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

the purpose of enabling the entries on the register relating to any given
person to be easily found.

853G Duty to deliver shareholder information: certain traded companies

(1) This section applies where a traded company makes a confirmation
5statement.

(2) A “traded company” is a company any of whose shares were, at any
time during the confirmation period concerned, shares admitted to
trading on a relevant market or on any other market which is outside
the United Kingdom.

(3) 10But a company is not a traded company if throughout the confirmation
period concerned—

(a) there were shares of the company which were shares admitted
to trading on a relevant market, and

(b) the company was a DTR5 issuer.

(4) 15The company must deliver the information falling within subsection (6)
to the registrar at the same time as it delivers the confirmation
statement.

(5) Subsection (4) does not apply if and to the extent the information most
recently delivered to the registrar under this section applies equally to
20the confirmation period concerned.

(6) The information is—

(a) the name and address (as they appear in the company’s register
of members) of each person who, at the end of the confirmation
date concerned, held at least 5% of the issued shares of any class
25of the company, and

(b) the number of shares of each class held by each such person at
that time.

853H Duty to deliver information about exemption from Part 21A

(1) This section applies where a company—

(a) 30which is not a DTR5 issuer, and

(b) to which Part 21A does not apply (information about people
with significant control, see section 790B),

makes a confirmation statement.

(2) The company must deliver to the registrar a statement of the fact that it
35is a company to which Part 21A does not apply at the same time as it
delivers the confirmation statement.

(3) Subsection (2) does not apply if the last statement delivered to the
registrar under this section applies equally to the confirmation period
concerned.

853I 40Duty to deliver information about people with significant control

(1) This section applies where—

(a) a company to which Part 21A (information about people with
significant control) applies makes a confirmation statement,
and

(b) there is no election in force under section 790X in respect of the
company.

(2) The company must deliver the information stated in its PSC register to
the registrar at the same time as it delivers the confirmation statement.

(3) 5Subsection (2) does not apply if and to the extent that the information
most recently delivered to the registrar under this section applies
equally to the confirmation period concerned.

(4) “PSC register” has the same meaning as in Part 21A (see section 790C).

853J Power to amend duties to deliver certain information

(1) 10The Secretary of State may by regulations make provision about the
duties on a company in relation to the delivery of information falling
within section 853E(4), 853F(5), 853G(6), 853H(2) or 853I(2) (referred to
in this section as “relevant information”).

(2) The regulations may, in particular, make provision requiring relevant
15information to be delivered—

(a) on such occasions as may be prescribed;

(b) at such intervals as may be prescribed.

(3) The regulations may amend or repeal the provisions of sections 853A,
853B and 853E to 853I.

(4) 20The regulations may provide—

(a) that where a company fails to comply with any duty to deliver
relevant information an offence is committed by—

(i) the company,

(ii) every director of the company,

(iii) 25in the case of a private company with a secretary or a
public company, every secretary of the company, and

(iv) every other officer of the company who is in default;

(b) that a person guilty of such an offence is liable on summary
conviction—

(i) 30in England and Wales, to a fine and, for continued
contravention, a daily default fine not exceeding the
greater of £500 and one-tenth of level 4 on the standard
scale;

(ii) in Scotland or Northern Ireland, to a fine not exceeding
35level 5 on the standard scale and, for continued
contravention, a daily default fine not exceeding one-
tenth of level 5 on the standard scale;

(c) that, in the case of continued contravention, an offence is also
committed by every officer of the company who did not commit
40an offence under provision made under paragraph (a) in
relation to the initial contravention but who is in default in
relation to the continued contravention;

(d) that a person guilty of such an offence is liable on summary
conviction—

(i) 45in England and Wales, to a fine not exceeding the
greater of £500 and one-tenth of level 4 on the standard
scale for each day on which the contravention continues
and the person is in default;

(ii) in Scotland or Northern Ireland, to a fine not exceeding
one-tenth of level 5 on the standard scale for each day on
which the contravention continues and the person is in
default.

(5) 5Until section 85(2) of the Legal Aid, Sentencing and Punishment of
Offenders Act 2012 comes into force, in subsection (4)(b)(i), “a fine” is
to be read as “a fine not exceeding level 5 on the standard scale”.

(6) The regulations may provide that, for the purposes of any provision
made under subsection (4), a shadow director is to be treated as a
10director.

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

853K Confirmation statements: power to make further provision by
regulations

(1) 15The Secretary of State may by regulations make further provision as to
the duties to deliver information to the registrar to which a
confirmation statement is to relate.

