Small Business, Enterprise and Employment Bill (HL Bill 57)

(c) in subsection (1A)(a) and (b), omit “in respect of the premises”.

8 In section 56 (entry on the register and certificates), in subsection (2)(a) omit
“, in respect of the premises in question”.

9 In section 56A (later years childminder agencies: registers and certificates),
5in subsection (2)(a) omit “, in respect of the premises in question”.

10 In section 57 (special procedure for providers registered in the early years
register), in subsection (2) omit “in respect of particular premises”, “on the
same premises” and “, in respect of the premises”.

11 In section 57A (special procedure for providers registered with early years
10childminder agencies)—

(a) in subsection (3), omit “in respect of particular premises”;

(b) in subsection (4), omit “on the same premises” and “, in respect of the
premises”.

12 In section 63 (applications for registration on the general register: other
15childcare providers), in subsection (1), omit “in respect of the premises”.

13 In section 64 (entry on the register and certificates), in subsection (2), omit “,
in respect of the premises in question”.

14 In section 65 (special procedure for persons already registered in a childcare
register), in subsection (2) omit “in respect of particular premises”, “in
20respect of the same premises” and “, in respect of the premises”.

15 In section 65A (procedure for persons already registered with a childminder
agency)—

(a) in subsection (3), omit “in respect of particular premises” and “the
provision on the same premises of”;

(b) 25in subsection (4), omit “, in respect of the premises”.

16 In section 69 (suspension of registration in a childcare register: early years
and later years providers)—

(a) after subsection (1) insert—

“(1A) Regulations under subsection (1) may in particular provide
30that registration may be suspended generally or only in
relation to particular premises.”;

(b) in subsection (3), for the words after “childminder” substitute “—

(a) may not provide early years childminding at any time
when his registration under that Chapter is
35suspended generally in accordance with regulations
under this section;

(b) may not provide early years childminding on
particular premises at any time when his registration
under that Chapter is suspended in relation to those
40premises in accordance with regulations under this
section.”;

(c) in subsection (4), for the words after “childminder” substitute “—

(a) may not provide later years childminding at any time
when his registration under that Chapter is
45suspended generally in accordance with regulations
under this section;

(b) may not provide later years childminding on
particular premises at any time when his registration
under that Chapter is suspended in relation to those
premises in accordance with regulations under this
5section.”;

(d) in subsection (6), for the words after “childminder” substitute “—

(a) may not provide early years provision at any time
when his registration under that Chapter is
suspended generally in accordance with regulations
10under this section;

(b) may not provide early years provision on particular
premises at any time when his registration under that
Chapter is suspended in relation to those premises in
accordance with regulations under this section.”;

(e) 15in subsection (7), for the words after “childminder” substitute “—

(a) may not provide later years provision, for a child who
has not attained the age of 8, at any time when his
registration under that Chapter is suspended
generally in accordance with regulations under this
20section;

(b) may not provide later years provision, for a child who
has not attained the age of 8, on particular premises at
any time when his registration under that Chapter is
suspended in relation to those premises in accordance
25with regulations under this section.”

17 After section 85 (offence of making false or misleading statement) insert—

“85A Offence of providing provision other than on approved premises

The Secretary of State may by regulations provide—

(a) that a person who without reasonable excuse fails to comply
30with a prescribed requirement falling within section 35(5)(b),
36(5)(b), 54(5)(b) or 55(5)(b) (premises) is guilty of an offence,
and

(b) that a person guilty of the offence is liable on summary
conviction to a fine.”

18 35Omit section 94 (power to amend Part 3: applications in respect of multiple
premises).

19 Omit section 105(3)(c) (procedure for an order under section 94) and the “or”
immediately preceding it.

Water Industry Act 1991

20 40In paragraph 12(1) of Schedule 4A to the Water Industry Act 1991 (premises
that are not to be disconnected) omit “in respect of the premises”.

Section 78

SCHEDULE 3 Register of people with significant control

Part 1 Duty to obtain information and keep register

1 5After Part 21 of the Companies Act 2006 insert—

“ Part 21A Information about people with significant control

CHAPTER 1 Introduction

790A Overview

10This Part is arranged as follows—

(a) the remaining provisions of this Chapter identify the
companies to which this Part applies and explain some key
terms, including what it means to have “significant control”
over a company,

(b) 15Chapter 2 imposes duties on companies to gather
information, and on others to supply information, to enable
companies to keep the register required by Chapter 3,

(c) Chapter 3 requires companies to keep a register, referred to
as a register of people with significant control over the
20company, and to make the register available to the public,

(d) Chapter 4 gives private companies the option of using an
alternative method of record-keeping, and

(e) Chapter 5 makes provision for excluding certain material
from the information available to the public.

