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The Register of People with Significant Control Regulations 2016

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Statutory Instruments

2016 No. 339

Companies

The Register of People with Significant Control Regulations 2016

Made

15th March 2016

Coming into force in accordance with regulation 1(2)

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 243, 790B(1)(b), 790C(7)(d), 790C(12), 790K(5), 790M(7), 790O(2), 790ZF, 790ZG, 1088 and 1292 of, and paragraph 25(5)(b) of Schedule 1A and paragraphs 12(1) and (2) of Schedule 1B to, the Companies Act 2006 M1.

In accordance with sections 790B(2) and 790C(11) the Secretary of State is satisfied that the shares of a company or legal entity which are described in regulations 3 and 4 of these Regulations are bound by disclosure and transparency rules broadly similar to the ones applying to DTR5 issuers.

In accordance with sections 790B(4), 790C(13), 790M(8), 790ZG(5), 1088(6), 1290, 1292(3) and 1292(4) of, and paragraph 25(7) of Schedule 1A to, that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.

Modifications etc. (not altering text)

Marginal Citations

M12006 c.46; sections 790A to 790ZG, Schedule 1A and Schedule 1B were inserted by Schedule 3 to the Small Business, Enterprise and Employment Act 2015 (c.26). Section 243 is relied upon in its own right and as applied with modifications by section 790ZF. See section 1167 for the meaning of “prescribed”.

PART 1U.K.GENERAL INTRODUCTORY PROVISIONS

Citation and commencementU.K.

1.—(1) These Regulations may be cited as the Register of People with Significant Control Regulations 2016.

(2) These Regulations come into force on 6th April 2016 other than paragraph 6 of Schedule 5, which comes into force on 30th June 2016.

InterpretationU.K.

2.  In these Regulations—

“the Act” means the Companies Act 2006;

“the 2009 Regulations” means the Companies (Disclosure of Address) Regulations 2009 M2;

“the 2016 Regulations” means the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 M3;

[F1“credit institution” has the same meaning as in regulation 10(1) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;]

[F1“financial institution” has the same meaning as in regulation 10(2) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;]

“former name” means a name by which an individual was formerly known for business purposes;

“limited liability partnership” means a limited liability partnership incorporated under the Limited Liability Partnerships Act 2000 M4;

“name” means a person's forename and surname, except that in the case of—

(a)

a peer; or

(b)

an individual usually known by a title,

the title may be stated instead of that person's forename and surname or in addition to either or both of them;

“personal representative” means the executor or administrator for the time being of a deceased person;

“relevant body” means—

(a)

a police force within the meaning of section 101(1) of the Police Act 1996 M5;

(b)

the Police Service of Northern Ireland; and

(c)

the Police Service of Scotland;

“section 243 decision” means a determination under the 2009 Regulations which is a section 243 decision within the meaning of those Regulations;

“secured information” means the required particulars M6 (other than the particular required by section 790K(1)(i) of the Act) of a registrable person in relation to a company M7;

F2...

“voting rights” means rights to vote at general meetings of the company or legal entity in question, including rights that arise only in certain circumstances, and in relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights, a reference to voting rights is to be read as a reference to rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company;

“voting shares” means shares carrying voting rights; and

“withdrawal notice” has the meaning given in regulation 21.

Textual Amendments

F2Words in reg. 2 revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

Modifications etc. (not altering text)

Marginal Citations

M2S.I. 2009/214; relevant amending instruments are S.I. 2009/1941, 2009/2400, 2009/2437, 2010/2156, 2011/1043, 2011/2085, 2012/700, 2013/472, 2013/1682, 2014/469, 2014/549, 2014/631 and 2015/842.

M6See section 790K of the Act for the meaning of “required particulars”.

M7See section 1 of the Act for the meaning of “company”.

PART 2U.K.APPLICATION AND FEES

Companies to which Part 21A of the Act does not applyU.K.

3.  A company is specified for the purpose of section 790B(1)(b) of the Act if it has voting shares admitted to trading—

F3(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)on a market listed in Schedule 1.

Textual Amendments

Legal entities which are subject to their own disclosure requirementsU.K.

4.  A legal entity M8 (other than one to which section 790C(7)(c) of the Act applies) is specified for the purpose of section 790C(7)(d) of the Act if it has voting shares admitted to trading—

F4(a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b)on a market listed in Schedule 1.

Textual Amendments

Marginal Citations

M8See section 790C(5) of the Act for the meaning of “legal entity”.

