(2) In subsection (4) (definition of “early years childminding”)—

(a) omit “on domestic premises”, and

(b) after “reward” insert “, where at least half of the provision is on
domestic premises”.

(3) 5In subsection (5) (exception to subsection (4))—

(a) for “on domestic premises for reward” substitute “which would
otherwise fall within subsection (4)”, and

(b) omit “on the premises”.

(4) In subsection (8) (definition of “later years childminding”)—

(a) 10omit “on domestic premises”, and

(b) after “reward” insert “, where at least half of the provision is on
domestic premises”.

(5) In subsection (9) (exception to subsection (8))—

(a) for “on domestic premises for reward” substitute “which would
15otherwise fall within subsection (8)”, and

(b) omit “on the premises”.

(6) In section 34 of that Act (requirement to register: other early years providers)—

(a) after subsection (1) insert—

“(1ZA) Subsection (1) does not apply in relation to early years
20provision—

(a) if it is early years childminding in respect of which the
person providing it is required to be registered under
section 33(1), or

(b) if it would be early years childminding but for section
2596(5) and in respect of which the person providing it is
required to be registered under subsection (1A).”, and

(b) in subsection (1A) omit “on domestic premises”.

(7) In section 53 of that Act (requirement to register: other later years providers)—

(a) after subsection (1) insert—

“(1ZA) 30Subsection (1) does not apply in relation to later years
provision—

(a) if it is later years childminding in respect of which the
person providing it is required to be registered under
section 52(1), or

(b) 35if it would be later years childminding but for section
96(9) and in respect of which the person providing it is
required to be registered under subsection (1A).”, and

(b) in subsection (1A) omit “on domestic premises”.

71 Registration of childcare: premises

40Schedule 2 makes amendments for the purpose of removing the requirement
for certain childcare providers to be registered under the Childcare Act 2006 in
respect of each premises from which they operate.

Part 6 Education evaluation

72 Assessments of effectiveness

(1) Part 3 of the Education and Skills Act 2008 is amended as follows.

(2) 5In section 87 (benefit and training information)—

(a) in each of subsections (2)(a) and (3)(a) omit “who has attained the age
of 19”;

(b) in subsection (3)(c) omit “(whether before or after the individual
attained the age of 19)”;

(c) 10in subsection (4)(a) omit “provided for persons who have attained the
age of 19”;

(d) in subsection (4)(b) and (c) omit “such”, in each place.

(3) Omit section 91(6) (references to training or education do not include
references to higher education).

(4) 15In consequence of the amendments made by subsections (1) to (3)—

(a) for the Part heading substitute “Assessments of effectiveness of
education and training etc”;

(b) omit the italic heading before section 87.

73 Qualifications

(1) 20After section 253 of the Apprenticeships, Skills, Children and Learning Act
2009 insert—

“Qualifications

253A Qualifications

(1) A person in England may, in prescribed circumstances, provide
25student information of a prescribed description to—

(a) the Secretary of State,

(b) an information collator,

(c) a prescribed person, or

(d) a person falling within a prescribed category.

(2) 30A person in Wales may, in prescribed circumstances, provide student
information of a prescribed description to—

(a) the Welsh Ministers,

(b) an information collator,

(c) a prescribed person, or

(d) 35a person falling within a prescribed category.

(3) In subsection (2) “prescribed” means prescribed in regulations made by
the Welsh Ministers.

(4) Subject to subsection (5)(a), information received under or by virtue of
this section is not to be published in any form which identifies the
40individual to whom it relates.

(5) This section—

(a) does not affect any power to provide or publish information
which exists apart from this section, and

(b) is subject to any express restriction on the provision of
5information imposed by another enactment.

(6) In this section—

• “information collator” means any body which, for the purposes of
  or in connection with functions of the Secretary of State or the
  Welsh Ministers, is responsible for collating or checking
  10information relating to regulated qualifications or relevant
  qualifications;

• “regulated qualification” has the meaning given by section 130(1);

• “relevant qualification” has the meaning given by section 30(5) of
  the Education Act 1997;

• 15“student information” means information (whether obtained
  under this section or otherwise) relating to an individual who is
  seeking or has sought to obtain, or has obtained, a regulated
  qualification or a relevant qualification”.

(2) In section 262 of the Apprenticeships, Skills, Children and Learning Act 2009
20(orders and regulations)—

(a) in subsection (1) (orders and regulations to be made by statutory
instrument etc) after “Part 3 or 4” insert “, or section 253A”, and

(b) in subsection (9) (statutory instruments which are subject to annulment
in pursuance of a resolution of the National Assembly for Wales if
25containing regulations etc made by the Welsh Ministers) for “or 107”
substitute “, 107 or 253A”.

74 Destinations

Before section 50 of the Further and Higher Education Act 1992 insert—

“49B Destinations

(1) 30The Secretary of State may provide destination information to the
governing body of an institution in England within the further
education sector.

(2) The Welsh Ministers may provide destination information to the
governing body of an institution in Wales within the further education
35sector.

(3) In this section “destination information”, in relation to an institution,
means information which—

(a) relates to a former student of the institution, and

(b) includes information as to prescribed activities of the former
40student after leaving the institution.

