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

(a) make the necessary consequential alteration in its register of
directors, and

(b) give notice to the registrar of the change in accordance with
section 167.

(4) 5If an election is in force under section 167A in respect of the company,
the company must, in place of doing the things required by subsection
(3), deliver to the registrar in accordance with section 167D the
information of which the company would otherwise have been obliged
to give notice under subsection (3).

(5) 10If it appears to the registrar that—

(a) a notice should have, but has not, been given in accordance with
subsection (3)(b), or

(b) information should have, but has not, been delivered in
accordance with subsection (4),

15the registrar must place a note in the register recording the fact.”

77 Review of section 76

(1) The Secretary of State must, before the end of each review period—

(a) carry out a review of section 76, and

(b) prepare and publish a report setting out the conclusions of the review.

(2) 20The report must in particular—

(a) set out the objectives intended to be achieved by the section,

(b) assess the extent to which those objectives have been achieved, and

(c) assess whether those objectives remain appropriate and, if so, the
extent to which they could be achieved in another way which imposed
25less regulation.

(3) The Secretary of State must lay the report before Parliament.

(4) Each of the following is a review period for the purposes of this section—

(a) the period of 5 years beginning with the day on which section 76 comes
into force (whether wholly or partly), and

(b) 30each successive period of 5 years.

Shadow directors

78 Application of directors’ general duties to shadow directors

(1) In section 170 of the Companies Act 2006 (scope and nature of general duties
of directors) for subsection (5) substitute—

“(5) 35The general duties apply to a shadow director of a company where and
to the extent that they are capable of so applying.”

(2) The Secretary of State may by regulations make provision about the
application of the general duties of directors to shadow directors.

(3) The regulations may, in particular, make provision—

(a) 40for prescribed general duties of directors to apply to shadow directors
with such adaptations as may be prescribed;

(b) for prescribed general duties of directors not to apply to shadow
directors.

(4) In this section—

• “director” and “shadow director” have the same meanings as in the
  5Companies Act 2006;

• “general duties of directors” means the duties specified in sections 171 to
  177 of that Act;

• “prescribed” means prescribed in regulations.

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

79 10Shadow directors: definition

In section 251(2) of the Companies Act 2006 (definition of “shadow director”)
for the words “on advice given by him in a professional capacity” substitute “—

(a) on advice given by that person in a professional capacity;

(b) in accordance with instructions or a direction given by that
15person in the exercise of a function conferred by or under an
enactment;

(c) in accordance with guidance or advice issued by that person in
that person’s capacity as a Minister of the Crown (within the
meaning of the Ministers of the Crown Act 1975)”.

20Part 8 Company filing requirements

Annual return reform

80 Duty to deliver confirmation statement instead of annual return

For Part 24 of the Companies Act 2006 (annual return) substitute—

25“ Part 24 Annual confirmation of accuracy of information on register

853A Duty to deliver confirmation statements

(1) Every company must, before the end of the period of 14 days after the
end of each review period, deliver to the registrar—

(a) 30such information as is necessary to ensure that the company is
able to make the statement referred to in paragraph (b), and

(b) a statement (a “confirmation statement”) confirming that all
information required to be delivered by the company to the
registrar in relation to the confirmation period concerned under
35any duty mentioned in subsection (2) either—

(i) has been delivered, or

(ii) is being delivered at the same time as the confirmation
statement.

(2) The duties are—

(a) 40any duty to notify a relevant event (see section 853B);

(b) any duty under sections 853C to 853I.

(3) In this Part “confirmation period”—

(a) in relation to a company’s first confirmation statement, means
the period beginning with the day of the company’s
5incorporation and ending with the date specified in the
statement (“the confirmation date”);

(b) in relation to any other confirmation statement of a company,
means the period beginning with the day after the confirmation
date of the last such statement and ending with the
10confirmation date of the confirmation statement concerned.

(4) The confirmation date of a confirmation statement must be no later
than the last day of the review period concerned.

(5) In this Part “review period” means—

(a) the period of 12 months beginning with the day of the
15company’s incorporation;

(b) each subsequent period of 12 months beginning with the day
after the confirmation date of the company’s last confirmation
statement.

(6) For the purpose of making a confirmation statement, a company is
20entitled to assume that any information has been properly delivered to
the registrar if it has been delivered within the period of 5 days ending
with the date on which the statement is delivered.