Modification for persons covered by section 790C(12) of the ActU.K.

5.—(1) The following modification is prescribed for the purpose of section 790C(12) of the Act.

(2) Sections 790M(2) to [F5(6A)] and (10) of the Act are not to be read and do not have effect as if a person within section 790C(12) of the Act were an individual.

Textual Amendments

Fee for a copy of a company's PSC registerU.K.

6.—(1) The fee prescribed for the purpose of section 790O(2) of the Act is £12.

(2) That fee applies to any single request for a copy of a company's PSC register M9, or any part of it, regardless of how many parts are required to be copied.

Modifications etc. (not altering text)

Marginal Citations

M9See section 790C(10) of the Act for the meaning of “PSC register”.

PART 3U.K.NATURE OF CONTROL AND FOREIGN LIMITED PARTNERS

Particulars required as to nature of controlU.K.

7.—(1) The particulars required by sections 790K(1)(h), 790K(2)(e) and 790K(3)(f) of the Act (particulars as to nature of control over the company) are—

(a)where the person meets the first specified condition M10, the statement listed in Part 1 of Schedule 2 which is applicable to that person;

(b)where the person meets the second specified condition, the statement listed in Part 2 of Schedule 2 which is applicable to that person;

(c)where the person meets the third specified condition, the statement listed in Part 3 of Schedule 2;

(d)where the person meets the fourth specified condition and does not meet the first, second or third specified condition, the statement listed in Part 4 of Schedule 2;

(e)where the person meets the fifth specified condition in connection with a trust, every statement listed in Part 5 of Schedule 2 which is applicable to that person;

(f)where the person meets the fifth specified condition in connection with a firm M11, every statement listed in Part 6 of Schedule 2 which is applicable to that person.

(2) Part 7 of Schedule 2 sets out a rule for the interpretation of Schedule 2.

Modifications etc. (not altering text)

Marginal Citations

M10See section 790C(3) of the Act for the meaning of “specified conditions” and paragraphs 2 to 6 in Part 1 of Schedule 1A to the Act for the meanings of the first, second, third, fourth and fifth conditions.

M11See section 1173(1) of the Act for the meaning of “firm”.

Characteristics of a foreign limited partnerU.K.

8.—(1) The characteristics prescribed for the purposes of paragraph 25(5)(b) of Schedule 1A to the Act are that the individual—

(a)participates in a foreign limited partnership as a limited liability participant; or

(b)directly or indirectly, holds shares or a right in or in relation to a legal entity which participates in a foreign limited partnership as a limited liability participant.

(2) In this regulation—

(a)a “foreign limited partnership” is an arrangement which—

(i)is established under the law of a country or territory outside the United Kingdom;

(ii)consists of at least one person who has unlimited liability for the debts and obligations of the arrangement; and

(iii)consists of at least one person who has no, or limited, liability for the debts and obligations of the arrangement for so long as that person does not take part in the management of the arrangement's business; and

(b)a “limited liability participant” is a person who—

(i)has no, or limited, liability for the debts and obligations of the foreign limited partnership for so long as that person does not take part in the management of the foreign limited partnership's business; and

(ii)does not take part in the management of the foreign limited partnership's business.

Modifications etc. (not altering text)

PART 4U.K.ADDITIONAL MATTERS

Additional matters to be noted in a PSC registerU.K.

9.—(1) The additional matters required to be noted in a company's PSC register under section 790M(7) of the Act are the matters required to be noted by regulations 10 to 17.

(2) Where any additional matter noted in a company's PSC register in accordance with regulation 10, 11, 12 or 13 ceases to be true, the company must note in its PSC register—

(a)that the additional matter has ceased to be true; and

(b)the date on which the additional matter ceased to be true.

Modifications etc. (not altering text)

Additional matters where there is no registrable person or registrable relevant legal entityU.K.

10.—(1) This regulation applies where a company knows or has reasonable cause to believe that there is no registrable person M12 or registrable relevant legal entity M13 in relation to the company.

(2) The company must note in its PSC register that it knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.

Modifications etc. (not altering text)

Marginal Citations

M12See section 790C(4) of the Act for the meaning of “registrable person”.

M13See section 790C(8) of the Act for the meaning of “registrable relevant legal entity”.

Additional matters where there is an unidentified registrable personU.K.

11.—(1) This regulation applies where a company—

(a)knows or has reasonable cause to believe that there is a registrable person in relation to the company; and

(b)has not been able to identify the registrable person.

