(d) if applicable, the register of companies in which it is entered
(including details of the state) and its registration number in
that register,

(e) the date on which it became a registrable relevant legal entity
5in relation to the company in question, and

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

(4) Section 163(2) (particulars of directors to be registered: individuals)
applies for the purposes of subsection (1).

(5) 10The Secretary of State may by regulations make further provision
about the particulars required by subsections (1)(h), (2)(e) and (3)(f).

(6) Regulations under subsection (5) are subject to negative resolution
procedure.

790L Required particulars: power to amend

(1) 15The Secretary of State may by regulations amend section 790K so as
to add to or remove from any of the lists of required particulars.

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

CHAPTER 3 Register of people with significant control

790M 20Duty to keep register

(1) A company to which this Part applies must keep a register of people
with significant control over the company.

(2) The required particulars of any individual with significant control
over the company who is “registrable” in relation to the company
25must be entered in the register once all the required particulars of
that individual have been confirmed.

(3) The company must not enter any of the individual’s particulars in
the register until they have all been confirmed.

(4) Particulars of any individual with significant control over the
30company who is “non-registrable” in relation to the company must
not be entered in the register.

(5) But the required particulars of any entity that is a registrable relevant
legal entity in relation to the company must be noted in the register
once the company becomes aware of the entity’s status as such.

(6) 35If the company becomes aware of a relevant change (within the
meaning of section 790E) with respect to a registrable person or
registrable relevant legal entity whose particulars are stated in the
register—

(a) details of the change and the date on which it occurred must
40be entered in the register, but

(b) in the case of a registrable person, the details and date must
not be entered there until they have all been confirmed.

(7) The Secretary of State may by regulations require additional matters
to be noted in a company’s PSC register.

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

(9) 5A person’s required particulars, and the details and date of any
relevant change with respect to a person, are considered for the
purposes of this section to have been “confirmed” if—

(a) the person supplied or confirmed them to the company
(whether voluntarily, pursuant to a duty imposed by this
10Part or otherwise), or

(b) another person did so but with that person’s knowledge, or

(c) they were included in a statement of initial significant control
delivered to the registrar under section 9 by subscribers
wishing to form the company.

(10) 15In the case of someone who was a registrable person or a registrable
relevant legal entity in relation to the company on its incorporation—

(a) the date to be entered in the register as the date on which the
individual became a registrable person, or the entity became
a registrable relevant legal entity, is to be the date of
20incorporation, and

(b) in the case of a registrable person, that particular is deemed
to have been “confirmed”.

(11) For the purposes of this section—

(a) if a person’s usual residential address is the same as his or her
25service address, the entry for him or her in the register may
state that fact instead of repeating the address (but this does
not apply in a case where the service address is stated to be
“The company’s registered office”);

(b) nothing in section 126 (trusts not to be entered on register)
30affects what may be entered in a company’s PSC register or is
receivable by the registrar in relation to people with
significant control over a company (even if they are members
of the company);

(c) see section 790J (exemptions) for cases where a person does
35not count as a registrable person or a registrable relevant
legal entity.

(12) If a company makes default in complying with this section, an
offence is committed by—

(a) the company, and

(b) 40every officer of the company who is in default.

(13) 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-
tenth of level 3 on the standard scale.

(14) 45A company to which this Part applies is not by virtue of anything
done for the purposes of this section affected with notice of, or put
upon inquiry as to, the rights of any person in relation to any shares
or rights in or with respect to the company.

790N Register to be kept available for inspection

(1) A company’s PSC register must be kept available for inspection—

(a) at its registered office, or

(b) at a place specified in regulations under section 1136.

(2) 5A company must give notice to the registrar of the place where its
PSC register is kept available for inspection and of any change in that
place.

(3) No such notice is required if the register has, at all times since it came
into existence, been kept available for inspection at the company’s
10registered office.

(4) If a company makes default for 14 days in complying with subsection
(2), an offence is committed by—

(a) the company, and

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

(5) 15A 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-
tenth of level 3 on the standard scale.

790O Rights to inspect and require copies

(1) 20A company’s PSC register must be open to the inspection of any
person without charge.

(2) Any person may require a copy of a company’s PSC register, or any
part of it, on payment of such fee as may be prescribed.

(3) A person seeking to exercise either of the rights conferred by this
25section must make a request to the company to that effect.

