Small Business, Enterprise and Employment Bill (HC Bill 117)

(6) But where a company delivers a confirmation statement with a
confirmation date which is earlier than the last day of the review period
concerned, the next review period is the period of 12 months beginning
with the day after the confirmation date.

(7) 5For the purpose of making a confirmation statement, a company is
entitled 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.

(8) But subsection (7) does not apply in a case where the company has
10received notice from the registrar that such information has not been
properly 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
15company’s registered office (see section 87);

(b) in 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) 20the duty to give notice of a change as mentioned in section 167
(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
25force under section 167A (election to keep information in
register 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
30company, the duty to give notice of a change as mentioned in
section 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
35keep 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
register on central register), the duty to deliver anything as
40mentioned 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
notice of a change in the address of that place.

853C 45Duty 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
activities 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
5system 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
10same 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
15capital 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) 20for 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 25Duty 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
30confirmation 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) 35whether 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)
40were 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) 45In this Part—

Small Business, Enterprise and Employment BillPage 62

• “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;

• 5“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) 10a 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
15trading 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) 20Subsection (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)
25of 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) 30the 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
35information of the kind mentioned in subsection (5)(a) is delivered for
the purpose of enabling the entries on the register relating to any given
person to be easily found.

853G Duty to deliver shareholder information: certain traded companies

(1) This section applies where a traded company makes a confirmation
40statement.

(2) A “traded company” is a company any of whose 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.

(3) 45But a company is not a traded company if throughout the confirmation
period concerned—

(a) there 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)
5to the registrar at the same time as it delivers the confirmation
statement.

(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) 10The information is—

(a) the 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) 15the number of shares of each class held by each such person at
that 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) 20to which Part 21A does not apply (information about people
with 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
25delivers the confirmation statement.

(3) Subsection (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) 30This 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
35company.

(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
40equally 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

within 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) 5on such occasions as may be prescribed;

(b) at 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) 10that where a company fails to comply with any duty to deliver
relevant 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
15public company, every secretary of the company, and

(iv) every 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
20contravention, a daily default fine not exceeding one-
tenth 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-
25tenth of level 5 on the standard scale;

(c) that, 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
30relation to the continued contravention;

(d) that 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
35contravention continues and the person is in default;

(ii) 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.

(5) 40The regulations may provide that, for the purposes of any provision
made under subsection (4), a shadow director is to be treated as a
director.

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

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

(1) The Secretary of State may by regulations make further provision as to
the duties to deliver information to the registrar to which a
5confirmation statement is to relate.

(2) The regulations may—

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

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

(3) 10Regulations 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
procedure.

(4) Any other regulations under this section are subject to negative
15resolution procedure.

853L Failure to deliver confirmation statement

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

(a) 20the company,

(b) every director of the company,

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

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

25For 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) in England and Wales to a fine, and, for continued
contravention, a daily default fine not exceeding one-tenth of
30level 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.

(3) 35The 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) It is a defence for a director or secretary charged with an offence under
40subsection (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
subsection (1) in relation to the initial contravention but who is in
45default 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
4 on the standard scale for each day on which the contravention
5continues 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.”

87 Section 86: related amendments

(1) 10The 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) a statement of the type of company it is to be and its
15intended 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) The information as to the company’s intended principal business
20activities 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
(b) substitute—

“(b) 25(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
and reports etc”, and

(b) 30under 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
return” substitute “a confirmation statement”.

(7) 35In 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

88 5Option 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
instead of keeping it on their own registers.

89 Recording of optional information on register

(1) 10After 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
a company or other body to deliver optional information of a
prescribed description to the registrar.

(2) 15In 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
under any enactment to deliver to the registrar.

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

(a) 20imposing requirements on a company or other body in relation
to keeping any of its optional information recorded on the
register up to date;

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

(4) 25Regulations 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
in the list for section 1083 insert—

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

30Directors’ dates of birth

90 Protection of information about a person’s date of birth

(1) Part 35 of the Companies Act 2006 (the registrar of companies) is amended as
follows.