(7) But subsection (6) does not apply in a case where the company has
received notice from the registrar that such information has not been
25properly delivered.

853B Duties to notify a relevant event

The following duties are duties to notify a relevant event—

(a) the duty to give notice of a change in the address of the
company’s registered office (see section 87);

(b) 30in the case of a company in respect of which an election is in
force under section 128B (election to keep membership
information on central register), the duty to deliver anything as
mentioned in section 128E;

(c) the duty to give notice of a change as mentioned in section 167
35(change in directors or in particulars required to be included in
register of directors or register of directors’ residential
addresses);

(d) in the case of a company in respect of which an election is in
force under section 167A (election to keep information in
40register of directors or register of directors’ residential
addresses on central register), the duty to deliver anything as
mentioned in section 167D;

(e) in the case of a private company with a secretary or a public
company, the duty to give notice of a change as mentioned in
45section 276 (change in secretary or joint secretaries or in
particulars required to be included in register of secretaries);

(f) in the case of a private company with a secretary in respect of
which an election is in force under section 279A (election to

keep information in register of secretaries on central register),
the duty to deliver anything as mentioned in section 279D;

(g) in the case of a company in respect of which an election is in
force under section 790W (election to keep information in PSC
5register on central register), the duty to deliver anything as
mentioned in section 790Z;

(h) in the case of a company which, in accordance with regulations
under section 1136, keeps any company records at a place other
than its registered office, any duty under the regulations to give
10notice of a change in the address of that place.

853C Duty to notify a change in company’s principal business activities

(1) This section applies where—

(a) a company makes a confirmation statement, and

(b) there has been a change in the company’s principal business
15activities during the confirmation period concerned.

(2) The company must give notice to the registrar of the change at the same
time as it delivers the confirmation statement.

(3) The information as to the company’s new principal business activities
may be given by reference to one or more categories of any prescribed
20system of classifying business activities.

853D Duty to deliver statement of capital

(1) This section applies where a company having a share capital makes a
confirmation statement.

(2) The company must deliver a statement of capital to the registrar at the
25same time as it delivers the confirmation statement.

(3) Subsection (2) does not apply if there has been no change in any of the
matters required to be dealt with by the statement of capital since the
last such statement was delivered to the registrar.

(4) The statement of capital must state with respect to the company’s share
30capital at the confirmation date—

(a) the total number of shares of the company,

(b) the aggregate nominal value of those shares,

(c) the aggregate amount (if any) unpaid on those shares (whether
on account of their nominal value or by way of premium), and

(d) 35for each class of shares—

(i) prescribed particulars of the rights attached to the
shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class.

853E 40Duty to notify trading status of shares

(1) This section applies where a company having a share capital makes a
confirmation statement.

(2) The company must deliver to the registrar a statement dealing with the
matters mentioned in subsection (4) at the same time as it delivers the
45confirmation statement.

(3) Subsection (2) does not apply if and to the extent that the last statement
delivered to the registrar under this section applies equally to the
confirmation period concerned.

(4) The matters are—

(a) 5whether any of the company’s shares were, at any time during
the confirmation period concerned, shares admitted to trading
on a relevant market or on any other market which is outside
the United Kingdom, and

(b) if so, whether both of the conditions mentioned in subsection (5)
10were satisfied throughout the confirmation period concerned.

(5) The conditions are that—

(a) there were shares of the company which were shares admitted
to trading on a relevant market;

(b) the company was a DTR5 issuer.

(6) 15In this Part—

• “DTR5 issuer” means 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;

• 20“relevant market” means any of the markets mentioned in article
  4(1) of the Financial Services and Markets Act 2000 (Prescribed
  Markets and Qualifying Investments) Order 2001.

853F Duty to deliver shareholder information: non-traded companies

(1) This section applies where—

(a) 25a non-traded company makes a confirmation statement, and

(b) there is no election in force under section 128B in respect of the
company.

(2) A “non-traded company” is a company none of whose shares were, at
any time during the confirmation period concerned, shares admitted to
30trading on a relevant market or on any other market which is outside
the United Kingdom.

(3) The company must deliver the information falling within subsection (5)
to the registrar at the same time as it delivers the confirmation
statement.

(4) 35Subsection (3) does not apply if and to the extent that the information
most recently delivered to the registrar under this section applies
equally to the confirmation period concerned.