(2) The company must—

(a)note in its PSC register that it knows or has reasonable cause to believe that there is a registrable person in relation to the company but it has not identified the registrable person; and

(b)make a separate note in its PSC register in respect of each registrable person which the company has been unable to identify.

Modifications etc. (not altering text)

Additional matters where an identified registrable person's particulars are not confirmedU.K.

12.—(1) This regulation applies where—

(a)a company has identified a registrable person in relation to the company; and

(b)all the required particulars of that person have not been confirmed M14 for the purposes of section 790M of the Act.

(2) The company must—

(a)note in its PSC register that it has identified a registrable person in relation to the company but all the required particulars of that person have not been confirmed; and

(b)make a separate note in its PSC register in respect of each registrable person which the company has been unable to identify.

Modifications etc. (not altering text)

Marginal Citations

M14See section 790M(9) of the Act for the meaning of “confirmed”.

Additional matters where a company's investigations are ongoingU.K.

13.—(1) This regulation applies where a company—

(a)is not required to place a note in its PSC register by regulation 10, 11 or 12;

(b)has not entered, and is not required to enter, the required particulars of any registrable person or registrable relevant legal entity in its PSC register; and

(c)has not yet completed taking 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 under section 790D of the Act.

(2) The company must note in its PSC register that it has not yet completed taking 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.

Modifications etc. (not altering text)

Additional matters where there is a failure to comply with a notice given under section 790D of the ActU.K.

14.—(1) This regulation applies where—

(a)a company has given a notice under section 790D of the Act; and

(b)the addressee of the notice has failed to comply with the notice within the time specified in it.

(2) The company must—

(a)note in its PSC register that it has given a notice under section 790D of the Act which has not been complied with; and

(b)make a separate note in its PSC register in respect of each notice under section 790D which has not been complied with.

Modifications etc. (not altering text)

Additional matters where there is a failure to comply with a notice given under section 790E of the ActU.K.

15.—(1) This regulation applies where—

(a)a company has given a notice under section 790E of the Act; and

(b)the addressee of the notice has failed to comply with the notice within the time specified in it.

(2) The company must note in the entry in its PSC register for the addressee that the addressee has failed to comply with a notice given by the company under section 790E of the Act.

Modifications etc. (not altering text)

Additional matters where a notice given under section 790D or section 790E of the Act is complied with after the time specified in the noticeU.K.

16.—(1) This regulation applies where—

(a)a note has been placed in a company's register under regulation 14 or 15; and

(b)the addressee of the notice to which the note relates has complied with the notice after the time specified in the notice.

(2) The company must note in its PSC register—

(a)that the notice has been complied with after the time specified in the notice; and

(b)the date on which the notice was complied with.

Modifications etc. (not altering text)

Additional matters where a company has issued a restrictions noticeU.K.

17.—(1) This regulation applies where a company has issued a restrictions notice M15 under paragraph 1 of Schedule 1B to the Act.

(2) The company must—

(a)note in its PSC register that it has issued a restrictions notice under paragraph 1 of Schedule 1B to the Act; and

(b)make a separate note in its PSC register in respect of each registrable person which the company has been unable to identify.

(3) Where the company withdraws the restrictions notice under paragraph 11 of Schedule 1B to the Act, the company must note in its PSC register—

(a)that it has withdrawn the restrictions notice by giving a withdrawal notice; and

(b)the date specified in the withdrawal notice as the date on which the withdrawal notice was given.

(4) Where a court M16 makes an order under paragraph 8 of Schedule 1B to the Act directing that a relevant interest in the company M17 cease to be subject to restrictions, the company must note in its PSC register—

(a)that the court has made an order under paragraph 8 of Schedule 1B to the Act directing that a relevant interest in the company cease to be subject to restrictions; and

(b)the date on which that order takes effect.

Modifications etc. (not altering text)

Marginal Citations

M15See paragraph 1(2) of Schedule 1B to the Act for the meaning of “restrictions notice”.

M16See section 1156(1) of the Act for the meaning of “court”; section 1156(1) was amended by paragraph 43(a) of Schedule 9 to the Crime and Courts Act 2013 (c.22).

M17See paragraph 2 of Schedule 1B to the Act for the meaning of “a relevant interest in a company”.

PART 5U.K.WARNING AND RESTRICTIONS NOTICES

Content of a warning noticeU.K.

