copy of a company’s PSC register, or any
part of it, on payment of such fee as may be prescribed.

(3) A person seeking to exercise either of the rights conferred by this
section must make a request to the company to that effect.

(4) The request must contain the following information—

(a) 40in the case of an individual, his or her name and address,

(b) in the case of an organisation, the name and address of an
individual responsible for making the request on behalf of
the organisation,

(c) the purpose for which the information is to be used, and

(d) whether the information will be disclosed to any other
person, and if so—

(i) where that person is an individual, his or her name
and address,

(ii) 5where that person is an organisation, the name and
address of an individual responsible for receiving the
information on its behalf, and

(iii) the purpose for which the information is to be used by
that person.

790P 10PSC register: response to request for inspection or copy

(1) Where a company receives a request under section 790O, it must
within 5 working days either—

(a) comply with the request, or

(b) apply to the court.

(2) 15If it applies to the court, it must notify the person making the request.

(3) If on an application under this section the court is satisfied that the
inspection or copy is not sought for a proper purpose—

(a) it must direct the company not to comply with the request,
and

(b) 20it may further order that the company’s costs (in Scotland,
expenses) on the application be paid in whole or in part by
the person who made the request, even if that person is not a
party to the application.

(4) If the court makes such a direction and it appears to the court that the
25company is or may be subject to other requests made for a similar
purpose (whether made by the same person or different persons), it
may direct that the company is not to comply with any such request.

The order must contain such provision as appears to the court
appropriate to identify the requests to which it applies.

30The order must contain such provision as appears to the court
appropriate to identify the requests to which it applies.

(5) If on an application under this section the court does not direct the
company not to comply with the request, the company must comply
with the request immediately upon the court giving its decision or,
35as the case may be, the proceedings being discontinued.

790Q PSC register: refusal of inspection or default in providing copy

(1) If an inspection required under section 790O is refused or default is
made in providing a copy required under that section, otherwise
than in accordance with an order of the court, an offence is
40committed 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 to a fine not exceeding level 3 on the standard scale and,
45for continued contravention, a daily default fine not exceeding one-
tenth of level 3 on the standard scale.

(3) In the case of any such refusal or default the court may by order
compel an immediate inspection or, as the case may be, direct that
the copy required be sent to the person requesting it.

790R PSC register: offences in connection with request for or disclosure of
information

(1) It is an offence for a person knowingly or recklessly to make in a
request under section 790O a statement that is misleading, false or
5deceptive in a material particular.

(2) It is an offence for a person in possession of information obtained by
exercise of either of the rights conferred by that section—

(a) to do anything that results in the information being disclosed
to another person, or

(b) 10to fail to do anything with the result that the information is
disclosed to another person,

knowing, or having reason to suspect, that person may use the
information for a purpose that is not a proper purpose.

(3) A person guilty of an offence under this section is liable—

(a) 15on 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 to a fine (or both);

(ii) 20in 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
25statutory maximum (or both).

790S Information as to state of register

(1) Where a person inspects the PSC register, or the company provides
a person with a copy of the register or any part of it, the company
must inform the person of the most recent date (if any) on which
30alterations were made to the register and there were no further
alterations to be made.

(2) If a company fails to provide the information required under
subsection (1), an offence is committed by—

(a) the company, and

(b) 35every officer of the company who is in default.

(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.

790T Removal of entries from the register

(1) An entry relating to an individual who used to be a registrable
40person may be removed from the company’s PSC register after the
expiration of 10 years from the date on which the individual ceased
to be a registrable person in relation to the company.

(2) An entry relating to an entity that used to be a relevant legal entity
may be removed from the company’s PSC register after the
45expiration of 10 years from the date on which the entity ceased to be
a relevant legal entity in relation to the company.

790U Power of court to rectify register

(1) If—

(a) the name of any person is, without sufficient cause, entered
in or omitted from a company’s PSC register as a registrable
5person or relevant legal entity, or

(b) default is made or unnecessary delay takes place in entering
on the PSC register the fact that a person has ceased to be a
registrable person or relevant legal entity,

the person aggrieved or any other interested party may apply to the
10court for rectification of the register.

(2) The court may either refuse the application or may order rectification
of the register and payment by the company of any damages
sustained by any party aggrieved.

(3) On such an application, the court may—

(a) 15decide any question as to whether the name of any person
who is a party to the application should or should not be
entered in or omitted from the register, and

(b) more generally, decide any question necessary or expedient
to be decided for rectification of the register.

(4) 20In the case of a company required by this Act to send information
stated in its PSC register to the registrar of companies, the court,
when making an order for rectification of the register, must by its
order direct notice of the rectification to be given to the registrar.

(5) The reference in this section to “any other interested party” is to—

(a) 25any member of the company, and

(b) any other person who is a registrable person or a relevant
legal entity in relation to the company.