790B 25Companies to which this Part applies

(1) This Part applies to companies other than—

(a) DTR5 issuers, and

(b) companies of any description specified by the Secretary of
State by regulations.

(2) 30In deciding whether to specify a description of company, the
Secretary of State is to have regard to the extent to which companies
of that description are bound by disclosure and transparency rules
(in the United Kingdom or elsewhere) broadly similar to the ones
applying to DTR5 issuers.

(3) 35A “DTR5 issuer” is 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.

(4) Regulations under this section are subject to affirmative resolution
40procedure.

790C Key terms

(1) This section explains some key terms used in this Part.

(2) References to a person with (or having) “significant control” over a
company are to an individual who meets one or more of the specified
5conditions in relation to the company.

(3) The “specified conditions” are those specified in Part 1 of Schedule
1A.

(4) Individuals with significant control over a company are either
“registrable” or “non-registrable” in relation to the company—

(a) 10they are “non-registrable” if they do not hold any interest in
the company except through one or more other legal entities
over each of which they have significant control and each of
which is a “relevant legal entity” in relation to the company;

(b) otherwise, they are “registrable”,

15and references to a “registrable person” in relation to a company are
to an individual with significant control over the company who is
registrable in relation to that company.

(5) A “legal entity” is a body corporate or a firm that is a legal person
under the law by which it is governed.

(6) 20In relation to a company, a legal entity is a “relevant legal entity” if—

(a) it would have come within the definition of a person with
significant control over the company if it had been an
individual, and

(b) it is subject to its own disclosure requirements.

(7) 25A legal entity is “subject to its own disclosure requirements” if—

(a) this Part applies to it (whether by virtue of section 790B or
another enactment that extends the application of this Part),

(b) it is a DTR5 issuer,

(c) it is of a description specified in regulations under section
30790B (or that section as extended), or

(d) it is of a description specified by the Secretary of State by
regulations made under this paragraph.

(8) A relevant legal entity is either “registrable” or “non-registrable” in
relation to a company—

(a) 35it is “non-registrable” if it does not hold any interest in the
company except through one or more other legal entities over
each of which it has significant control and each of which is
also a relevant legal entity in relation to the company;

(b) otherwise, it is “registrable”,

40and references to a “registrable relevant legal entity” in relation to a
company are to a relevant legal entity which is registrable in relation
to that company.

(9) For the purposes of subsections (4) and (8)—

(a) whether someone—

(i) 45holds an interest in a company, or

(ii) holds that interest through another legal entity,

is to be determined in accordance with Part 2 of Schedule 1A;

(b) whether someone has significant control over that other legal
entity, is to be determined in accordance with subsections (2)
and (3) and Part 1 of Schedule 1A, reading references in those
5provisions to the company as references to that other entity.”

(10) The register that a company is required to keep under section 790M
(register of people with significant control over a company) is
referred to as the company’s “PSC register”.

(11) In deciding whether to specify a description of legal entity under
10paragraph (d) of subsection (7), the Secretary of State is to have
regard to the extent to which entities of that description are bound by
disclosure and transparency rules (in the United Kingdom or
elsewhere) broadly similar to the ones applying to an entity falling
within any other paragraph of that subsection.

(12) 15Subject to express provision in this Part and to any modification
prescribed by regulations under this subsection, this Part is to be
read and have effect as if each of the following were an individual,
even if they are legal persons under the laws by which they are
governed—

(a) 20a corporation sole,

(b) a government or government department of a country or
territory or a part of a country or territory,

(c) an international organisation whose members include two or
more countries or territories (or their governments),

(d) 25a local authority or local government body in the United
Kingdom or elsewhere.

(13) Regulations under subsection (7)(d) are subject to affirmative
resolution procedure.

(14) Subject to subsection (13), regulations under this section are subject
30to negative resolution procedure.

