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

128E Duty to notify registrar of changes

(1) The duty under subsection (2) applies during the period when an
election under section 128B is in force.

(2) The company must deliver to the registrar any relevant information
5that the company would during that period have been obliged under
this Act to enter in its register of members, had the election not been
in force.

(3) “Relevant information” means information other than—

(a) the date mentioned in section 113(2)(b) (date when person
10registered as member),

(b) the date mentioned in section 123(3)(b) (date when
membership of limited company increases from one to two or
more members), and

(c) the dates mentioned in the following provisions, but only in
15cases where the date to be recorded in the central register is
to be the date on which the document containing information
of the relevant change is registered by the registrar—

(i) section 113(2)(c) (date when person ceases to be
member),

(ii) 20section 123(2)(b) (date when company becomes single
member company).

(4) The relevant 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
25required to enter the information in its register of members.

(5) In a case of the kind described in subsection (3)(c), the company
must, when it delivers information under subsection (2) of the
relevant change, indicate to the registrar that, in accordance with
section 1081(1A), the date to be recorded in the central register is to
30be the date on which the document containing that information is
registered by the registrar.

(6) If default is made in complying with this section, 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.

(7) 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.

128F Information as to state of central register

(1) When a person inspects or requests a copy of material on the central
register relating to a company in respect of which an election under
section 128B is in force, the person may ask the company to confirm
5that all information that the company is required to deliver to the
registrar under this Chapter has been delivered.

(2) If a company fails to respond to a request under subsection (1), an
offence is committed by—

(a) the company, and

(b) 10every 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.

128G Power of court to order company to remedy default or delay

(1) This section applies if—

(a) 15the name of a person is without sufficient cause included in,
or omitted from, information that a company delivers to the
registrar under this Chapter concerning its members, or

(b) default is made or unnecessary delay takes place in
informing the registrar under this Chapter of—

(i) 20the name of a person who is to be a member of the
company, or

(ii) the fact that a person has ceased or is to cease to be a
member of the company.

(2) The person aggrieved, or any member of the company, or the
25company, may apply to the court for an order—

(a) requiring the company to deliver to the registrar the
information (or statements) necessary to rectify the position,
and

(b) where applicable, requiring the registrar to record under
30section 1081(1A) the date determined by the court.

(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) On such an application the court may decide—

(a) 35any question relating to the title of a person who is a party to
the application to have the person’s name included in or
omitted from information delivered to the registrar under
this Chapter about the company’s members, whether the
question arises between members or alleged members, or
40between members or alleged members on the one hand and
the company on the other hand, 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
451096 (rectification of register on application to registrar or under
court order).

128H Central register to be evidence

(1) The central register is prima facie evidence of any matters about
which a company is required to deliver information to the registrar
under this Chapter.

(2) 5Subsection (1) does not apply to information to be included in a
statement under section 128B(5)(b) or in any updated statement
under section 128B(6).

128I Time limits for claims arising from delivery to registrar

(1) Liability incurred by a company—

(a) 10from the delivery to the registrar of information under this
Chapter, or

(b) from a failure to deliver any such information,

is not enforceable more than 10 years after the date on which the
information was delivered or, as the case may be, the failure first
15occurred.

(2) This is without prejudice to any lesser period of limitation (and, in
Scotland, to any rule that the obligation giving rise to the liability
prescribes before the expiry of that period).

128J Withdrawing the election

(1) 20A company may withdraw an election made by or in respect of it
under section 128B.

(2) Withdrawal is achieved by giving notice of withdrawal to the
registrar.

(3) The withdrawal takes effect when the notice is registered by the
25registrar.

(4) The effect of withdrawal is that the company’s obligation under
Chapter 2 to maintain a register of members applies from then on
with respect to the period going forward.

(5) This means that, when the withdrawal takes effect—

(a) 30the company must enter in its register of members all the
information that is required to be contained in that register in
respect of matters that are current as at that time,

(b) the company must also retain in its register all the
information that it was required under section 128D(3)(a) to
35keep 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
force that is no longer current.