18.  A warning notice M18 given under paragraph 1 of Schedule 1B to the Act must—

(a)specify the date on which the warning notice is given;

(b)be accompanied by a copy of the notice given under section 790D or 790E of the Act to which the warning notice relates;

(c)identify the addressee's relevant interest in the company by reference to the shares or right in question;

(d)state that the company will consider reasons provided to it as to why the addressee failed to comply with the notice given under section 790D or 790E of the Act;

(e)explain the effect of a restrictions notice; and

(f)state that, by virtue of a restrictions notice, certain acts or failures to act may constitute an offence.

Modifications etc. (not altering text)

Marginal Citations

M18See paragraph 1(2) of Schedule 1B to the Act for the meaning of “warning notice”.

Content of a restrictions noticeU.K.

19.  A restrictions notice issued under paragraph 1 of Schedule 1B to the Act must—

(a)specify the date on which the restrictions notice is issued;

(b)be accompanied by a copy of the warning notice which preceded the restrictions notice;

(c)identify the addressee's relevant interest in the company by reference to the shares or right in question;

(d)explain the effect of the restrictions notice;

(e)state that, by virtue of the restrictions notice, certain acts or failures to act may constitute an offence; and

(f)state that an aggrieved person may apply to the court for an order directing that the relevant interest cease to be subject to restrictions.

Modifications etc. (not altering text)

Failure to comply with a section 790D or 790E notice: valid reasonU.K.

20.  A company must take into account any incapacity of the addressee of a notice given under section 790D or 790E of the Act in deciding what counts as a “valid reason” sufficient to justify the addressee's failure to comply with the notice.

Modifications etc. (not altering text)

Withdrawal of a restrictions noticeU.K.

21.  Where a company is required to withdraw a restrictions notice under paragraph 11 of Schedule 1B to the Act by notice (a “withdrawal notice”), the withdrawal notice must—

(a)be given before the end of the period of 14 days beginning with the day on which the company became required to withdraw the restrictions notice under that paragraph;

(b)specify the date on which the withdrawal notice is given;

(c)identify the addressee's relevant interest in the company by reference to the shares or right in question; and

(d)state that the relevant interest is no longer subject to restrictions.

Modifications etc. (not altering text)

PART 6U.K.THE PROTECTION OF USUAL RESIDENTIAL ADDRESS INFORMATION

Permitted disclosure of usual residential address information by the registrar to specified public authoritiesU.K.

F622.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F6 Reg. 22 revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

Permitted disclosure of usual residential address information by the registrar to credit reference agenciesU.K.

23.—(1) The conditions specified for the disclosure of information within section 790ZF(2) of the Act by the registrar to a credit reference agency M19 in accordance with section 243 of the Act (as applied by section 790ZF of the Act) are listed in Part 2 of Schedule 4.

(2) The registrar may rely on a statement delivered to the registrar by a credit reference agency under Part 2 of Schedule 4 as sufficient evidence of the matters stated in it.

Modifications etc. (not altering text)

Marginal Citations

M19See section 243(7) of the Act for the meaning of “credit reference agency”.

Circumstances where the registrar must refrain from disclosure of usual residential address informationU.K.

24.—(1) The registrar must not disclose information within section 790ZF(2) of the Act to a credit reference agency if in relation to that information an application has been made under regulation 25, 26 or 27—

(a)which has not yet been determined by the registrar and has not been withdrawn under regulation 29;

(b)which has been determined by the registrar in favour of the applicant (but see paragraph (2));

(c)which was unsuccessful and the period for applying for permission to appeal in regulation 30(3) has not passed;

(d)which was unsuccessful and an appeal to the court in respect of that application under regulation 30 has not been determined by the court; or

(e)which was unsuccessful and the applicant has successfully appealed the determination.

(2) Paragraph (1)(b) does not apply where the determination has ceased to have effect under regulation 31.

(3) For the purposes of this regulation, an application is made when it has been registered by the registrar.

Modifications etc. (not altering text)

Application by an individual requiring the registrar to refrain from disclosing that individual's usual residential address information to a credit reference agencyU.K.

25.—(1) An individual who is, or proposes to become, a registrable person in relation to a company may make an application to the registrar requiring the registrar to refrain from disclosing to a credit reference agency information within section 790ZF(2) of the Act relating to that individual.