(4) Regulations under subsection (3)(b) which prescribe activities as to
which the Welsh Ministers may provide information are to be made by
the Welsh Ministers.

(5) Subject to subsection (6)(a), information received under this section is
45not to be published in any form which identifies the individual to
whom it relates.

(6) This section—

(a) does not affect any power to provide or publish information
which exists apart from this section, and

(b) is subject to any express restriction on the provision of
5information imposed by another enactment.”

Part 7 Companies: Transparency

Register of people with significant control

75 Register of people with significant control

10Schedule 3 amends the Companies Act 2006 to require companies to keep a
register of people who have significant control over the company.

76 Review of provisions about PSC registers

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

(a) carry out a review of Part 21A of the Companies Act 2006 (inserted by
15Schedule 3 to this Act) and of other provisions of the Companies Act
2006 inserted by this Act that relate to that Part, and

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

(2) The report must in particular—

(a) set out the objectives intended to be achieved by the provisions of the
20Companies Act 2006 mentioned in subsection (1)(a),

(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 that imposed
less regulation.

(3) 25The Secretary of State must lay the report before Parliament.

(4) The “review period” is the period of 3 years beginning with the day on which
section 86 (duty to deliver confirmation statement instead of annual return)
comes into force.

Register of interests disclosed

77 30Amendment of section 813 of the Companies Act 2006

In section 813 of the Companies Act 2006 (register of interests disclosed: refusal
of inspection or default in providing copy), in subsection (1), for the words “an
order of the court” substitute “section 812”.

Abolition of share warrants to bearer

78 35Abolition of share warrants to bearer

(1) In section 779 of the Companies Act 2006 (issue and effect of share warrant to

bearer), after subsection (3) insert—

“(4) No share warrant may be issued by a company (irrespective of whether
its articles purport to authorise it to do so) on or after the day on which
section 78 of the Small Business, Enterprise and Employment Act 2015
5comes into force.”

(2) For the heading of that section substitute “Prohibition on issue of new share
warrants and effect of existing share warrants”.

(3) Schedule 4—

(a) makes provision for arrangements by which share warrants issued
10before this section comes into force are to be converted into registered
shares or cancelled, and

(b) makes amendments consequential on that provision.

79 Amendment of company’s articles to reflect abolition of share warrants

(1) This section applies in the case of a company limited by shares if, immediately
15before the day on which section 78 comes into force, the company’s articles
contain provision authorising the company to issue share warrants (“the
offending provision”).

(2) The company may amend its articles for the purpose of removing the
offending provision—

(a) 20without having passed a special resolution as required by section 21 of
the Companies Act 2006;

(b) without complying with any provision for entrenchment which is
relevant to the offending provision (see section 22 of that Act).

(3) Section 26 of the Companies Act 2006 sets out the duty of a company to send
25the registrar a copy of its articles where they have been amended.

(4) Expressions defined for the purposes of the Companies Act 2006 have the same
meaning in this section as in that Act.

80 Review of section 78

(1) The Secretary of State must, as soon as reasonably practicable after the end of
30the period of 5 years beginning with the day on which section 78 comes into
force—

(a) carry out a review of section 78, and

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

(2) The report must in particular—

(a) 35set out the objectives intended to be achieved by the section, and

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

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

Corporate directors

81 Requirement for all company directors to be natural persons

(1) 40The Companies Act 2006 is amended as follows.

(2) Omit section 155 (companies required to have at least one director who is a
natural person).

(3) In section 156 (direction requiring company to make appointment)—

(a) in subsection (1), for “section 155” substitute “provision by virtue of
5section 156B(3)”;

(b) in subsection (4), for “of section 154 or 155” substitute “as mentioned in
subsection (1)”.

(4) Before section 157 (and after the preceding cross-heading) insert—

“156A Each director to be a natural person

(1) 10A person may not be appointed a director of a company unless the
person is a natural person.

(2) Subsection (1) does not prohibit the holding of the office of director by
a natural person as a corporation sole or otherwise by virtue of an
office.

(3) 15An appointment made in contravention of this section is void.

(4) Nothing in this section affects any liability of a person under any
provision of the Companies Acts or any other enactment if the person—

(a) purports to act as director, or

(b) acts as shadow director,

20although the person could not, by virtue of this section, be validly
appointed as a director.

(5) This section has effect subject to section 156B (power to provide for
exceptions from requirement that each director be a natural person).

(6) If a purported appointment is made in contravention of this section an
25offence is committed by—

(a) the company purporting to make the appointment,

(b) where the purported appointment is of a body corporate or a
firm that is a legal person under the law by which it is governed,
that body corporate or firm, and

(c) 30every officer of a person falling within paragraph (a) or (b) who
is in default.

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

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

(a) 35in England and Wales, to a fine;

(b) in Scotland or Northern Ireland, to a fine not exceeding level 5
on the standard scale.

156B Power to provide for exceptions from requirement that each director
be a natural person

(1) 40The Secretary of State may make provision by regulations for cases in
which a person who is not a natural person may be appointed a director
of a company.

(2) The regulations must specify the circumstances in which, and any
conditions subject to which, the appointment may be made.