(4) The request must contain the following information—

(a) in the case of an individual, his or her name and address,

(b) in the case of an organisation, the name and address of an
individual responsible for making the request on behalf of
30the organisation,

(c) the purpose for which the information is to be used, and

(d) whether the information will be disclosed to any other
person, and if so—

(i) where that person is an individual, his or her name
35and address,

(ii) where that person is an organisation, the name and
address of an individual responsible for receiving the
information on its behalf, and

(iii) the purpose for which the information is to be used by
40that person.

790P PSC register: response to request for inspection or copy

(1) Where a company receives a request under section 790O, it must
within 5 working days either—

(a) comply with the request, or

(b) 45apply to the court.

(2) If it applies to the court, it must notify the person making the request.

(3) If on an application under this section the court is satisfied that the
inspection or copy is not sought for a proper purpose—

(a) it must direct the company not to comply with the request,
5and

(b) it may further order that the company’s costs (in Scotland,
expenses) on the application be paid in whole or in part by
the person who made the request, even if that person is not a
party to the application.

(4) 10If 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
purpose (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
15appropriate to identify the requests to which it applies.

The order must contain such provision as appears to the court
appropriate 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
20with the request immediately upon the court giving its decision or,
as the case may be, the proceedings being discontinued.

790Q PSC 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
25than in accordance with an order of the court, an offence is
committed by—

(a) the 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
30conviction to a fine not exceeding level 3 on the standard scale and,
for continued contravention, a daily default fine not exceeding one-
tenth 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
35the copy required be sent to the person requesting it.

790R PSC register: offences in connection with request for or disclosure of
information

(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
40deceptive in a material particular.

(2) It is an offence for a person in possession of information obtained by
exercise 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) 45to fail to do anything with the result that the information is
disclosed to another person,

knowing, 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) on summary conviction—

(i) 5in England and Wales, to imprisonment for a term not
exceeding twelve months or to a fine (or both);

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

(iii) 10in Northern Ireland, to imprisonment for a term not
exceeding 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
15a person with a copy of the register or any part of it, the company
must 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
20subsection (1), an offence is committed by—

(a) the 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 25Removal of entries from the register

(1) An 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) 30An entry relating to an entity that used to be a registrable relevant
legal 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) 35If—

(a) the 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
40on the PSC register the fact that a person has ceased to be a
registrable 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
45of the register and payment by the company of any damages
sustained 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) 5more generally, decide any question necessary or expedient
to be decided for rectification of the register.

(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
10order direct notice of the rectification to be given to the registrar.

(5) The 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 15Alternative method of record-keeping

790V Introductory

(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) 20The register kept by the registrar (see section 1080) is referred to in
this 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
25company, references in Chapter 2 to the company’s PSC register are
to 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
30this Act, or

(b) by 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
35eligible person at least 14 days before the day on which the
election 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) 40A person is an “eligible person” if—

(a) in 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) the person is a registrable person or a registrable
5relevant legal entity in relation to the company, and

(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) 10If 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
15objection 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
20be 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
25contained 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
30company’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) 35every 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) 40in England and Wales, to a fine and, for continued
contravention, a daily default fine not exceeding one-tenth of
level 4 on the standard scale;

(b) in Scotland or Northern Ireland, to a fine not exceeding level
5 on the standard scale and, for continued contravention, a
45daily 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
legal 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) 5any other matters that are current as at that date or time.

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) 10the 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) 15The 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) 20the 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) 25the 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) 30The 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
35inspection 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
40do 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) The 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.

(3) 5The 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) If default is made in complying with this section, an offence is
10committed 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
company.

(5) 15A 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
level 4 on the standard scale;

(b) 20in 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 Information as to state of central register

(1) 25When 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
registrar under this Chapter has been delivered.

(2) 30If 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) A person guilty of an offence under this section is liable on summary
35conviction 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,
or omitted from, information that a company delivers to the
40registrar 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
informing the registrar under this Chapter that a person—

(i) 45has 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) The person aggrieved, or any other interested party, may apply to
the court for an order requiring the company to deliver to the
5registrar 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
aggrieved.

(4) 10On 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
this Chapter about persons who are a registrable person or a
15registrable relevant legal entity in relation to the company,
and

(b) any question necessary or expedient to be decided for
rectifying the position.

(5) Nothing in this section affects a person’s rights under section 1095 or
201096 (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) any other person who is a registrable person or a registrable
25relevant 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) Withdrawal is achieved by giving notice of withdrawal to the
30registrar.

(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
Chapter 3 to maintain a PSC register applies from then on with
35respect 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
matters that are current as at that time,

(b) 40the 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
information relating to the period when the election was in
45force that is no longer current.

(6) The company must place a note in its PSC register—