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

(a) 40stating that the election under section 128B has been
withdrawn,

(b) recording when that withdrawal took effect, and

(c) indicating that information about its members relating to the
period when the election was in force that is no longer
45current is available for public inspection on the central
register.

(7) Subsections (7) and (8) of section 113 apply if a company makes
default in complying with subsection (6) as they apply if a company
makes default in complying with that section.

128K Power to extend option to public companies

(1) 5The Secretary of State may by regulations amend this Act—

(a) to extend sections 128A to 128J (with or without
modification) to public companies or public companies of a
class specified in the regulations, and

(b) to make such other amendments as the Secretary of State
10thinks fit in consequence of that extension.

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

Register of overseas members

4 In Chapter 3 of Part 8 of the Companies Act 2006 (overseas branch registers),
15in section 129 (overseas branch registers), at the end insert—

“(6) A company’s right under subsection (1) to keep an overseas branch
register does not apply during or with respect to any period when an
election is in force in respect of the company under section 128B.”

Register of directors and register of directors’ residential addresses

5 20Chapter 2 of Part 10 of the Companies Act 2006 (appointment and removal
of directors) is amended as follows.

6 Under the heading “Register of directors, etc”, before section 162 insert—

“161A Alternative method of record-keeping

Sections 162 to 167 must be read with sections 167A to 167E (which
25allow for an alternative method of record-keeping in the case of
private companies).”

7 After section 167 insert—

“Option to keep information on the central register

167A Right to make an election

(1) An election may be made under this section in respect of a register of
30directors or a register of directors’ residential addresses (or both).

(2) The election may be made—

(a) by the subscribers wishing to form a private company under
this Act, or

(b) by the private company itself once it is formed and
35registered.

(3) The election is made by giving notice of election to the registrar.

(4) If the notice is given by subscribers wishing to form a private
company, it must be given when the documents required to be
delivered under section 9 are delivered to the registrar.

167B Effective date of election

(1) An election made under section 167A takes effect when the notice of
election is registered by the registrar.

(2) The election remains in force until either—

(a) 5the company ceases to be a private company, or

(b) a notice of withdrawal sent by the company under section
167E is registered by the registrar,

whichever occurs first.

167C Effect of election on obligations under sections 162 to 167

(1) 10If an election is in force under section 167A with respect to a
company, the company’s obligations under sections 162 to 167—

(a) to keep and maintain a register of the relevant kind, and

(b) to notify the registrar of changes to it,

do not apply with respect to the period when the election is in force.

(2) 15The reference in subsection (1) to a register “of the relevant kind” is
to a register (whether a register of directors or a register of directors’
residential addresses) of the kind in respect of which the election is
made.

167D Duty to notify registrar of changes

(1) 20The duty under subsection (2) applies during the period when an
election under section 167A is in force.

(2) The company must deliver to the registrar—

(a) any information of which the company would during that
period have been obliged to give notice under section 167,
25had the election not been in force, and

(b) any statement that would have had to accompany such a
notice.

(3) The information (and any accompanying statement) must be
delivered as soon as reasonably practicable after the company
30becomes aware of the information and, in any event, no later than the
time by which the company would have been required under section
167 to give notice of the information.

(4) If default is made in complying with this section, an offence is
committed by—

(a) 35the 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) A person guilty of an offence under this section is liable on summary
40conviction—

(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) in Scotland or Northern Ireland, to a fine not exceeding level
455 on the standard scale and, for continued contravention, a

daily default fine not exceeding one-tenth of level 5 on the
standard scale.

167E Withdrawing the election

(1) A company may withdraw an election made by or in respect of it
5under section 167A.

(2) Withdrawal is achieved by giving notice of withdrawal to the
registrar.

(3) The withdrawal takes effect when the notice is registered by the
registrar.

(4) 10The effect of withdrawal is that the company’s obligation under
section 162 or (as the case may be) 165 to keep and maintain a register
of the relevant kind, and its obligation under section 167 to notify the
registrar of changes to that register, apply from then on with respect
to the period going forward.

