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

(2) But regulations may specify circumstances in which a person who is a group
undertaking in relation to such a landlord—

(a) is to be treated, or

(b) may if the Adjudicator so determines be treated,

5as a pub-owning business (as well as or instead of the landlord) for the
purposes of any provision of or made under this Part.

(3) In the period beginning with the day on which the Pubs Code comes into force
and ending with the following 31 March, a pub-owning business is a “pub-
owning business” for the purposes of this Part if, immediately before the Pubs
10Code comes into force, the business was the landlord of 500 or more tied pubs.

(4) In any subsequent financial year, a pub-owning business is a “pub-owning
business” for the purposes of this Part if, for a period of at least 6 months in the
previous financial year, the business was the landlord of 500 or more tied pubs.

(5) For the purposes of calculating the number of tied pubs of which a pub-owning
15business (“B”) is the landlord, any tied pub the landlord of which is a person
who is a group undertaking in relation to B is treated as a tied pub of which B
is the landlord.

(6) The Secretary of State may by regulations—

(a) amend subsections (3) and (4) so as to substitute a different number of
20tied pubs, or a different period, from the number or period for the time
being specified there,

(b) make provision in relation to the calculation of the number of tied pubs,
whether by amending subsection (5) or otherwise.

67 “Tied pub tenant”, “landlord”, “tenancy” and “licence”

(1) 25In this Part a “tied pub tenant” means a person—

(a) who is the tenant or licensee of a tied pub, or

(b) who is a party to negotiations relating to the prospective tenancy of or
licence to occupy premises which are, or on completion of the
negotiations are expected to be, a tied pub.

(2) 30In this Part—

• “landlord” means—

  (a)

  in relation to a tied pub occupied under a tenancy, the
  immediate landlord, or

  (b)

  in relation to a tied pub occupied under a licence, the licensor;

• 35“licence” means a licence to occupy premises; and “licensee” is to be
  construed accordingly;

• “tenancy” means a tenancy created either immediately or derivatively out
  of the freehold, whether—

  (a)

  by a lease or sub-lease,

  (b)

  40by an agreement for a lease or sub-lease,

  (c)

  by a tenancy agreement or sub-tenancy agreement, or

  (d)

  in pursuance of a provision of, or made under, an Act,

  and includes a tenancy at will.

(3) Where two or more persons jointly constitute either the landlord or the tied
45pub tenant, any reference in this Part to the landlord or to the tied pub tenant

is a reference to both or all of the persons who jointly constitute the landlord or
the tied pub tenant, as the case may require.

68 Power to grant exemptions from Pubs Code

(1) The Secretary of State may by regulations provide that the Pubs Code does not,
5or specified provisions of the Pubs Code do not, apply in relation to—

(a) the dealings of pub-owning businesses—

(i) with tied pub tenants of a specified description, or

(ii) in relation to tied pubs of a specified description;

(b) the dealings of a specified pub-owning business or pub-owning
10businesses of a specified description—

(i) with their tied pub tenants or tied pub tenants of a specified
description, or

(ii) in relation to their tied pubs or tied pubs of a specified
description.

(2) 15Regulations under subsection (1) may, in particular, specify a description of
pub-owning businesses or tied pub tenants by reference to—

(a) the nature of the tenancy or licence, or

(b) the nature of any other contractual agreement entered (or to be entered)
into by the tied pub tenant with the pub-owning business, or a person
20nominated by that business, in connection with the tenancy or licence.

(3) The regulations may provide for circumstances in which a tied pub of a
specified description is to be disregarded for the purposes of section 66(3) and
(4) (determining whether a business is a large pub-owning business).

(4) In this section “specified” means specified in regulations.

69 25Interpretation: other provision

(1) In this Part—

• “the Adjudicator” means the Pubs Code Adjudicator;

• “arbitration agreement” has the same meaning as in section 6 of the
  Arbitration Act 1996;

• 30“financial year” means a period of 12 months beginning with 1 April and
  ending on 31 March;

• “group undertaking” has the meaning given by section 1161 of the
  Companies Act 2006;

• “parallel rent assessment” has such meaning as may be prescribed in
  35regulations made by the Secretary of State;

• “product or service tie” means any contractual obligation of a tied pub
  tenant—

  (a)

  that a product to be sold at the tied pub must be supplied by—

  (i)

  the landlord of the tied pub or a person who is a group
  40undertaking in relation to the landlord, or

  (ii)

  a person nominated by the landlord or by a person who
  is group undertaking in relation to the landlord;

  (b)

  to pay for a service supplied by the pub-owning business, or by
  a person nominated by the business;

• 45“the Pubs Code” means the regulations under section 41.

(2) In this Part, a reference to a pub-owning business complying with, or failing to
comply with, the Pubs Code is to be interpreted as a reference to complying
with or failing to comply with—

(a) a provision of the Code with which that business is bound to comply,

(b) 5a provision of the Code which relates to—

(i) a tied pub of which that business is the landlord, or

(ii) negotiations which are expected to result in premises becoming
a tied pub of which that business would be the landlord.

