Small Business, Enterprise and Employment Bill (HL Bill 103)

20 (1) It is an offence for a person intentionally to fail to comply with a requirement
under this Part of this Schedule.

(2) It is a defence for a person charged with that offence to prove that there was
a reasonable excuse for the person’s failure.

21 5It is an offence for a person knowingly to provide false information in
response to a requirement under this Part of this Schedule.

22 A person guilty of an offence under this Part of this Schedule is liable—

(a) on summary conviction, to a fine;

(b) on conviction on indictment, to a fine.

10Part 3 Amendments of legislation

23 In Schedule 2 to the Parliamentary Commissioner Act 1967 (departments etc
subject to investigation) at the appropriate place insert—

• “Pubs Code Adjudicator.”

24 15In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975
(other disqualifying offices) at the appropriate places insert—

• “Member of staff of the Pubs Code Adjudicator.”

• “Pubs Code Adjudicator or Deputy Pubs Code Adjudicator.”

25 In Part 6 of Schedule 1 to the Freedom of Information Act 2000 (public
20authorities) at the appropriate place insert—

• “Pubs Code Adjudicator.”

26 In each of Schedules 14 and 15 to the Enterprise Act 2002 (provisions about
disclosure of information) at the appropriate place insert—

• “Part 4 of the Small Business, Enterprise and Employment Act
  252015.”

Section 77

SCHEDULE 2 Registration of childcare: premises

Childcare Act 2006

1 The Childcare Act 2006 is amended in accordance with paragraphs 2 to 19.

2 30In section 34 (requirement to register: other early years providers)—

(a) in subsection (1), omit “in respect of the premises”;

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

3 In section 36 (applications for registration: other early years providers)—

(a) in subsection (1), omit “on any premises” and “in respect of the
35premises”;

(b) in subsection (1A), omit “on any premises”;

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

4 In section 37 (entry on the register and certificates), in subsection (2)(a) omit
“, in respect of the premises in question”.

5 In section 37A (early years childminder agencies: registers and certificates),
in subsection (2)(a) omit “, in respect of the premises in question”.

6 5In section 53 (requirement to register: other later years providers)—

(a) in subsection (1), omit “in respect of the premises”;

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

7 In section 55 (applications for registration: other later years providers)—

(a) 10in subsection (1), omit “on any premises” and “in respect of the
premises”;

(b) in subsection (1A), omit “on any premises”;

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

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

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

10 In section 57 (special procedure for providers registered in the early years
register), in subsection (2) omit “in respect of particular premises”, “on the
20same premises” and “, in respect of the premises”.

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

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

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

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

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

14 30In section 65 (special procedure for persons already registered in a childcare
register), in subsection (2) omit “in respect of particular premises”, “in
respect of the same premises” and “, in respect of the premises”.

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

(a) 35in subsection (3), omit “in respect of particular premises” and “the
provision on the same premises of”;

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

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

(a) 40after subsection (1) insert—

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

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

(a) may not provide early years childminding at any time
when his registration under that Chapter is
suspended generally in accordance with regulations
5under this section;

(b) may not provide early years childminding on
particular premises at any time when his registration
under that Chapter is suspended in relation to those
premises in accordance with regulations under this
10section.”;

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

(a) may not provide later years childminding at any time
when his registration under that Chapter is
suspended generally in accordance with regulations
15under this section;

(b) may not provide later years childminding on
particular premises at any time when his registration
under that Chapter is suspended in relation to those
premises in accordance with regulations under this
20section.”;

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

(a) may not provide early years provision at any time
when his registration under that Chapter is
suspended generally in accordance with regulations
25under this section;

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

(e) 30in subsection (7), for the words after “childminder” substitute “—

(a) may not provide later years provision, for a child who
has not attained the age of 8, at any time when his
registration under that Chapter is suspended
generally in accordance with regulations under this
35section;

(b) may not provide later years provision, for a child who
has not attained the age of 8, on particular premises at
any time when his registration under that Chapter is
suspended in relation to those premises in accordance
40with regulations under this section.”

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

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

(1) The Secretary of State may by regulations provide—

(a) that a person who without reasonable excuse fails to comply
45with a prescribed requirement falling within section 35(5)(b),
36(5)(b), 54(5)(b) or 55(5)(b) (premises) is guilty of an offence,
and

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

(2) Until section 85(2) of the Legal Aid, Sentencing and Punishment of
Offenders Act 2012 comes into force, in subsection (1)(b), “a fine” is
to be read as “a fine not exceeding level 5 on the standard scale”.”

18 Omit section 94 (power to amend Part 3: applications in respect of multiple
5premises).

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

Water Industry Act 1991

20 In paragraph 12(1) of Schedule 4A to the Water Industry Act 1991 (premises
10that are not to be disconnected) omit “in respect of the premises”.

Section 81

SCHEDULE 3 Register of people with significant control

Part 1 Duty to obtain information and keep register

1 15After Part 21 of the Companies Act 2006 insert—

“ Part 21A Information about people with significant control

CHAPTER 1 Introduction

790A Overview

20This Part is arranged as follows—

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

(b) 25Chapter 2 imposes duties on companies to gather
information, and on others to supply information, to enable
companies to keep the register required by Chapter 3,

(c) Chapter 3 requires companies to keep a register, referred to
as a register of people with significant control over the
30company, and to make the register available to the public,

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

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

790B 35Companies to which this Part applies

(1) This Part applies to companies other than—

(a) DTR5 issuers, and

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

(2) In deciding whether to specify a description of company, the
5Secretary of State is to have regard to the extent to which companies
of that description are bound by disclosure and transparency rules
(in the United Kingdom or elsewhere) broadly similar to the ones
applying to DTR5 issuers.