CHAPTER 4 Alternative method of record-keeping

790V Introductory

(1) 30This Chapter sets out rules allowing private companies to keep
information on the register kept by the registrar instead of entering
it in their PSC register.

(2) The register kept by the registrar (see section 1080) is referred to in
this Chapter as “the central register”.

(3) 35Chapter 3 must be read with this Chapter.

(4) Nothing in this Chapter affects the duties imposed by Chapter 2.

(5) Where an election under section 790W is in force in respect of a
company, references in Chapter 2 to the company’s PSC register are
to be read as references to the central register.

790W 40Right to make an election

(1) An election may be made under this section—

(a) by the subscribers wishing to form a private company under
this Act, or

(b) by the private company itself once it is formed and
registered.

(2) 5The election is of no effect unless—

(a) notice of the intention to make the election was given to each
eligible person at least 14 days before the day on which the
election was made, and

(b) no objection was received by the subscribers or, as the case
10may be, the company from any eligible person within that
notice period.

(3) A person is an “eligible person” if—

(a) in a case of an election by the subscribers wishing to form a
private company, the person’s particulars would, but for the
15election, be required to be entered in the company’s PSC
register on its incorporation, and

(b) in the case of an election by the company itself—

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

(ii) 20the person’s particulars are stated in the company’s
PSC register.

(4) An election under this section is made by giving notice of election to
the registrar.

(5) If the notice is given by subscribers wishing to form a private
25company—

(a) it must be given when the documents required to be
delivered under section 9 are delivered to the registrar, and

(b) it must be accompanied by a statement confirming that no
objection was received as mentioned in subsection (2).

(6) 30If the notice is given by the company, it must be accompanied by—

(a) a statement confirming that no objection was received as
mentioned in subsection (2), and

(b) a statement containing all the information that is required to
be contained in the company’s PSC register as at the date of
35the notice in respect of matters that are current as at that date.

(7) The company must where necessary update the statement sent
under subsection (6)(b) to ensure that the final version delivered to
the registrar contains all the information that is required to be
contained in the company’s PSC register as at the time immediately
40before the election takes effect (see section 790X) in respect of matters
that are current as at that time.

(8) The obligation in subsection (7) to update the statement includes an
obligation to rectify it (where necessary) in consequence of the
company’s PSC register being rectified (whether before or after the
45election takes effect).

(9) If default is made in complying with subsection (7), an offence is
committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the
company.

(10) A person guilty of an offence under this section is liable on summary
5conviction—

(a) in England and Wales, to a fine and, for continued
contravention, a daily default fine not exceeding one-tenth of
level 4 on the standard scale;

(b) in Scotland or Northern Ireland, to a fine not exceeding level
105 on the standard scale and, for continued contravention, a
daily default fine not exceeding one-tenth of level 5 on the
standard scale.

(11) A reference in this Chapter to matters that are current as at a given
date or time is a reference to—

(a) 15persons who are a registrable person or relevant legal entity
in relation to the company as at that date or time and whose
particulars are required to be contained in the company’s
PSC register as at that date or time, and

(b) any other matters that are current as at that date or time.

790X 20Effective date of election

(1) An election made under section 790W takes effect when the notice of
election is registered by the registrar.

(2) The election remains in force until either—

(a) the company ceases to be a private company, or

(b) 25a notice of withdrawal sent by the company under section
790ZC is registered by the registrar,

whichever occurs first.

790Y Effect of election on obligations under Chapter 3

(1) The effect of an election under section 790W on a company’s
30obligations under Chapter 3 is as follows.

(2) The company’s obligation to maintain a PSC register does not apply
with respect to the period when the election is in force.

(3) This means that, during that period—

(a) the company must continue to keep a PSC register in
35accordance with Chapter 3 (a “historic” register) containing
all the information that was required to be stated in that
register as at the time immediately before the election took
effect, but

(b) the company does not have to update that register to reflect
40any changes that occur after that time.

(4) The provisions of Chapter 3 (including the rights to inspect or
require copies of the PSC register) continue to apply to the historic
register during the period when the election is in force.

(5) The company must place a note in its historic register—

(a) 45stating that an election under section 790W is in force,

(b) recording when that election took effect, and

(c) indicating that up-to-date information about people with
significant control over the company is available for public
inspection on the central register.

(6) Subsections (12) and (13) of section 790M apply if a company makes
5default in complying with subsection (5) as they apply if a company
makes default in complying with that section.

(7) The obligations under this section with respect to a historic register
do not apply in a case where the election was made by subscribers
wishing to form a private company.

790Z 10Duty to notify registrar of changes

(1) The duty under subsection (2) applies during the period when an
election under section 790W is in force.

(2) The company must deliver to the registrar any information that the
company would during that period have been obliged under
15Chapter 3 to enter in its PSC register, had the election not been in
force.

(3) The information must be delivered as soon as reasonably practicable
after the company becomes aware of it and, in any event, no later
than the time by which the company would have been required to
20enter the information in its PSC register.