(2) The grounds on which an application may be made are that—

(a)the applicant reasonably believes that there is a serious risk that the applicant, or a person who lives with the applicant, will be subjected to violence or intimidation as a result of the activities of at least one of—

(i)the companies in relation to which the applicant is, or proposes to become, a registrable person;

(ii)the companies in relation to which the applicant used to be a registrable person;

(iii)the limited liability partnerships in relation to which the applicant is, or proposes to become, a registrable person under the 2016 Regulations;

(iv)the limited liability partnerships in relation to which the applicant used to be a registrable person under the 2016 Regulations;

(v)the limited liability partnerships in relation to which the applicant is or proposes to become a member;

(vi)the limited liability partnerships in relation to which the applicant used to be a member;

(vii)the companies in relation to which the applicant is, or proposes to become, a director M20;

(viii)the companies in relation to which the applicant used to be a director; or

(ix)the overseas companies M21 of which the applicant is or used to be a director, secretary or permanent representative; or

(b)a section 243 decision has been made in respect of the applicant which has not ceased to have effect under regulation 15 of the 2009 Regulations.

(3) The application must contain—

(a)a statement of the grounds on which the application is made;

(b)the name and any former name of the applicant;

(c)the date of birth of the applicant;

(d)the usual residential address of the applicant;

(e)the e-mail address of the applicant, if any;

(f)the name and registered number of each company in relation to which the applicant is, or proposes to become, a registrable person;

(g)where the grounds of the application are those described in paragraphs (2)(a)(ii) to (ix), the names and registered numbers of the companies, limited liability partnerships and overseas companies whose activities are relevant to the application; and

(h)where the grounds of the application are those described in paragraph (2)(b), the name and registered number of the company in relation to which the section 243 decision was made, unless the section 243 decision relates to a proposed company which was never incorporated.

(4) Where the grounds of the application are those described in paragraph (2)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(5) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant notice of the determination.

(6) Where the application is unsuccessful, the notice under paragraph (5) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Modifications etc. (not altering text)

Marginal Citations

M20See section 250 of the Act for the meaning of “director”.

M21See section 1044 of the Act for the meaning of “overseas company”.

Application by a company requiring the registrar to refrain from disclosing an individual's usual residential address information to a credit reference agencyU.K.

26.—(1) A company (“the applicant”) may make an application to the registrar requiring the registrar to refrain from disclosing to a credit reference agency information within section 790ZF(2) of the Act relating to an individual (“R”) who is, or proposes to become, a registrable person in relation to the company.

(2) A company may only make an application under paragraph (1) where R has given consent for the company to make the application on R's behalf.

(3) The grounds on which an application may be made are that—

(a)the applicant reasonably believes that there is a serious risk that R, or a person who lives with R, will be subjected to violence or intimidation as a result of the applicant's activities; or

(b)a section 243 decision has been made in respect of R which has not ceased to have effect under regulation 15 of the 2009 Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who is, or proposes to become, a registrable person in relation to the company.

(5) The application must contain—

(a)a statement of the grounds on which the application is made;

(b)confirmation that R consents to the making of the application;

(c)the name and registered number of the applicant;

(d)the address of the registered office of the applicant;

(e)the e-mail address of the applicant, if any;

(f)the name and any former name of R;

(g)the date of birth of R;

(h)the usual residential address of R;

(i)the e-mail address of R, if any;

(j)where R is a registrable person in relation to another company, the name and registered number of that company; and

(k)where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the section 243 decision was made, unless the section 243 decision relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to R notice of the determination.

(8) Where the application is unsuccessful, the notice under paragraph (7) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Modifications etc. (not altering text)

Application by a subscriber to a memorandum of association requiring the registrar to refrain from disclosing an individual's usual residential address information to a credit reference agencyU.K.

27.—(1) A subscriber to a memorandum of association (“the applicant”) may make an application to the registrar requiring the registrar to refrain from disclosing to a credit reference agency information within section 790ZF(2) relating to an individual (“R”) who proposes to become, on or after the formation of the company to which the memorandum relates, a registrable person in relation to the company.

(2) A subscriber to a memorandum of association may only make an application under paragraph (1) where R has given consent for the subscriber to make the application on R's behalf.

(3) The grounds on which an application may be made are that—

(a)the applicant reasonably believes that there is a serious risk that R, or a person who lives with R, will be subjected to violence or intimidation as a result of the proposed activities of the company to which the memorandum relates; or

(b)a section 243 decision has been made in respect of R which has not ceased to have effect under regulation 15 of the 2009 Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who proposes to become a registrable person in relation to the proposed company.