(3) A “DTR5 issuer” is an issuer to which Chapter 5 of the Disclosure
10Rules and Transparency Rules sourcebook made by the Financial
Conduct Authority (as amended or replaced from time to time)
applies.

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

790C 15Key terms

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

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

(3) 20The “specified conditions” are those specified in Part 1 of Schedule
1A.

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

(a) they are “non-registrable” if they do not hold any interest in
25the company except through one or more other legal entities
over each of which they have significant control and each of
which is a “relevant legal entity” in relation to the company;

(b) otherwise, they are “registrable”,

and references to a “registrable person” in relation to a company are
30to an individual with significant control over the company who is
registrable in relation to that company.

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

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

(a) 35it would have come within the definition of a person with
significant control over the company if it had been an
individual, and

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

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

(a) 40this Part applies to it (whether by virtue of section 790B or
another enactment that extends the application of this Part),

(b) it is a DTR5 issuer,

(c) it is of a description specified in regulations under section
790B (or that section as extended), or

(d) 45it is of a description specified by the Secretary of State by
regulations made under this paragraph.

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

(a) it is “non-registrable” if it does not hold any interest in the
company except through one or more other legal entities over
5each of which it has significant control and each of which is
also a relevant legal entity in relation to the company;

(b) otherwise, it is “registrable”,

and references to a “registrable relevant legal entity” in relation to a
company are to a relevant legal entity which is registrable in relation
10to that company.

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

(a) whether someone—

(i) holds an interest in a company, or

(ii) holds that interest through another legal entity,

15is to be determined in accordance with Part 2 of Schedule 1A;

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

(10) 20The register that a company is required to keep under section 790M
(register of people with significant control over a company) is
referred to as the company’s “PSC register”.

(11) In deciding whether to specify a description of legal entity under
paragraph (d) of subsection (7), the Secretary of State is to have
25regard to the extent to which entities of that description are bound by
disclosure and transparency rules (in the United Kingdom or
elsewhere) broadly similar to the ones applying to an entity falling
within any other paragraph of that subsection.

(12) Subject to express provision in this Part and to any modification
30prescribed by regulations under this subsection, this Part is to be
read and have effect as if each of the following were an individual,
even if they are legal persons under the laws by which they are
governed—

(a) a corporation sole,

(b) 35a government or government department of a country or
territory or a part of a country or territory,

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

(d) a local authority or local government body in the United
40Kingdom or elsewhere.

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

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

CHAPTER 2 Information-gathering

Duty on companies

790D Company’s duty to investigate and obtain information

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

(a) 5to find out if there is anyone who is a registrable person or a
registrable relevant legal entity in relation to the company,
and

(b) if so, to identify them.

(2) Without limiting subsection (1), a company to which this Part applies
10must give notice to anyone whom it knows or has reasonable cause
to believe to be a registrable person or a registrable relevant legal
entity in relation to it.

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

(a) 15to state whether or not he or she is a registrable person in
relation to the company (within the meaning of this Part), and

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

(4) The notice, if addressed to a legal entity, must require the
20addressee—

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

(b) if so, to confirm or correct any of its particulars that are
25included in the notice, and supply any that are missing.

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

(a) knows the identity of someone who falls within subsection
30(6), or

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

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

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

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

(c) 35any entity which would be a relevant legal entity in relation
to the company but for the fact that section 790C(6)(b) does
not apply in respect of it.

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

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

(i) 40any person who falls within subsection (6), or

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

(b) if so, to supply any particulars of theirs that are within the
addressee’s knowledge, and state whether or not the

particulars are being supplied with the knowledge of each of
the persons concerned.

(8) A notice under this section must state that the addressee is to comply
with the notice by no later than the end of the period of one month
5beginning with the date of the notice.

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

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

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

(a) 15the company has already been informed of the person’s
status as a registrable person or registrable relevant legal
entity in relation to it, and been supplied with all the
particulars, and

(b) in the case of a registrable person, the information and
20particulars were provided either by the person concerned or
with 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
25confidentiality of communications) could be maintained in legal
proceedings.

(13) In this section—

(a) a reference to knowing the identity of a person includes
knowing information from which that person can be
30identified, and

(b) “particulars” means—

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

(ii) 35in any other case, any particulars that will allow the
person 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
40register.

(2) The 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) 45the person ceases to be a registrable person in relation to the
company, 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”
5occurs 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
10incomplete.

(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) 15to 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
20notice.

(7) Subsections (8) to (10) of section 790D apply to notices under this
section 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
25change, and

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

790F Failure by company to comply with information duties

(1) 30If 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) 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—

(a) 35on conviction on indictment, to imprisonment for a term not
exceeding two years or a fine (or both);

(b) on summary conviction—

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

(ii) 40in Scotland, to imprisonment for a term not exceeding
twelve months or to a fine not exceeding the statutory
maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not
exceeding six months or to a fine not exceeding the
45statutory maximum (or both).

Duty on others

790G Duty to supply information

(1) This section applies to a person if—

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

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

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

(d) 10the person has not received notice from the company under
section 790D(2), and

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

(2) The person must—

(a) 15notify the company of the person’s status (as a registrable
person or registrable relevant legal entity) in relation to the
company,

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

(c) 20give the company the required particulars (see section 790K).

(3) The duty under subsection (2) must be complied with by the end of
the 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 25Duty to update information

(1) This section applies to a person if—

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

(b) 30a relevant change occurs,

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

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

(e) the person has not received notice from the company under
35section 790E by the end of the period of one month beginning
with the day on which the change occurred.

(2) The person must—

(a) notify the company of the change,

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

(c) 40give the company any information needed to update the PSC
register.

(3) The 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
45which the change occurred, and

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