70 Regulations under this Part

(1) 10Subject to subsection (2), regulations under this Part are subject to affirmative
resolution procedure.

(2) Regulations under section 63(1)(c) are subject to negative resolution procedure.

(3) If a draft of an instrument containing regulations under section 68 would, apart
from this subsection, be treated for the purposes of the Standing Orders of
15either House of Parliament as a hybrid instrument, it is to proceed as if it were
not such an instrument.

Part 5 Childcare and schools

71 Funding for free of charge early years provision

(1) 20In section 13A of the Childcare Act 2006 (supply of information: free of charge
early years provision)—

(a) in subsection (3), after “provision” insert “or for funding related to free
of charge early years provision”;

(b) in subsection (6), after “provision” insert “or for funding related to free
25of charge early years provision”.

(2) In section 13B of that Act (unauthorised disclosure of information received
under section 13A), in subsection (2)(b), after “provision” insert “or for funding
related to free of charge early years provision”.

72 Exemption from requirement to register as early years provider

(1) 30In section 34(2) of the Childcare Act 2006 (requirement to register as early years
provider) for “three” substitute “two”.

(2) In section 40(1)(b) of that Act (duty to implement Early Years Foundation
Stage) for “3” substitute “2”.

(3) In section 63(3) of that Act (applications for registration on the general
35register)—

(a) in the words before paragraph (a), for “three” substitute “two”;

(b) in paragraph (c) (as it has effect prior to the coming into force of
paragraph 35(4) of Schedule 1 to the Education and Skills Act 2008) for
“three” substitute “two”.

(4) 40In section 99(1)(b) of that Act (provision of information about young children:
England) for “3” substitute “2”.

(5) In section 157(2)(b) of the Education Act 2002 (independent school standards),
(as that provision has effect until the repeal by paragraph 16 of Schedule 1 to
the Education and Skills Act 2008 comes into force) for “three” substitute
“two”.

(6) 5In section 94(5)(b) of the Education and Skills Act 2008 (independent
educational institution standards) for “three” substitute “two”.

73 Childminding other than on domestic premises

(1) Section 96 of the Childcare Act 2006 (meaning of early years and later years
provision etc.) is amended in accordance with subsections (2) to (5).

(2) 10In subsection (4) (definition of “early years childminding”)—

(a) omit “on domestic premises”, and

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

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

(a) 15for “on domestic premises for reward” substitute “which would
otherwise fall within subsection (4)”, and

(b) omit “on the premises”.

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

(a) omit “on domestic premises”, and

(b) 20after “reward” insert “, where at least half of the provision is on
domestic premises”.

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

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

(b) 25omit “on the premises”.

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

(a) after subsection (1) insert—

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

(a) 30if it is early years childminding in respect of which the
person providing it is required to be registered under
section 33(1), or

(b) if it would be early years childminding but for section
96(5) and in respect of which the person providing it is
35required to be registered under subsection (1A).”, and

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

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

(a) after subsection (1) insert—

“(1ZA) Subsection (1) does not apply in relation to later years
40provision—

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

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

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

74 5Registration of childcare: premises

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

Part 6 10Education evaluation

75 Assessments of effectiveness

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

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

(a) in each of subsections (2)(a) and (3)(a) omit “who has attained the age
15of 19”;

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

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

(d) 20in subsection (4)(b) and (c) omit “such”, in each place.

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

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

(a) for the Part heading substitute “Assessments of effectiveness of
25education and training etc”;

(b) omit the italic heading before section 87.

76 Qualifications

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

30“Qualifications

253A Qualifications

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

(a) the Secretary of State,

(b) 35an information collator,

(c) a prescribed person, or

(d) a person falling within a prescribed category.

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

(a) the Welsh Ministers,

(b) an information collator,

(c) a prescribed person, or

(d) a person falling within a prescribed category.

(3) 5In subsection (2) “prescribed” means prescribed in regulations made by
the Welsh Ministers.

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

(5) 10This section—

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

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

(6) 15In this section—

• “information collator” means any body which, for the purposes of
  or in connection with functions of the Secretary of State or the
  Welsh Ministers, is responsible for collating or checking
  information relating to regulated qualifications or relevant
  20qualifications;

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

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

• “student information” means information (whether obtained
  25under this section or otherwise) relating to an individual who is
  seeking or has sought to obtain, or has obtained, a regulated
  qualification or a relevant qualification”.

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

(a) 30in subsection (1) (orders and regulations to be made by statutory
instrument etc) after “Part 3 or 4” insert “, or section 253A”, and

(b) in subsection (9) (statutory instruments which are subject to annulment
in pursuance of a resolution of the National Assembly for Wales if
containing regulations etc made by the Welsh Ministers) for “or 107”
35substitute “, 107 or 253A”.