(3) Provision made by virtue of subsection (2) may in particular include
provision that an appointment may be made only with the approval of
a regulatory body specified in the regulations.

(4) The regulations must include provision that a company must have at
5least one director who is a natural person (and for this purpose the
requirement is met if the office of director is held by a natural person as
a corporation sole or otherwise by virtue of an office).

(5) Regulations under this section may amend section 164 so as to require
particulars relating to exceptions to be contained in a company’s
10register of directors.

(6) The regulations may make different provision for different parts of the
United Kingdom.

This is without prejudice to the general power to make different
provision for different cases.

(7) 15Regulations under this section are subject to negative resolution
procedure.

156C Existing director who is not a natural person

(1) In this section “the relevant day” is the day after the end of the period
of 12 months beginning with the day on which section 156A comes into
20force.

(2) Where—

(a) a person appointed a director of a company before section 156A
comes into force is not a natural person, and

(b) the case is not one excepted from that section by regulations
25under section 156B,

that person ceases to be a director on the relevant day.

(3) The company must—

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

(b) 30give notice to the registrar of the change in accordance with
section 167.

(4) If 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
35information of which the company would otherwise have been obliged
to give notice under subsection (3).

(5) If it appears to the registrar that—

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

(b) 40information should have, but has not, been delivered in
accordance with subsection (4),

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

82 Review of section 81

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

(a) 45carry out a review of section 81, and

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

(2) The 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) 5assess whether those objectives remain appropriate and, if so, the
extent to which they could be achieved in another way which imposed
less 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) 10the period of 5 years beginning with the day on which section 81 comes
into force (whether wholly or partly), and

(b) each successive period of 5 years.

Shadow directors

83 Application of directors’ general duties to shadow directors

(1) 15In section 170 of the Companies Act 2006 (scope and nature of general duties
of directors) for subsection (5) substitute—

“(5) The 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
20application of the general duties of directors to shadow directors.

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

(a) for 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
25directors.

(4) In this section—

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

• “general duties of directors” means the duties specified in sections 171 to
  30177 of that Act;

• “prescribed” means prescribed in regulations.

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

84 Shadow directors: definition

(1) In section 251 of the Insolvency Act 1986 (expressions used generally), in the
35definition of “shadow director”, for the words from “(but” to the end substitute
“, but so that a person is not deemed a shadow director by reason only that the
directors act—

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

(b) in accordance with instructions, a direction, guidance or advice given
40by that person in the exercise of a function conferred by or under an
enactment (within the meaning given by section 1293 of the Companies
Act 2006);

(c) in accordance with guidance or advice given 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)”.

(2) In section 22(5) of the Company Directors Disqualification Act 1986 (definition
5of “shadow director”) for the words from “(but” to the end substitute “, but so
that a person is not deemed a shadow director by reason only that the directors
act—

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

(b) in accordance with instructions, a direction, guidance or advice given
10by that person in the exercise of a function conferred by or under an
enactment;

(c) in accordance with guidance or advice given 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)”.

(3) 15In 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, a direction, guidance or advice
given by that person in the exercise of a function conferred by
20or under an enactment;

(c) in accordance with guidance or advice given 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)”.

(4) In section 1293 of the Companies Act 2006 (meaning of “enactment”) after
25paragraph (a) insert—

“(aa) an enactment contained in, or in an instrument made under, a
Measure or Act of the National Assembly for Wales,”.

85 Shadow directors: provision for Northern Ireland

(1) In Article 5(1) of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405S.I. 1989/2405
30(N.I. 19)) (interpretation), in the definition of “shadow director”, for the words
from “(but” to the end substitute “, but so that a person is not deemed a shadow
director by reason only that the directors act—

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

(b) in accordance with instructions, a direction, guidance or advice given
35by that person in the exercise of a function conferred by or under a
statutory provision;

(c) in accordance with guidance or advice given 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)”.

(2) 40In Article 2(2) of the Company Directors Disqualification (Northern Ireland)
Order 2002 (S.I. 2002/3150 (N.I. 4)S.I. 2002/3150 (N.I. 4)) (interpretation), in the definition of
“shadow director”, for the words from “(but” to the end substitute “, but so that
a person is not deemed a shadow director by reason only that the directors
act—

(a) 45on advice given by that person in a professional capacity;

(b) in accordance with instructions, a direction, guidance or advice given
by that person in the exercise of a function conferred by or under a
statutory provision;

(c) in accordance with guidance or advice given 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)”.

Part 8 5Company filing requirements

Annual return reform

86 Duty to deliver confirmation statement instead of annual return

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

“ Part 24 10Annual 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) such information as is necessary to ensure that the company is
15able 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
any duty mentioned in subsection (2) either—

(i) 20has been delivered, or

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

(2) The duties are—

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

(b) 25any 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
incorporation and ending with the date specified in the
30statement (“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
confirmation date of the confirmation statement concerned.

(4) 35The confirmation date of a confirmation statement must be no later
than the last day of the review period concerned.

(5) For the purposes of this Part, each of the following is a review period—

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

(b) 40each period of 12 months beginning with the day after the end
of the previous review period.