(4) If default is made in complying with this section, an offence is
committed by—

(a) the company, and

(b) every officer of the company who is in default.

25For this purpose a shadow director is treated as an officer of the
company.

(5) A person guilty of an offence under this section is liable on summary
conviction—

(a) in England and Wales, to a fine and, for continued
30contravention, a daily default fine not exceeding one-tenth of
level 4 on the standard scale;

(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
35standard scale.

790ZA Information as to state of central register

(1) When a person inspects or requests a copy of material on the central
register relating to a company in respect of which an election under
section 790W is in force, the person may ask the company to confirm
40that all information that the company is required to deliver to the
registrar under this Chapter has been delivered.

(2) If a company fails to respond to a request under subsection (1), an
offence is committed by—

(a) the company, and

(b) 45every officer of the company who is in default.

(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.

790ZB Power of court to order company to remedy default or delay

(1) This section applies if—

(a) 5the name of a person is without sufficient cause included in,
or omitted from, information that a company delivers to the
registrar under this Chapter concerning persons who are a
registrable person or a relevant legal entity in relation to the
company, or

(b) 10default is made or unnecessary delay takes place in
informing the registrar under this Chapter that a person—

(i) has become a registrable person or a relevant legal
entity in relation to the company, or

(ii) has ceased to be a registrable person or a relevant
15legal entity in relation to it.

(2) The person aggrieved, or any other interested party, may apply to
the court for an order requiring the company to deliver to the
registrar the information (or statements) necessary to rectify the
position.

(3) 20The 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 such an application the court may decide—

(a) any question as to whether the name of any person who is a
25party 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
relevant legal entity in relation to the company, and

(b) any question necessary or expedient to be decided for
30rectifying the position.

(5) Nothing in this section affects a person’s rights under section 1095 or
1096 (rectification of register on application to registrar or under
court order).

(6) The reference in this section to “any other interested party” is to—

(a) 35any member of the company, and

(b) any other person who is a registrable person or a relevant
legal entity in relation to the company.

790ZC Withdrawing the election

(1) A company may withdraw an election made by or in respect of it
40under section 790W.

(2) Withdrawal is achieved by giving notice of withdrawal to the
registrar.

(3) The withdrawal takes effect when the notice is registered by the
registrar.

(4) The effect of withdrawal is that the company’s obligation under
Chapter 3 to maintain a PSC register applies from then on with
respect to the period going forward.

(5) This means that, when the withdrawal takes effect—

(a) 5the company must enter in its PSC register all the information
that is required to be contained in that register in respect of
matters that are current as at that time,

(b) the company must also retain in its register all the
information that it was required under section 790Y(3)(a) to
10keep in a historic register while the election was in force, but

(c) the company is not required to enter in its register
information relating to the period when the election was in
force that is no longer current.

(6) The company must place a note in its PSC register—

(a) 15stating that the election under section 790W has been
withdrawn,

(b) recording when that withdrawal took effect, and

(c) indicating that information about people with significant
control over the company relating to the period when the
20election was in force that is no longer current is available for
public inspection on the central register.

(7) Subsections (12) and (13) of section 790M apply if a company makes
default in complying with subsection (6) as they apply if a company
makes default in complying with that section.

790ZD 25 Power to extend option to public companies

(1) The Secretary of State may by regulations amend this Act—

(a) to extend this Chapter (with or without modification) to
public companies or public companies of a class specified in
the regulations, and

(b) 30to make such other amendments as the Secretary of State
thinks fit in consequence of that extension.

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

CHAPTER 5 Protection from disclosure

790ZE 35 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) 40The 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) Subsection (1) does not apply to information relating to a person if an
application under regulations made under section 790ZF has been
granted with respect to that information and not been revoked.

790ZF Power to make regulations protecting material

(1) 5The Secretary of State may by regulations make provision requiring
the registrar and the company to refrain from using or disclosing
PSC particulars of a prescribed kind (or to refrain from doing so
except in prescribed circumstances) where an application is made to
the registrar requesting them to refrain from so doing.

(2) 10“PSC particulars” are particulars of a person with significant control
over the company—

(a) including a person who used to be such a person, but

(b) excluding any person in relation to which this Part has effect
by virtue of section 790C(12) as if the person were an
15individual.

(3) Regulations under this section 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
20accompany an application,

(d) how an application is to be determined,

(e) where an application is granted, the duration of and
procedures for revoking the restrictions on use and
disclosure, and

(f) 25the charging of fees by the registrar for disclosing PSC particulars
where the regulations permit disclosure, by way of exception, in
prescribed circumstances.

(4) Provision under subsection (3)(d) and (e) may in particular—

(a) confer a discretion on the registrar;

(b) 30provide for a question to be referred to a person other than
the registrar for the purposes of determining the application
or revoking the restrictions.

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

(6) 35Nothing 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).”