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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
company is or may be subject to other requests made for a similar
5purpose (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.

The order must contain such provision as appears to the court
10appropriate 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,
as the case may be, the proceedings being discontinued.

790Q 15PSC 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
committed by—

(a) 20the 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,
for continued contravention, a daily default fine not exceeding one-
25tenth 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
30information

(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
deceptive in a material particular.

(2) It is an offence for a person in possession of information obtained by
35exercise 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) to fail to do anything with the result that the information is
disclosed to another person,

40knowing, 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) on conviction on indictment, to imprisonment for a term not
exceeding two years or a fine (or both);

(b) 45on summary conviction—

(i) in England and Wales, to imprisonment for a term not
exceeding twelve months or to a fine (or both);

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(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
5exceeding six months or to a fine not exceeding the
statutory 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
10must inform the person of the most recent date (if any) on which
alterations were made to the register and whether there are further
alterations to be made.

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

(a) 15the company, and

(b) every 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) 20An entry relating to an individual who used to be a registrable
person 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 registrable relevant
25legal entity may be removed from the company’s PSC register after
the expiration of 10 years from the date on which the entity ceased to
be a registrable relevant legal entity in relation to the company.

790U Power of court to rectify register

(1) If—

(a) 30the name of any person is, without sufficient cause, entered
in or omitted from a company’s PSC register as a registrable
person or registrable 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
35registrable person or registrable relevant legal entity,

the person aggrieved or any other interested party may apply to the
court 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
40sustained by any party aggrieved.

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

(a) decide 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) 45more generally, decide any question necessary or expedient
to be decided for rectification of the register.

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

(a) any member of the company, and

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

CHAPTER 4 Alternative method of record-keeping
790V 10Introductory

(1) This 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
15this Chapter as “the central register”.

(3) Chapter 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
20to be read as references to the central register.

790W Right 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) 25by the private company itself once it is formed and
registered.

(2) The 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
30election was made, and

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

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

(a) 35in a case of an election by the subscribers wishing to form a
private company, the person’s particulars would, but for the
election, 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) 40the person is a registrable person or a registrable
relevant legal entity in relation to the company, and

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

(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
10objection was received as mentioned in subsection (2).

(6) If 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
15be contained in the company’s PSC register as at the date of
the 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
20contained in the company’s PSC register as at the time immediately
before 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
25company’s PSC register being rectified (whether before or after the
election takes effect).

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

(a) the company, and

(b) 30every 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
conviction—

(a) 35in 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
40daily 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) persons who are a registrable person or registrable relevant
45legal 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.

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790X Effective 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) 5the company ceases to be a private company, or

(b) a 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) 10The effect of an election under section 790W on a company’s
obligations 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) 15the company must continue to keep a PSC register in
accordance 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) 20the company does not have to update that register to reflect
any 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) 25The company must place a note in its historic register—

(a) stating 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
30inspection on the central register.

(6) Subsections (12) and (13) of section 790M apply if a company makes
default 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
35do not apply in a case where the election was made by subscribers
wishing to form a private company.

790Z Duty 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) 40The company must deliver to the registrar any information that the
company would during that period have been obliged under
Chapter 3 to enter in its PSC register, had the election not been in
force.

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(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
enter the information in its PSC register.

(4) 5If 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.

For this purpose a shadow director is treated as an officer of the
10company.

(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
contravention, a daily default fine not exceeding one-tenth of
15level 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
standard scale.

790ZA 20 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
that all information that the company is required to deliver to the
25registrar 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) every officer of the company who is in default.

(3) 30A 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) the name of a person is without sufficient cause included in,
35or omitted from, information that a company delivers to the
registrar under this Chapter concerning persons who are a
registrable person or a registrable relevant legal entity in
relation to the company, or

(b) default is made or unnecessary delay takes place in
40informing the registrar under this Chapter that a person—

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

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

(2) 45The person aggrieved, or any other interested party, may apply to
the court for an order requiring the company to deliver to the

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registrar the information (or statements) necessary to rectify the
position.

(3) The court may either refuse the application or may make the order
and order the company to pay any damages sustained by any party
5aggrieved.

(4) On such an application 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
10this 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) 15Nothing 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) any member of the company, and

(b) 20any other person who is a registrable person or a registrable
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
under section 790W.

(2) 25Withdrawal 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
30Chapter 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) the company must enter in its PSC register all the information
that is required to be contained in that register in respect of
35matters 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
keep in a historic register while the election was in force, but

(c) the company is not required to enter in its register
40information 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) stating that the election under section 790W has been
withdrawn,

(b) 45recording when that withdrawal took effect, and

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

(7) 5Subsections (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 Power to extend option to public companies

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

(a) 10to extend this Chapter (with or without modification) to
public companies or public companies of a class specified in
the regulations, and

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

(2) 15Regulations under this section are subject to affirmative resolution
procedure.

CHAPTER 5 Protection from disclosure
790ZE Protection of information as to usual residential address

(1) The provisions of sections 240 to 244 (directors’ residential
20addresses: 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
25with 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
30granted with respect to that information and not been revoked.

790ZF Power to make regulations protecting material

(1) The 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
35except in prescribed circumstances) where an application is made to
the registrar requesting them to refrain from so doing.

(2) “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) 40excluding any person in relation to which this Part has effect
by virtue of section 790C(12) as if the person were an
individual.

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(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
5accompany 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) 10the 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) 15provide 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) 20Nothing 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).

2 After Schedule 1 to that Act insert—

Section 790C

Schedule 1A 25References to people with significant control over a company

Part 1 The specified conditions
Introduction

1 This Part of this Schedule specifies the conditions at least one of
30which must be met by an individual (“X”) in relation to a company
(“company Y”) in order for the individual to be a person with
“significant control” over the company.

Ownership of shares

2 The first condition is that X holds, directly or indirectly, more than
3525% of the shares in company Y.

Ownership or control of voting rights

3 The second condition is that X is entitled, directly or indirectly—

(a) to exercise more than 25% of the voting rights in company
Y, or

(b) 40to control the exercise of more than 25% of those rights.

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Ownership or control of right to appoint or remove directors

4 The third condition is that X is entitled, directly or indirectly—

(a) to appoint or remove a majority of the board of directors of
company Y, or

(b) 5to control the exercise of a right or rights (in aggregate) to
appoint or remove a majority of that board.

Significant influence or control

5 The fourth condition is that X has the right to exercise, or actually
exercises, significant influence or control over company Y.

10Trusts, partnerships etc

6 The fifth condition is that—

(a) the trustees of a trust or the members of a firm that, under
the law by which it is governed, is not a legal person meet
any of the other specified conditions (in their capacity as
15such) in relation to company Y, or would do so if they were
individuals, and

(b) X has the right to exercise, or actually exercises, significant
influence or control over the activities of that trust or firm.

Joint interests

7 20If X and others hold a share or right jointly—

(a) each of them is treated for the purposes of this Schedule as
holding that share or right, and

(b) the specified conditions are to be read accordingly.

Joint arrangements

8 25If shares or rights held by X and shares or rights held by another
person are the subject of a joint arrangement between X and that
other person—

(a) each of them is treated for the purposes of this Schedule as
holding the combined shares or rights of both of them, and

(b) 30the specified conditions are to be read accordingly.

Part 2 Supplementary provision
Introduction

9 This Part sets out rules for the interpretation of this Schedule.

35Calculating shareholdings

10 (1) In relation to a legal entity that has a share capital, a reference to
holding “more than 25% of the shares” in that entity is to holding
shares comprised in the issued share capital of that entity of a
nominal value exceeding (in aggregate) 25% of that share capital.

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