(5) 15This means that, when the withdrawal takes effect—

(a) the company must enter in that register all the information
that is required to be contained in that register in respect of
matters that are current as at that time, but

(b) the company is not required to enter in its register
20information relating to the period when the election was in
force that is no longer current.

167F Power to extend option to public companies

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

(a) to extend sections 167A to 167E (with or without
25modification) to public companies or public companies of a
class specified in the regulations, and

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

(2) Regulations under this section are subject to affirmative resolution
30procedure.”

Register of secretaries

8 Part 12 of the Companies Act 2006 (company secretaries) is amended as
follows.

9 After section 274 insert—

“274A 35 Alternative method of record-keeping

Sections 275 and 276 must be read with sections 279A to 279E (which
allow for an alternative method of record-keeping in the case of
private companies).”

10 After section 279 insert—

“Option to keep information on the central register

279A 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
5this Act, or

(b) by the private company itself once it is formed and
registered.

(2) The election is made by giving notice of election to the registrar.

(3) If the notice is given by subscribers wishing to form a private
10company, it must be given when the documents required to be
delivered under section 9 are delivered to the registrar.

279B Effective date of election

(1) An election made under section 279A takes effect when the notice of
election is registered by the registrar.

(2) 15The election remains in force until either—

(a) the company ceases to be a private company, or

(b) a notice of withdrawal sent by the company under section
279E is registered by the registrar,

whichever occurs first.

279C 20Effect of election on obligations under sections 275 and 276

If an election is in force under section 279A in respect of a company,
the company’s obligations—

(a) to keep and maintain a register of secretaries under section
275, and

(b) 25to notify the registrar of changes to it under section 276,

do not apply with respect to the period when the election is in force.

279D Duty to notify registrar of changes

(1) The duty under subsection (2) applies during the period when an
election under section 279A is in force.

(2) 30The company must deliver to the registrar—

(a) any information of which the company would during that
period have been obliged to give notice under section 276,
had the election not been in force, and

(b) any statement that would have had to accompany such a
35notice.

(3) The information (and any accompanying statement) must be
delivered as soon as reasonably practicable after the company
becomes aware of the information and, in any event, no later than the
time by which the company would have been obliged under section
40276 to give notice of the information.

(4) If default is made in complying with this section, an offence is
committed by—

(a) the company, and

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

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

(5) 5A 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) 10in 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.

279E Withdrawing the election

(1) 15A company may withdraw an election made by or in respect of it
under section 279A.

(2) Withdrawal is achieved by giving notice of withdrawal to the
registrar.

(3) The withdrawal takes effect when the notice is registered by the
20registrar.

(4) The effect of withdrawal is that the company’s obligation under
section 275 to keep and maintain a register of secretaries, and its
obligation under section 276 to notify the registrar of changes to that
register, apply from then on with respect to the period going
25forward.

(5) This means that, when the withdrawal takes effect—

(a) the company must enter in its register of secretaries all the
information that is required to be contained in that register in
respect of matters that are current as at that time, but

(b) 30the company is not required to enter in its register
information relating to the period when the election was in
force that is no longer current.

279F Power to extend option to public companies

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

(a) 35to extend sections 279A to 279E (with or without
modification) to public companies or public companies of a
class specified in the regulations, and

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

(2) 40Regulations under this section are subject to affirmative resolution
procedure.”

Part 2 Related amendments

11 The Companies Act 2006 is amended as follows.

12 In section 12 (statement of proposed officers), in subsection (2), after “will be
required” insert “(or, in the absence of an election under section 167A or
279A, would be required)”.

13 In section 112 (the members of a company), after subsection (2) insert—

“(3) 5Where an election under section 128B is in force in respect of a
company—

(a) the requirement in subsection (1) to enter particulars of
members in the company’s register of members does not
apply, and

(b) 10subsection (2) has effect as if the reference to a person whose
name is entered in the company’s register of members were
a reference to a person with respect to whom the following
steps have been taken—

(i) the person’s name has been delivered to the registrar
15under section 128E, and

(ii) the document containing that information has been
registered by the registrar.”