(2) The regulations may—

(a) amend or repeal the provisions of sections 853A to 853I, and

(b) 20provide for exceptions from the requirements of those sections
as they have effect from time to time.

(3) Regulations under this section which provide that a confirmation
statement must relate to a duty to deliver information not for the time
being mentioned in section 853A(2) are subject to affirmative resolution
25procedure.

(4) Any other regulations under this section are subject to negative
resolution procedure.

853L Failure to deliver confirmation statement

(1) If a company fails to deliver a confirmation statement before the end of
30the period of 14 days after the end of a review period an offence is
committed by—

(a) the company,

(b) every director of the company,

(c) in the case of a private company with a secretary or a public
35company, every secretary of the company, and

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

For this purpose a shadow director is treated as a director.

(2) A person guilty of an offence under subsection (1) is liable on summary
conviction—

(a) 40in England and Wales to a fine, and, for continued
contravention, a daily default fine not exceeding the greater of
£500 and one-tenth of level 4 on the standard scale;

(b) in Scotland or Northern Ireland, to a fine not exceeding level 5
on the standard scale and, for continued contravention, a daily
45default fine not exceeding one-tenth of level 5 on the standard
scale.

(3) The contravention continues until such time as a confirmation
statement specifying a confirmation date no later than the last day of
the review period concerned is delivered by the company to the
registrar.

(4) 5It is a defence for a director or secretary charged with an offence under
subsection (1)(b) or (c) to prove that the person took all reasonable steps
to avoid the commission or continuation of the offence.

(5) In the case of continued contravention, an offence is also committed by
every officer of the company who did not commit an offence under
10subsection (1) in relation to the initial contravention but who is in
default in relation to the continued contravention.

(6) A person guilty of an offence under subsection (5) is liable on summary
conviction—

(a) in England and Wales, to a fine not exceeding the greater of £500
15and one-tenth of level 4 on the standard scale for each day on
which the contravention continues and the person is in default;

(b) in Scotland or Northern Ireland, to a fine not exceeding one-
tenth of level 5 on the standard scale for each day on which the
contravention continues and the person is in default.”

93 20Section 92: related amendments

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

(2) In section 9 (registration documents), in subsection (5)—

(a) omit the “and” after paragraph (a), and

(b) after paragraph (b) insert “; and

(c) 25a statement of the type of company it is to be and its
intended principal business activities.”

(3) Also in section 9, after subsection (5) insert—

“(5A) The information as to the company’s type must be given by reference
to the classification scheme prescribed for the purposes of this section.

(5B) 30The information as to the company’s intended principal business
activities may be given by reference to one or more categories of any
prescribed system of classifying business activities.”

(4) In section 108 (statement of capital required where company re-registering as
a limited company already has share capital), in subsection (2), for paragraph
35(b) substitute—

“(b) (if different) the last statement of capital sent by the company.”

(5) In section 1078 (documents subject to Directive disclosure requirements), in
subsection (2)—

(a) for the heading “Accounts, reports and returns” substitute “Accounts
40and reports etc”, and

(b) under that heading, for “The company’s annual return” substitute
“Any confirmation statement delivered by the company under section
853A.”

(6) In section 1169 (dormant companies), in subsection (3)(b)(iv), for “an annual
45return” substitute “a confirmation statement”.

(7) In Schedule 8 (index of defined expressions)—

(a) omit the entries for “annual return”, “non-traded company” and
“return period”, and

(b) in the appropriate places insert—

Additional information on the register

94 Option for companies to keep information on central register

Schedule 5 amends the Companies Act 2006 to give private companies the
option of keeping certain information on the register kept by the registrar
15instead of keeping it on their own registers.

95 Recording of optional information on register

(1) After section 1084 of the Companies Act 2006 insert—

“1084A Recording of optional information on register

(1) The Secretary of State may make provision by regulations authorising
20a company or other body to deliver optional information of a
prescribed description to the registrar.

(2) In this section “optional information”, in relation to a company or other
body, means information about the company or body which, but for the
regulations, the company or body would not be obliged or authorised
25under any enactment to deliver to the registrar.

(3) The regulations may, in particular, include provision—

(a) imposing requirements on a company or other body in relation
to keeping any of its optional information recorded on the
register up to date;

(b) 30about the consequences of a company or other body failing to
do so.

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

(2) In section 1059A of that Act (scheme of Part 35), in subsection (2), after the entry
35in the list for section 1083 insert—

• “section 1084A (recording optional information on register),”.

Directors’ dates of birth

96 Protection of information about a person’s date of birth

(1) Part 35 of the Companies Act 2006 (the registrar of companies) is amended as
follows.