(2) In section 1087 (material not available for public inspection), in subsection (1),
35after paragraph (d) insert—

“(da) information falling within section 1087A(1) (information about
a person’s date of birth);”.

(3) After that section insert—

“1087A Information about a person’s date of birth

(1) Information falls within this subsection at any time (“the relevant
time”) if—

(a) 5it is DOB information,

(b) it is contained in a document delivered to the registrar that is
protected at the relevant time as regards that information,

(c) the document is one in which such information is required to be
stated, and

(d) 10if the document has more than one part, the part in which the
information is contained is a part in which such information is
required to be stated.

(2) “DOB information” is information as to the day of the month (but not
the month or year) on which a relevant person was born.

(3) 15A “relevant person” is an individual—

(a) who is a director of a company, or

(b) whose particulars are stated in a company’s PSC register as a
registrable person in relation to that company (see Part 21A).

(4) A document delivered to the registrar is “protected” at any time
20unless—

(a) it is an election period document,

(b) subsection (7) applies to it at the time, or

(c) it was registered before this section comes into force.

(5) As regards DOB information about a relevant person in his or her
25capacity as a director of the company, each of the following is an
“election period document”—

(a) a statement of the company’s proposed officers delivered under
section 9 in circumstances where the subscribers gave notice of
election under section 167A (election to keep information on
30central register) in respect of the company’s register of directors
when the statement was delivered;

(b) a document delivered by the company under section 167D
(duty to notify registrar of changes while election in force).

(6) As regards DOB information about a relevant person in his or her
35capacity as someone whose particulars are stated in the company’s PSC
register, each of the following is an “election period document”—

(a) a statement of initial significant control delivered under section
9 in circumstances where the subscribers gave notice of election
under section 790W in respect of the company when the
40statement was delivered;

(b) a document containing a statement or updated statement
delivered by the company under section 790W(6)(b) or (7)
(statement accompanying notice of election made after
incorporation);

(c) 45a document delivered by the company under section 790Z (duty
to notify registrar of changes while election in force).

(7) This subsection applies to a document if—

(a) the DOB information relates to the relevant person in his or her
capacity as a director of the company,

(b) an election under section 167A is or has previously been in force
in respect of the company’s register of directors,

(c) 5the document was delivered to the registrar at some point
before that election took effect,

(d) the relevant person was a director of the company when that
election took effect, and

(e) the document was either—

(i) 10a statement of proposed officers delivered under section
9 naming the relevant person as someone who was to be
a director of the company, or

(ii) notice given under section 167 of the relevant person
having become a director of the company.

(8) 15Information about a person does not cease to fall within subsection (1)
when he or she ceases to be a relevant person and, to that extent,
references in this section to a relevant person include someone who
used to be a relevant person.

(9) Nothing in subsection (1) obliges the registrar to check other
20documents or (as the case may be) other parts of the document to
ensure the absence of DOB information.

1087B Disclosure of DOB information

(1) The registrar must not disclose restricted DOB information unless—

(a) the same information about the relevant person (whether in the
25same or a different capacity) is made available by the registrar
for public inspection as a result of being contained in another
description of document in relation to which no restriction
under section 1087 applies (see subsection (2) of that section), or

(b) disclosure of the information by the registrar is permitted by
30subsection (2) or another provision of this Act.

(2) The registrar may disclose restricted DOB information—

(a) to a public authority specified for the purposes of this
subsection by regulations made by the Secretary of State, or

(b) to a credit reference agency.

(3) 35Subsections (3) to (8) of section 243 (permitted use or disclosure of
directors’ residential addresses etc by the registrar) apply for the
purposes of subsection (2) as for the purposes of that section (reading
references there to protected information as references to restricted
DOB information).

(4) 40This section does not apply to restricted DOB information about a
relevant person in his or her capacity as someone whose particulars are
stated in the company’s PSC register if an application under
regulations made under section 790ZF (regulations for protecting PSC
particulars) has been granted with respect to that information and not
45been revoked.

(5) “Restricted DOB information” means information falling within section
1087A(1).”