14 In section 127 (register to be evidence), after the words “in it” insert “, except
for any matters of which the central register is prima facie evidence by virtue
20of section 128H”.

15 In section 246 (putting the address on the public record)—

(a) after subsection (3) insert—

“(3A) But—

(a) subsection (3)(a) does not apply if an election under
25section 167A is in force in respect of the company’s
register of directors, and

(b) subsection (3)(b) does not apply if an election under
section 167A is in force in respect of the company’s
register of directors’ residential addresses.”,

(b) 30after subsection (4) insert—

“(4A) If an election under section 167A is in force in respect of the
company’s register of directors, the company must, in place
of doing the things mentioned in subsection (4)(a) and (b),
deliver the particulars to the registrar in accordance with
35section 167D.”, and

(c) in subsection (5), for “or (4)” substitute “, (4) or (4A)”.

16 In section 286 (votes of joint holders of shares), in subsection (2), after
“register of members” insert “(or, if an election under section 128B is in force
in respect of the company, in the register kept by the registrar under section
401080)”.

17 In section 311 (contents of notices of meetings), in subsection (3)(b)(i), after
“register of members” insert “(or, if an election under section 128B is in force
in respect of the company, by reference to the register kept by the registrar
under section 1080)”.

18 45In section 360B (traded companies: requirements for participating in and

voting at general meetings), after subsection (4) insert—

“(5) If an election is in force under section 128B in respect of a company,
the reference in subsection (2) to the register of members is to be read
as a reference to the register kept by the registrar under section 1080.”

19 5In section 554 (registration of allotment), after subsection (2) insert—

“(2A) If an election is in force under Chapter 2A of Part 8, the obligation
under subsection (1) to register the allotment of shares is replaced by
an obligation to deliver particulars of the allotment of shares to the
registrar in accordance with that Chapter.”

20 10In section 558 (when shares are allotted), after “members” insert “(or, as the
case may be, to have the person’s name and other particulars delivered to
the registrar under Chapter 2A of Part 8 and registered by the registrar)”.

21 In section 588 (liability of subsequent holders of shares), in subsection (3)(a),
after “members” insert “(or, as the case may be, to have his name and other
15particulars delivered to the registrar under Chapter 2A of Part 8 and
registered by the registrar)”.

22 In section 605 (liability of subsequent holders of shares), in subsection (4)(a),
after “members” insert “(or, as the case may be, to have his name and other
particulars delivered to the registrar under Chapter 2A of Part 8 and
20registered by the registrar)”.

23 In section 616 (interpretation of Chapter 7), in subsection (3), after
“members” insert “(or, as the case may be, have your name and other
particulars delivered to the registrar under Chapter 2A of Part 8 and
registered by the registrar)”.

24 25In section 655 (shares no bar to damages against company), after “members”
insert “(or have his name and other particulars delivered to the registrar
under Chapter 2A of Part 8 and registered by the registrar)”.

25 In section 724 (Treasury shares), in subsection (4), after “members” insert
“(or, as the case may be, the company’s name must be delivered to the
30registrar under Chapter 2A of Part 8)”.

26 In section 770 (registration of transfer), after subsection (2) insert—

“(3) If an election under Chapter 2A of Part 8 is in force in respect of the
company, references in this section to registering a transfer (or a
person) are to be read as references to delivering particulars of that
35transfer (or person) to the registrar under that Chapter.”

27 In section 771 (procedure on transfer being lodged), after subsection (2)
insert—

“(2A) If an election is in force under Chapter 2A of Part 8 in respect of the
company, references in this section to registering the transfer are to
40be read as references to delivering particulars of the transfer to the
registrar in accordance with that Chapter.”

28 In section 772 (transfer of shares on application of transferor)—

(a) after “the name of the transferee” insert “(or, as the case may be,
deliver the name of the transferee to the registrar under Chapter 2A
45of Part 8)”, and