(2) 5In section 1087 (material not available for public inspection), in subsection (1),
after paragraph (d) insert—

“(da) information falling within section 1087A(1) (information about
a person’s date of birth);”.

(3) After that section insert—

“1087A 10 Information about a person’s date of birth

(1) Information falls within this subsection at any time (“the relevant
time”) if—

(a) it is DOB information,

(b) it is contained in a document delivered to the registrar that is
15protected at the relevant time as regards that information,

(c) the document is one in which such information is required to be
stated, and

(d) if the document has more than one part, the part in which the
information is contained is a part in which such information is
20required to be stated.

(2) “DOB information” is information as to the day of the month (but not
the month or year) on which a relevant person was born.

(3) A “relevant person” is an individual—

(a) who is a director of a company, or

(b) 25whose particulars are stated in a company’s PSC register as a
registrable person in relation to that company (see Part 21A).

(4) A document delivered to the registrar is “protected” at any time
unless—

(a) it is an election period document,

(b) 30subsection (7) applies to it at the time, or

(c) it was registered before this section comes into force.

(5) As regards DOB information about a relevant person in his or her
capacity as a director of the company, each of the following is an
“election period document”—

(a) 35a statement of the company’s proposed officers delivered under
section 9 in circumstances where the subscribers gave notice of
election under section 167A (election to keep information on
central register) in respect of the company’s register of directors
when the statement was delivered;

(b) 40a document delivered by the company under section 167D
(duty to notify registrar of changes while election in force).

(6) As regards DOB information about a relevant person in his or her
capacity as someone whose particulars are stated in the company’s PSC
register, each of the following is an “election period document”—

(a) a statement of initial significant control delivered under section
9 in circumstances where the subscribers gave notice of election
under section 790X in respect of the company when the
statement was delivered;

(b) 5a document containing a statement or updated statement
delivered by the company under section 790X(6)(b) or (7)
(statement accompanying notice of election made after
incorporation);

(c) a document delivered by the company under section 790ZA
10(duty to notify registrar of changes while election in force).

(7) This subsection applies to a document if—

(a) the DOB information relates to the relevant person in his or her
capacity as a director of the company,

(b) an election under section 167A is or has previously been in force
15in respect of the company’s register of directors,

(c) the document was delivered to the registrar at some point
before that election took effect,

(d) the relevant person was a director of the company when that
election took effect, and

(e) 20the document was either—

(i) a statement of proposed officers delivered under section
9 naming the relevant person as someone who was to be
a director of the company, or

(ii) notice given under section 167 of the relevant person
25having become a director of the company.

(8) Information about a person does not cease to fall within subsection (1)
when he or she ceases to be a relevant person and, to that extent,
references in this section to a relevant person include someone who
used to be a relevant person.

(9) 30Nothing in subsection (1) obliges the registrar to check other
documents or (as the case may be) other parts of the document to
ensure the absence of DOB information.

1087B Disclosure of DOB information

(1) The registrar must not disclose restricted DOB information unless—

(a) 35the same information about the relevant person (whether in the
same or a different capacity) is made available by the registrar
for public inspection as a result of being contained in another
description of document in relation to which no restriction
under section 1087 applies (see subsection (2) of that section), or

(b) 40disclosure of the information by the registrar is permitted by
subsection (2) or another provision of this Act.

(2) The registrar may disclose restricted DOB information—

(a) to a public authority specified for the purposes of this
subsection by regulations made by the Secretary of State, or

(b) 45to a credit reference agency.

(3) Subsections (3) to (8) of section 243 (permitted use or disclosure of
directors’ residential addresses etc by the registrar) apply for the
purposes of subsection (2) as for the purposes of that section (reading

references there to protected information as references to restricted
DOB information).

(4) This section does not apply to restricted DOB information about a
relevant person in his or her capacity as someone whose particulars are
5stated in the company’s PSC register if an application under
regulations made under section 790ZG (regulations for protecting PSC
particulars) has been granted with respect to that information and not
been revoked.

(5) “Restricted DOB information” means information falling within section
101087A(1).”

Statements of capital etc

97 Contents of statements of capital

Schedule 6 amends the Companies Act 2006 to alter the content of statements
of capital required under various provisions of that Act.

98 15Public companies: information about aggregate amount paid up on shares

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

(2) In section 94 (application for re-registration as a public company), in
subsection (2)—

(a) omit the “and” at the end of paragraph (c), and

(b) 20after paragraph (d) insert “; and

(e) a statement of the aggregate amount paid up on the
shares of the company on account of their nominal
value.”