(5) The information is—

(a) the name (as it appears in the company’s register of members)
40of every person who was at any time during the confirmation
period a member of the company,

(b) the number of shares of each class held at the end of the
confirmation date concerned by each person who was a
member of the company at that time,

(c) 45the number of shares of each class transferred during the
confirmation period concerned by or to each person who was a
member of the company at any time during that period, and

(d) the dates of registration of those transfers.

(6) The registrar may impose requirements about the form in which
information of the kind mentioned in subsection (5)(a) is delivered for
the purpose of enabling the entries on the register relating to any given
5person to be easily found.

853G Duty to deliver shareholder information: certain traded companies

(1) This section applies where a traded company makes a confirmation
statement.

(2) A “traded company” is a company any of whose shares were, at any
10time during the confirmation period concerned, shares admitted to
trading on a relevant market or on any other market which is outside
the United Kingdom.

(3) But a company is not a traded company if throughout the confirmation
period concerned—

(a) 15there were shares of the company which were shares admitted
to trading on a relevant market, and

(b) the company was a DTR5 issuer.

(4) The company must deliver the information falling within subsection (6)
to the registrar at the same time as it delivers the confirmation
20statement.

(5) Subsection (4) does not apply if and to the extent the information most
recently delivered to the registrar under this section applies equally to
the confirmation period concerned.

(6) The information is—

(a) 25the name and address (as they appear in the company’s register
of members) of each person who, at the end of the confirmation
date concerned, held at least 5% of the issued shares of any class
of the company, and

(b) the number of shares of each class held by each such person at
30that time.

853H Duty to deliver information about exemption from Part 21A

(1) This section applies where a company—

(a) which is not a DTR5 issuer, and

(b) to which Part 21A does not apply (information about people
35with significant control, see section 790B),

makes a confirmation statement.

(2) The company must deliver to the registrar a statement of the fact that it
is a company to which Part 21A does not apply at the same time as it
delivers the confirmation statement.

(3) 40Subsection (2) does not apply if the last statement delivered to the
registrar under this section applies equally to the confirmation period
concerned.

853I Duty to deliver information about people with significant control

(1) This section applies where—

(a) a company to which Part 21A (information about people with
significant control) applies makes a confirmation statement,
and

(b) there is no election in force under section 790W in respect of the
5company.

(2) The company must deliver the information stated in its PSC register to
the registrar at the same time as it delivers the confirmation statement.

(3) Subsection (2) does not apply if and to the extent that the information
most recently delivered to the registrar under this section applies
10equally to the confirmation period concerned.

(4) “PSC register” has the same meaning as in Part 21A (see section 790C).

853J Power to amend duties to deliver certain information

(1) The Secretary of State may by regulations make provision about the
duties on a company in relation to the delivery of information falling
15within section 853E(4), 853F(5), 853G(6), 853H(2) or 853I(2) (referred to
in this section as “relevant information”).

(2) The regulations may, in particular, make provision requiring relevant
information to be delivered—

(a) on such occasions as may be prescribed;

(b) 20at such intervals as may be prescribed.

(3) The regulations may amend or repeal the provisions of sections 853A,
853B and 853E to 853I.

(4) The regulations may provide—

(a) that where a company fails to comply with any duty to deliver
25relevant information an offence is committed by—

(i) the company,

(ii) every director of the company,

(iii) in the case of a private company with a secretary or a
public company, every secretary of the company, and

(iv) 30every other officer of the company who is in default;

(b) that a person guilty of such an offence is liable on summary
conviction—

(i) in England and Wales, to a fine and, for continued
contravention, a daily default fine not exceeding one-
35tenth of level 4 on the standard scale;

(ii) 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;

(c) 40that, in the case of continued contravention, an offence is also
committed by every officer of the company who did not commit
an offence under provision made under paragraph (a) in
relation to the initial contravention but who is in default in
relation to the continued contravention;

(d) 45that a person guilty of such an offence is liable on summary
conviction—

(i) in England and Wales, to a fine not exceeding one-tenth
of level 4 on the standard scale for each day on which the
contravention continues and the person is in default;

(ii) in Scotland or Northern Ireland, to a fine not exceeding
5one-tenth of level 5 on the standard scale for each day on
which the contravention continues and the person is in
default.

(5) The regulations may provide that, for the purposes of any provision
made under subsection (4), a shadow director is to be treated as a
10director.