CHAPTER 2 Information-gathering

Duty on companies

790D Company’s duty to investigate and obtain information

(1) A company to which this Part applies must take reasonable steps—

(a) 35to find out if there is anyone who is a registrable person or a
registrable relevant legal entity in relation to the company,
and

(b) if so, to identify them.

(2) Without limiting subsection (1), a company to which this Part applies
40must give notice to anyone whom it knows or has reasonable cause
to believe to be a registrable person or a registrable relevant legal
entity in relation to it.

(3) The notice, if addressed to an individual, must require the
addressee—

(a) to state whether or not he or she is a registrable person in
relation to the company (within the meaning of this Part), and

(b) 5if so, to confirm or correct any particulars of his or hers that
are included in the notice, and supply any that are missing.

(4) The notice, if addressed to a legal entity, must require the
addressee—

(a) to state whether or not it is a registrable relevant legal entity
10in relation to the company (within the meaning of this Part),
and

(b) if so, to confirm or correct any of its particulars that are
included in the notice, and supply any that are missing.

(5) A company to which this Part applies may also give notice to a
15person under this section if it knows or has reasonable cause to
believe that the person—

(a) knows the identity of someone who falls within subsection
(6), or

(b) knows the identity of someone likely to have that knowledge.

(6) 20The persons who fall within this subsection are—

(a) any registrable person in relation to the company;

(b) any relevant legal entity in relation to the company;

(c) any entity which would be a relevant legal entity in relation
to the company but for the fact that section 790C(6)(b) does
25not apply in respect of it.

(7) A notice under subsection (5) may require the addressee—

(a) to state whether or not the addressee knows the identity of—

(i) any person who falls within subsection (6), or

(ii) any person likely to have that knowledge, and

(b) 30if so, to supply any particulars of theirs that are within the
addressee’s knowledge, and state whether or not the
particulars are being supplied with the knowledge of each of
the persons concerned.

(8) A notice under this section must state that the addressee is to comply
35with the notice by no later than the end of the period of one month
beginning with the date of the notice.

(9) The Secretary of State may by regulations make further provision
about the giving of notices under this section, including the form and
content of any such notices and the manner in which they must be
40given.

(10) Regulations under subsection (9) are subject to negative resolution
procedure.

(11) A company is not required to take steps or give notice under this
section with respect to a registrable person or registrable relevant
45legal entity if—

(a) the company has already been informed of the person’s
status as a registrable person or registrable relevant legal

entity in relation to it, and been supplied with all the
particulars, and

(b) in the case of a registrable person, the information and
particulars were provided either by the person concerned or
5with his or her knowledge.

(12) A person to whom a notice under subsection (5) is given is not
required by that notice to disclose any information in respect of
which a claim to legal professional privilege (in Scotland, to
confidentiality of communications) could be maintained in legal
10proceedings.

(13) In this section—

(a) a reference to knowing the identity of a person includes
knowing information from which that person can be
identified, and

(b) 15“particulars” means—

(i) in the case of a registrable person or a registrable
relevant legal entity, the required particulars (see
section 790K), and

(ii) in any other case, any particulars that will allow the
20person to be contacted by the company.

790E Company’s duty to keep information up-to-date

(1) This section applies if particulars of a registrable person or
registrable relevant legal entity are stated in a company’s PSC
register.

(2) 25The company must give notice to the person or entity if the company
knows or has reasonable cause to believe that a relevant change has
occurred.

(3) In the case of a registrable person, a “relevant change” occurs if—

(a) the person ceases to be a registrable person in relation to the
30company, or

(b) any other change occurs as a result of which the particulars
stated for the person in the PSC register are incorrect or
incomplete.

(4) In the case of a registrable relevant legal entity, a “relevant change”
35occurs if—

(a) the entity ceases to be a registrable relevant legal entity in
relation to the company, or

(b) any other change occurs as a result of which the particulars
stated for the entity in the PSC register are incorrect or
40incomplete.

(5) The company must give the notice as soon as reasonably practicable
after it learns of the change or first has reasonable cause to believe
that the change has occurred.

(6) The notice must require the addressee—

(a) 45to confirm whether or not the change has occurred, and

(b) if so—

(i) to state the date of the change, and

(ii) to confirm or correct the particulars included in the
notice, and supply any that are missing from the
notice.

(7) Subsections (8) to (10) of section 790D apply to notices under this
5section as to notices under that section.