77 Destinations

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

“49B Destinations

(1) The Secretary of State may provide destination information to the
40governing body of an institution in England within the further
education sector.

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

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

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

(b) includes information as to prescribed activities of the former
5student after leaving the institution.

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

(5) Subject to subsection (6)(a), information received under this section is
10not to be published in any form which identifies the individual to
whom it relates.

(6) This section—

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

(b) 15is subject to any express restriction on the provision of
information imposed by another enactment.”

Part 7 Companies: Transparency

Register of people with significant control

78 20Register of people with significant control

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

79 Review of provisions about PSC registers

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

(a) 25carry out a review of Part 21A of the Companies Act 2006 (inserted by
Schedule 3 to this Act) and of other provisions of the Companies Act
2006 inserted by this Act that relate to that Part, and

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

(2) The report must in particular—

(a) 30set out the objectives intended to be achieved by the provisions of the
Companies Act 2006 mentioned in subsection (1)(a),

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

(c) assess whether those objectives remain appropriate and, if so, the
extent to which they could be achieved in another way that imposed
35less regulation.

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

(4) The “review period” is the period of 3 years beginning with the day on which
section 89 (duty to deliver confirmation statement instead of annual return)
comes into force.

Register of interests disclosed

80 Amendment of section 813 of the Companies Act 2006

In section 813 of the Companies Act 2006 (register of interests disclosed: refusal
of inspection or default in providing copy), in subsection (1), for the words “an
5order of the court” substitute “section 812”.

Abolition of share warrants to bearer

81 Abolition of share warrants to bearer

(1) In section 779 of the Companies Act 2006 (issue and effect of share warrant to
bearer), after subsection (3) insert—

“(4) 10No share warrant may be issued by a company (irrespective of whether
its articles purport to authorise it to do so) on or after the day on which
section 81 of the Small Business, Enterprise and Employment Act 2015
comes into force.”

(2) For the heading of that section substitute “Prohibition on issue of new share
15warrants and effect of existing share warrants”.

(3) Schedule 4—

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

(b) 20makes amendments consequential on that provision.

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

(1) This section applies in the case of a company limited by shares if, immediately
before the day on which section 81 comes into force, the company’s articles
contain provision authorising the company to issue share warrants (“the
25offending provision”).

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

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

(b) 30without complying with any provision for entrenchment which is
relevant to the offending provision (see section 22 of that Act).

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

(4) Expressions defined for the purposes of the Companies Act 2006 have the same
35meaning in this section as in that Act.

83 Review of section 81

(1) The Secretary of State must, as soon as reasonably practicable after the end of
the period of 5 years beginning with the day on which section 81 comes into
force—

(a) 40carry out a review of section 81, and

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

(2) The report must in particular—

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

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

(3) 5The Secretary of State must lay the report before Parliament.

Corporate directors

84 Requirement for all company directors to be natural persons

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

(2) Omit section 155 (companies required to have at least one director who is a
10natural person).

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

(a) in subsection (1), for “section 155” substitute “provision by virtue of
section 156B(4)”;

(b) in subsection (4), for “of section 154 or 155” substitute “as mentioned in
15subsection (1)”.

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

“156A Each director to be a natural person

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

(2) 20Subsection (1) does not prohibit the holding of the office of director by
a natural person as a corporation sole or otherwise by virtue of an
office.

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

(4) Nothing in this section affects any liability of a person under any
25provision of the Companies Acts or any other enactment if the person—

(a) purports to act as director, or

(b) acts as shadow director,

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

(5) 30This section has effect subject to section 156B (power to provide for
exceptions from requirement that each director be a natural person).

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

(a) the company purporting to make the appointment,

(b) 35where the purported appointment is of a body corporate or a
firm that is a legal person under the law by which it is governed,
that body corporate or firm, and

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

40For this purpose a shadow director is treated as an officer of a company.

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

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

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

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

(1) The Secretary of State may make provision by regulations for cases in
which a person who is not a natural person may be appointed a director
10of a company.

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

(3) Provision made by virtue of subsection (2) may in particular include
provision that an appointment may be made only with the approval of
15a regulatory body specified in the regulations.

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

(5) 20Regulations under this section may amend section 164 so as to require
particulars relating to exceptions to be contained in a company’s
register of directors.

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

25This is without prejudice to the general power to make different
provision for different cases.

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

156C Existing director who is not a natural person

(1) 30In this section “the relevant day” is the day after the end of the period
of 12 months beginning with the day on which section 156A comes into
force.

(2) Where—

(a) a person appointed a director of a company before section 156A
35comes into force is not a natural person, and

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

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

(3) The company must—

(a) 40make the necessary consequential alteration in its register of
directors, and

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

(4) If an election is in force under section 167A in respect of the company,
45the company must, in place of doing the things required by subsection