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

853K Confirmation statements: power to make further provision by
regulations

(1) 15The Secretary of State may by regulations make further provision as to
the duties to deliver information to the registrar to which a
confirmation statement is to relate.

(2) The regulations may—

(a) amend or repeal the provisions of sections 853A to 853I, and

(b) 20provide for exceptions from the requirements of those sections
as they have effect from time to time.

(3) Regulations under this section which provide that a confirmation
statement must relate to a duty to deliver information not for the time
being mentioned in section 853A(2) are subject to affirmative resolution
25procedure.

(4) Any other regulations under this section are subject to negative
resolution procedure.

853L Failure to deliver confirmation statement

(1) If a company fails to deliver a confirmation statement before the end of
30the period of 14 days after the end of a review period an offence is
committed by—

(a) the company,

(b) every director of the company,

(c) in the case of a private company with a secretary or a public
35company, every secretary of the company, and

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

For this purpose a shadow director is treated as a director.

(2) A person guilty of an offence under subsection (1) is liable on summary
conviction—

(a) 40in 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 5
on the standard scale and, for continued contravention, a daily
45default fine not exceeding one-tenth of level 5 on the standard
scale.

(3) The contravention continues until such time as a confirmation
statement specifying a confirmation date no later than the last day of
the review period concerned is delivered by the company to the
registrar.

(4) 5It is a defence for a director or secretary charged with an offence under
subsection (1)(b) or (c) to prove that the person took all reasonable steps
to avoid the commission or continuation of the offence.

(5) In the case of continued contravention, an offence is also committed by
every officer of the company who did not commit an offence under
10subsection (1) in relation to the initial contravention but who is in
default in relation to the continued contravention.

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

(a) in England and Wales, to a fine not exceeding one-tenth of level
154 on the standard scale for each day on which the contravention
continues and the person is in default;

(b) in Scotland or Northern Ireland, to a fine not exceeding one-
tenth of level 5 on the standard scale for each day on which the
contravention continues and the person is in default.”

81 20Section 80: related amendments

(1) The Companies Act 2006 is amended as follows.

(2) In section 9 (registration documents), in subsection (5)—

(a) omit the “and” after paragraph (a), and

(b) after paragraph (b) insert “; and

(c) 25a statement of the type of company it is to be and its
intended principal business activities.”

(3) Also in section 9, after subsection (5) insert—

“(5A) The information as to the company’s type must be given by reference
to the classification scheme prescribed for the purposes of this section.

(5B) 30The information as to the company’s intended principal business
activities may be given by reference to one or more categories of any
prescribed system of classifying business activities.”

(4) In section 108 (statement of capital required where company re-registering as
a limited company already has share capital), in subsection (2), for paragraph
35(b) substitute—

“(b) (if different) the last statement of capital sent by the company.”

(5) In section 1078 (documents subject to Directive disclosure requirements), in
subsection (2)—

(a) for the heading “Accounts, reports and returns” substitute “Accounts
40and reports etc”, and

(b) under that heading, for “The company’s annual return” substitute
“Any confirmation statement delivered by the company under section
853A.”

(6) In section 1169 (dormant companies), in subsection (3)(b)(iv), for “an annual
45return” substitute “a confirmation statement”.

(7) In Schedule 8 (index of defined expressions)—

(a) omit the entries for “annual return”, “non-traded company” and
“return period”, and

(b) in the appropriate places insert—

Additional information on the register

82 Option for companies to keep information on central register

Schedule 5 amends the Companies Act 2006 to give private companies the
option of keeping certain information on the register kept by the registrar
15instead of keeping it on their own registers.

83 Recording of optional information on register

(1) After section 1084 of the Companies Act 2006 insert—

“1084A Recording of optional information on register

(1) The Secretary of State may make provision by regulations authorising
20a company or other body to deliver optional information of a
prescribed description to the registrar.

(2) In this section “optional information”, in relation to a company or other
body, means information about the company or body which, but for the
regulations, the company or body would not be obliged or authorised
25under any enactment to deliver to the registrar.

(3) The regulations may, in particular, include provision—

(a) imposing requirements on a company or other body in relation
to keeping any of its optional information recorded on the
register up to date;

(b) 30about the consequences of a company or other body failing to
do so.

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

(2) In section 1059A of that Act (scheme of Part 35), in subsection (2), after the entry
35in the list for section 1083 insert—

• “section 1084A (recording optional information on register),”.