(8) A company is not required to give notice under this section if—

(a) the company has already been informed of the relevant
change, and

(b) in the case of a registrable person, that information was
10provided either by the person concerned or with his or her
knowledge.

790F Failure by company to comply with information duties

(1) If a company fails to comply with a duty under section 790D or 790E
to take steps or give notice, an offence is committed by—

(a) 15the company, and

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

(2) 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) 20on summary conviction—

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

(ii) in Scotland, to imprisonment for a term not exceeding
twelve months or to a fine not exceeding the statutory
25maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not
exceeding six months or to a fine not exceeding the
statutory maximum (or both).

Duty on others

790G 30Duty to supply information

(1) This section applies to a person if—

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

(b) the person knows that to be the case or ought reasonably to
35do so,

(c) the required particulars of the person are not stated in the
company’s PSC register,

(d) the person has not received notice from the company under
section 790D(2), and

(e) 40the circumstances described in paragraphs (a) to (d) have
continued for a period of at least one month.

(2) The person must—

(a) notify the company of the person’s status (as a registrable
person or registrable relevant legal entity) in relation to the
45company,

(b) state the date, to the best of the person’s knowledge, on
which the person acquired that status, and

(c) give the company the required particulars (see section 790K).

(3) The duty under subsection (2) must be complied with by the end of
5the period of one month beginning with the day on which all the
conditions in subsection (1)(a) to (e) were first met with respect to the
person.

790H Duty to update information

(1) This section applies to a person if—

(a) 10the required particulars of the person (whether a registrable
person or a registrable relevant legal entity) are stated in a
company’s PSC register,

(b) a relevant change occurs,

(c) the person knows of the change or ought reasonably to do so,

(d) 15the company’s PSC register has not been altered to reflect the
change, and

(e) the person has not received notice from the company under
section 790E by the end of the period of one month beginning
with the day on which the change occurred.

(2) 20The person must—

(a) notify the company of the change,

(b) state the date on which it occurred, and

(c) give the company any information needed to update the PSC
register.

(3) 25The duty under subsection (2) must be complied with by the later
of—

(a) the end of the period of 2 months beginning with the day on
which the change occurred, and

(b) the end of the period of one month beginning with the day on
30which the person discovered the change.

(4) “Relevant change” has the same meaning as in section 790E.

Compliance

790I Enforcement of disclosure requirements

Schedule 1B contains provisions for when a person (whether an
35individual or a legal entity) fails to comply with a notice under
section 790D or 790E or a duty under section 790G or 790H.

Exemption from information and registration requirements

790J Power to make exemptions

(1) The Secretary of State may exempt a person (whether an individual
40or a legal entity) under this section.

(2) The effect of an exemption is—

(a) the person is not required to comply with any notice under
section 790D(2) or 790E (but if a notice is received, the person

must bring the existence of the exemption to the attention of
the company that sent it),

(b) companies are not obliged to take steps or give notice under
those sections to or with respect to that person,

(c) 5notices under section 790D(5) do not require anyone else to
give any information about that person,

(d) the duties imposed by sections 790G and 790H do not apply
to that person, and

(e) the person does not count for the purposes of section 790M as
10a registrable person or, as the case may be, a registrable
relevant legal entity in relation to any company.

(3) The Secretary of State must not grant an exemption under this
section unless the Secretary of State is satisfied that, having regard to
any undertaking given by the person to be exempted, there are
15special reasons why that person should be exempted.

Required particulars

790K Required particulars

(1) The “required particulars” of an individual who is a registrable
person are—

(a) 20name,

(b) a service address,

(c) the country or state (or part of the United Kingdom) in which
the individual is usually resident,

(d) nationality,

(e) 25date of birth,

(f) usual residential address,

(g) the date on which the individual became a registrable person
in relation to the company in question, and

(h) the nature of his or her control over that company (see the
30specified conditions in Schedule 1A).

(2) In the case of a person in relation to which this Part has effect by
virtue of section 790C(12) as if the person were an individual, the
“required particulars” are—

(a) name,

(b) 35principal office,

(c) the legal form of the person and the law by which it is
governed,

(d) the date on which it became a registrable person in relation to
the company in question, and

(e) 40the nature of its control over the company (see the specified
conditions in Schedule 1A).

(3) The “required particulars” of a registrable relevant legal entity are—

(a) corporate or firm name,

(b) registered or principal office,

(c) 45the legal form of the entity and the law by which it is
governed,