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

(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
5individual 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
10or 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
15the 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) notices under section 790D(5) do not require anyone else to
give any information about that person,

(d) 20the 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
a registrable person or, as the case may be, a registrable
relevant legal entity in relation to any company.

(3) 25The 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
special reasons why that person should be exempted.

Required particulars

790K 30Required particulars

(1) The “required particulars” of an individual who is a registrable
person are—

(a) name,

(b) a service address,

(c) 35the country or state (or part of the United Kingdom) in which
the individual is usually resident,

(d) nationality,

(e) date of birth,

(f) usual residential address,

(g) 40the date on which the individual became a registrable person
in relation to the company in question,

(h) the nature of his or her control over that company (see
Schedule 1A), and

(i) if, in relation to that company, restrictions on using or
disclosing any of the individual’s PSC particulars are in force
under regulations under section 790ZG, that fact.

(2) In the case of a person in relation to which this Part has effect by
5virtue of section 790C(12) as if the person were an individual, the
“required particulars” are—

(a) name,

(b) principal office,

(c) the legal form of the person and the law by which it is
10governed,

(d) the date on which it became a registrable person in relation to
the company in question, and

(e) the nature of its control over the company (see Schedule 1A).

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

(a) 15corporate or firm name,

(b) registered or principal office,

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

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

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

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

(4) 25Section 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
about the particulars required by subsections (1)(h), (2)(e) and (3)(f).

(6) Regulations under subsection (5) are subject to negative resolution
30procedure.

790L Required particulars: power to amend

(1) The 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
35procedure.

CHAPTER 3 Register of people with significant control

790M Duty to keep register

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

(2) 40The 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
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) 5Particulars of any individual with significant control over the
company 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
10once the company becomes aware of the entity’s status as such.

(6) If 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) 15details of the change and the date on which it occurred must
be 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
20to be noted in a company’s PSC register.

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

(9) A person’s required particulars, and the details and date of any
relevant change with respect to a person, are considered for the
25purposes 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
Part or otherwise), or

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

(c) 30they were included in a statement of initial significant control
delivered to the registrar under section 9 by subscribers
wishing to form the company.

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

(a) 35the 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
incorporation, and

(b) in the case of a registrable person, that particular is deemed
40to 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
service address, the entry for him or her in the register may
state that fact instead of repeating the address (but this does
45not 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)
affects 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
5not 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) 10every 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) 15A 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) 20A 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) A 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
25place.

(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
registered office.

(4) If a company makes default for 14 days in complying with subsection
30(2), an offence is committed by—

(a) the company, and

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

(5) 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,
35for 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) A company’s PSC register must be open to the inspection of any
person without charge.

(2) 40Any 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
section 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
the organisation, and

(c) 5the purpose for which the information is to be used.

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) 10apply 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,
15and

(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) 20If 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
25appropriate 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 30PSC 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) 35the 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-
40tenth 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
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
5deceptive 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) 10to 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) 15on 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 to a fine (or both);

(ii) 20in 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
25statutory maximum (or both).

790S Information as to state of register

(1) Where a person inspects the PSC register, or the company provides
a 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
30alterations 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
subsection (1), an offence is committed by—

(a) the company, and

(b) 35every 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 Protected information

(1) Section 790N and subsections (1) and (2) of section 790O are subject
40to—

(a) section 790ZF (protection of information as to usual
residential address), and

(b) any provision of regulations made under section 790ZG
(protection of material).

(2) 45Subsection (1) is not to be taken to affect the generality of the power
conferred by virtue of section 790ZG(3)(f).

790U Removal 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
5to be a registrable person in relation to the company.

(2) An 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.

790V 10Power of court to rectify register

(1) If—

(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) 15default is made or unnecessary delay takes place in entering
on 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) 20The court may either refuse the application or may order rectification
of 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
25who is a party to the application should or should not be
entered in or omitted from the register, and

(b) more 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
30stated in its PSC register to the registrar of companies, the court,
when making an order for rectification of the register, must by its
order 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) 35any other person who is a registrable person or a registrable
relevant legal entity in relation to the company.

CHAPTER 4 Alternative method of record-keeping

790W Introductory

(1) This Chapter sets out rules allowing private companies to keep
40information on the register kept by the registrar instead of entering
it in their PSC register.

(2) The 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 790X is in force in respect of a
company, references in Chapter 2 to the company’s PSC register are
5to be read as references to the central register.

790X 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
this Act, or

(b) 10by 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
eligible person at least 14 days before the day on which the
15election 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) A person is an “eligible person” if—

(a) 20in 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) 25the person is a registrable person or a registrable
relevant 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
30the registrar.

(5) If 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) 35it must be accompanied by a statement confirming that no
objection 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) 40a statement containing all the information that is required to
be 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
45the registrar contains all the information that is required to be
contained in the company’s PSC register as at the time immediately

before the election takes effect (see section 790Y) 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
5company’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) 10every 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 to a fine not exceeding level 3 on the standard scale and,
15for continued contravention, a daily default fine not exceeding one-
tenth of level 3 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
20legal 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) any other matters that are current as at that date or time.

790Y Effective date of election

(1) 25An election made under section 790X takes effect when the notice of
election is registered by the registrar.

(2) The 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
30790ZD is registered by the registrar,

whichever occurs first.

790Z Effect of election on obligations under Chapter 3

(1) The effect of an election under section 790X on a company’s
obligations under Chapter 3 is as follows.

(2) 35The 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) the company must continue to keep a PSC register in
accordance with Chapter 3 (a “historic” register) containing
40all the information that was required to be stated in that
register as at the time immediately before the election took
effect, but

(b) the 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) The company must place a note in its historic register—

(a) 5stating that an election under section 790X 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
inspection on the central register.

(6) 10Subsections (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
do not apply in a case where the election was made by subscribers
15wishing to form a private company.

790ZA Duty to notify registrar of changes

(1) The duty under subsection (2) applies during the period when an
election under section 790X is in force.

(2) The company must deliver to the registrar any information that the
20company would during that period have been obliged under
Chapter 3 to enter in its PSC register, had the election not been in
force.

(3) The information must be delivered as soon as reasonably practicable
after the company becomes aware of it and, in any event, no later
25than 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
committed by—

(a) the company, and

(b) 30every 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
conviction to a fine not exceeding level 3 on the standard scale and,
35for continued contravention, a daily default fine not exceeding one-
tenth of level 3 on the standard scale.

790ZB 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
40section 790X 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) If a company fails to respond to a request under subsection (1), an
offence is committed by—

(a) 45the company, and

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