Companies Act 2006 (c. 46)

[F1PART 21AU.K.Information about people with significant control

Textual Amendments

F1Pt. 21A inserted (26.5.2015 for specified purposes, 6.4.2016 except for the insertion of ss. 790M(9)(c), 790W-790ZE and 30.6.2016 so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 1; S.I. 2015/1329, reg. 3(a); S.I. 2015/2029, regs. 4(a), 5(a)

Modifications etc. (not altering text)

C1Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

CHAPTER 2U.K.Information-gathering

Duty on companiesU.K.

[F2790CBDuty to find out about persons with significant controlU.K.

A company to which this Part applies must take reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company and, if so, to identify them.]

Textual Amendments

F2Ss. 790CB-790EC substituted for ss. 790D, 790E (26.10.2023 for specified purposes, 4.3.2024 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 11; S.I. 2024/269, reg. 2(z10)

790D [F2Company's duty to investigate and obtain information][F2Company’s duty to give notices to persons with significant control]U.K.

[F2(1)A company to which this Part applies must take reasonable steps—

(a)to 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 must 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)to 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 addressee—

(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 included 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 (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)any 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)any 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 beginning 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)Regulations 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)the 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 particulars 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 confidentiality 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 identified, 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)in any other case, any particulars that will allow the person to be contacted by the company.]

[F2(1)A company to which this Part applies must give a notice to a person under this section if—

(a)the company knows or has cause to believe that the person is a registrable person or a registrable relevant legal entity in relation to the company, but

(b)the company has not had confirmation of the person’s status as a registrable person or registrable relevant legal entity or has not had confirmation of all of the required particulars of the person (see section 790K).

(2)The notice must require the person—

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

(b)if they are, to give the company all of the required particulars of the person (see section 790K).

(3)The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4)The company must give the notice—

(a)as soon as reasonably practicable after the company becomes subject to the duty to give a notice under this section, and

(b)in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

(5)A company is not required to give a notice under this section to a person if—

(a)the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and

(b)the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company.

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

(7)Regulations under subsection (6) are subject to negative resolution procedure.]

Textual Amendments

Modifications etc. (not altering text)

C2Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C3Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

[F2790DAObtaining information from third partiesU.K.

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

(a)knows the identity of someone who falls within subsection (2), or

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

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

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

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

(c)an 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.

(3)A company must give a notice under subsection (1) to a person (“a third party”) if the company—

(a)knows or has cause to believe that a person is a registrable person or a registrable relevant legal entity in relation to the company (“a suspected PSC”),

(b)is under a duty to give the suspected PSC a notice under section 790D but does not have the information that it needs in order to contact them, and

(c)knows or has cause to believe that the third party—

(i)knows the identity of the suspected PSC, or

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

(4)A notice under subsection (1) must require the person to whom it is given (“the recipient”)—

(a)to inform the company whether the recipient knows the identity of any person who—

(i)falls within subsection (2), or

(ii)is likely to know the identity of anyone who falls within subsection (2), and

(b)if the recipient does, to give the company any information within the recipient’s knowledge that would allow the company to contact each such person.

(5)The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(6)A person to whom a notice under subsection (1) 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 proceedings.

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

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

(9)In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified.]

Textual Amendments

790E [F2Company's duty to keep information up-to-date][F2Company’s duty to find out about changes in PSC information]U.K.

[F2(1)This section applies if particulars of a registrable person or registrable relevant legal entity are stated in a company's PSC register.

(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)the 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” occurs 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 incomplete.

(5)The company must give the notice

[F3(a)]as soon as reasonably practicable[F4, and

(b)in any event before the end of the period of 14 days beginning with the earlier of the day] after it learns of the change [F5and the day after it] first has reasonable cause to believe that the change has occurred.

(6)The notice must require the addressee—

(a)to 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 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 change, and

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

[F2(1)This section applies if a company—

(a)knows or has cause to believe that there has been a change in the required particulars of a registrable person or a registrable relevant legal entity in relation to the company (see section 790K), but

(b)has not had confirmation that the change has occurred or has not had confirmation of all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(2)The company must give the person a notice requiring the person—

(a)to inform the company whether the change has occurred, and

(b)if it has, to give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(3)The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4)The company must give the notice—

(a)as soon as reasonably practicable after the company becomes subject to the duty to give a notice under subsection (2), and

(b)in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

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

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

Textual Amendments

F3Words in s. 790E(5) renumbered as s. 790E(5)(a) (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 7(a) (with Sch. Pt. 1)

F4S. 790E(5)(b) and word inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 7(b) (with Sch. Pt. 1)

F5Words in s. 790E(5) substituted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 7(c) (with Sch. Pt. 1)

Modifications etc. (not altering text)

[F2790EACompany’s duty to find out about persons ceasing to be PSCsU.K.

(1)This section applies if a company —

(a)knows or has cause to believe that a person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, but

(b)has not had confirmation that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not had confirmation of the date on which the person so ceased.

(2)The company must give the person a notice requiring the person—

(a)to inform the company whether the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and

(b)if the person has, to inform the company of the date on which the person so ceased.

(3)The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4)The company must give the notice—

(a)as soon as reasonably practicable after the company becomes subject to the duty under subsection (2), and

(b)in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

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

Textual Amendments

[F2790EBCompany’s duty to notify failure to comply with noticesU.K.

(1)A company must notify the registrar if a person fails to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it.

(2)The notice must be given within the period of 14 days beginning with the end of the period specified in the notice under section 790D, 790DA, 790E or 790EA.]

Textual Amendments

[F2790ECCompany’s duty to notify of late compliance with noticesU.K.

(1)A company must notify the registrar if a person who has failed to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it subsequently complies.

(2)The notice must be given within the period of 14 days beginning with the day on which the person complied with the notice under section 790D, 790DA, 790E or 790EA.]

Textual Amendments

790F Failure by company to comply with information dutiesU.K.

[F6(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)the company, and

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

[F6(1)If a company fails, without reasonable excuse, to comply with a duty under section 790CB, 790D, 790DA(3), 790E, 790EA, 790EB or 790EC to take steps or give a 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)on 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)in 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 statutory maximum (or both).]

Textual Amendments

F6S. 790F(1) substituted (26.10.2023 for specified purposes, 4.3.2024 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 11; S.I. 2024/269, reg. 2(z10)

Modifications etc. (not altering text)