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
30Schedule 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 Schedule 1A).

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

(a) corporate or firm name,

(b) registered or principal office,

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

(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 Schedule 1A).

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

(5) The Secretary of State may by regulations make further provision
10about 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) The Secretary of State may by regulations amend section 790K so as
15to 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 Duty to keep register

(1) 20A 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
must be entered in the register once all the required particulars of
25that 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
company who is “non-registrable” in relation to the company must
30not 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) If the company becomes aware of a relevant change (within the
35meaning 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
be entered in the register, but

(b) 40in 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.

(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
with the request immediately upon the court giving its decision or,
as the case may be, the proceedings being discontinued.

790Q 20PSC 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
than in accordance with an order of the court, an offence is
committed by—

(a) 25the 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
conviction to a fine not exceeding level 3 on the standard scale and,
for continued contravention, a daily default fine not exceeding one-
30tenth 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
the copy required be sent to the person requesting it.

790R PSC register: offences in connection with request for or disclosure of
35information

(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
deceptive in a material particular.

(2) It is an offence for a person in possession of information obtained by
40exercise 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) to fail to do anything with the result that the information is
disclosed to another person,

45knowing, 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