(3) In section 762 (procedure for a public company to obtain a trading certificate),
25in subsection (1)—

(a) omit the “and” at the end of paragraph (c), and

(b) after paragraph (d), insert “, and

(e) be accompanied by a statement of the aggregate amount
paid up on the shares of the company on account of their
30nominal value.”

(4) In section 1078 (documents subject to Directive disclosure requirements)—

(a) in subsection (3), under the heading “Share capital”, after the entry
numbered 11 insert—

• “12 Any statement delivered under section 762(1)(e) (statement of the
  35aggregate amount paid up on shares on account of their nominal
  value).”, and

(b) after subsection (3) insert—

“(3A) In the case of a private company which applies to re-register as
a public company, the statement delivered under section
4094(2)(e) (statement of the aggregate amount paid up on shares
on account of their nominal value).”

Registered office disputes

99 Address of company registered office

(1) After section 1097 of the Companies Act 2006 insert—

“1097A Rectification of register relating to company registered office

(1) 5The Secretary of State may make provision by regulations requiring the
registrar, on application, to change the address of a company’s
registered office if the registrar is satisfied that the company is not
authorised to use the address.

(2) The applicant and the company must provide such information as the
10registrar may require for the purposes of determining such an
application.

(3) The regulations may make provision as to—

(a) who may make an application,

(b) the information to be included in and documents to accompany
15an application,

(c) the notice to be given of an application and of its outcome,

(d) the period in which objections to an application may be made,

(e) how an application is to be determined, including in particular
the evidence, or descriptions of evidence, which the registrar
20may without further enquiry rely on to be satisfied that the
company is authorised to use the address,

(f) the referral of the application, or any question relating to the
application, by the registrar for determination by the court,

(g) the registrar requiring a company to provide an address to be
25the company’s registered office,

(h) the nomination by the registrar of an address (a “default
address”) to be the company’s registered office,

(i) the effect of the registration of any change.

(4)
Subject to further provision which may be made by virtue of subsection
30(3)(i), the change takes effect upon it being registered by the registrar,
but until the end of the period of 14 days beginning with the date on
which it is registered a person may validly serve any document on the
company at the address previously registered.

(5) Provision made by virtue of subsection (3)(i) may in particular include
35provision, in relation to the registration of a default address—

(a) for the suspension, for up to 28 days beginning with the date on
which it is registered, of duties of the company under this Act
relating to the inspection of company records or to the
provision, disclosure or display of information,

(b) 40that the default address may not be used for the purpose of
keeping the company’s registers, indexes or other documents,

(c) for there to be no requirement that documents delivered to the
default address for the company must be opened,

(d) for the collection of such documents by the company, or the
45forwarding of such documents to the company,

(e) for the circumstances in which, and the period of time after
which, such documents may be destroyed,

(f) about evidence, or descriptions of evidence, that the registrar
may require a company to provide if giving notice to the
registrar to change the address of its registered office from a
default address.

(6) 5The applicant or the company may appeal the outcome of an
application under this section to the court.

(7) On an appeal, the court must direct the registrar to register such
address as the registered office of the company as the court considers
appropriate in all the circumstances of the case.

(8) 10The regulations may make further provision about an appeal and in
particular—

(a) provision about the time within which an appeal must be
brought and the grounds on which an appeal may be brought,

(b) provision for the suspension, pending the outcome of an
15appeal, of duties of the company under this Act relating to the
inspection of company records or to the provision, disclosure or
display of information,

(c) further provision about directions by virtue of subsection (7).

(9) The regulations may include such provision applying (including
20applying with modifications), amending or repealing an enactment
contained in this Act as the Secretary of State considers necessary or
expedient in consequence of any provision made by the regulations.

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

(2) 25In section 1087(1) of that Act (material not available for public inspection), after
paragraph (g) insert—

“(ga) any application or other document delivered to the registrar
under section 1097A (rectification of company registered office)
other than an order or direction of the court;”.

30Director disputes

100 Company filing requirements: consent to act as director or secretary

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

(2) In section 12 (statement of proposed officers), for the first sentence of
subsection (3) substitute—

• 35“The statement must also include a statement by the subscribers to
  the memorandum of association that each of the persons named
  as a director, as secretary or as one of the joint secretaries has
  consented to act in the relevant capacity.”

(3) In section 95 (statement of proposed secretary), for the first sentence of
40subsection (3) substitute—

• “The statement must also include a statement by the company that
  the person named as secretary, or each of the persons named as
  joint secretaries, has consented to act in the relevant capacity.”

(4) In section 167 (duty to notify registrar of changes), in subsection (2), for