(5) The application must contain—

(a)a statement of the grounds on which the application is made;

(b)confirmation that R consents to the making of the application;

(c)the name and any former name of the applicant;

(d)the usual residential address of the applicant;

(e)the e-mail address of the applicant, if any;

(f)the name of the proposed company to which the memorandum relates;

(g)the name and any former name of R;

(h)the date of birth of R;

(i)the usual residential address of R;

(j)the e-mail address of R, if any;

(k)where R is a registrable person in relation to another company, the name and registered number of that company; and

(l)where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the section 243 decision was made, unless the section 243 decision relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to R notice of the determination.

(8) Where the application is unsuccessful, the notice under paragraph (7) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Modifications etc. (not altering text)

Matters relating to an application made under regulation 25, 26 or 27U.K.

28.—(1) For the purpose of determining an application made under regulation 25, 26 or 27 the registrar may—

(a)direct that additional information or evidence should be delivered to the registrar;

(b)refer any question relating to an assessment of the nature or extent of any risk of violence or intimidation to a relevant body or to any other person the registrar considers may be able to assist in making the assessment; and

(c)accept any answer to a question referred under paragraph (1)(b) as providing sufficient evidence of the nature or extent of any risk.

(2) The registrar must not make available for public inspection—

(a)any application made under regulation 25, 26 or 27;

(b)any documents provided in support of that application;

(c)any notice provided under regulation 29 (notice of withdrawal of application);

(d)any notice provided under regulation 30(4) (notice of an appeal);

(e)any notice provided under regulation 31 (notice that determination no longer wanted); or

(f)any representations delivered under regulation 32 (representations as to why determination should not be revoked).

(3) A person who makes an application under regulation 25, 26 or 27 must inform the registrar in writing without delay upon becoming aware of any change to any information or evidence provided to the registrar in connection with the application.

Modifications etc. (not altering text)

Withdrawal of an application made under regulation 25, 26 or 27U.K.

29.  If a person in relation to whom an application has been made under regulation 25, 26 or 27 that has not yet been determined notifies the registrar in writing that the person no longer wishes the registrar to determine the application, the registrar is not required to determine the application under regulation 25(5), 26(7) or 27(7) (as the case may be).

Modifications etc. (not altering text)

Appealing against a determination made under regulation 25, 26 or 27U.K.

30.—(1) Subject to paragraph (2), an applicant who has received notice under regulation 25(5), 26(7) or 27(7) that the applicant's application has been unsuccessful may appeal to the High Court or, in Scotland, the Court of Session on the grounds that the determination—

(a)is unlawful;

(b)is irrational or unreasonable; or

(c)has been made on the basis of a procedural impropriety or otherwise contravenes the rules of natural justice.

(2) No appeal may be brought unless the permission of the court has been obtained.

(3) No application for such permission may be made after 28 days beginning with the date of the notice under regulation 25(5), 26(7) or 27(7) unless the court is satisfied that there was good reason for the failure of the applicant to seek permission before the end of that period.

(4) An applicant who seeks permission to appeal must serve written notice of the application on the registrar within 7 days beginning with the date on which the application for permission was issued.

(5) The court determining an appeal may—

(a)dismiss the appeal; or

(b)quash the determination.

(6) Where the court quashes a determination it may refer the matter to the registrar with a direction to reconsider it and make a determination in accordance with the findings of the court.

Modifications etc. (not altering text)

Duration of a determination made under regulation 25, 26 or 27U.K.

31.  A determination made under regulation 25(5), 26(7) or 27(7) that an application is successful continues to have effect until—

(a)either—

(i)the person to whom the determination relates; or

(ii)that person's personal representative,

notifies the registrar in writing that he or she wishes the determination to cease to have effect; or

(b)the registrar revokes the determination under regulation 32.

Modifications etc. (not altering text)

Revocation of a determination made under regulation 25, 26 or 27U.K.

32.—(1) The registrar may revoke a determination made under regulation 25(5), 26(7) or 27(7) that an application is successful if—

(a)the applicant in relation to the determination or (if different) any person to whom the application relates has been found guilty of an offence under [F7section 1112 (false statements: basic offence) or section 1112A (false statements: aggravated offence) of the Act]) in respect of purported compliance with any provision of this Part;

(b)the registrar has sent a notice in accordance with paragraph (2) to the applicant in relation to the determination and (if different) the person to whom the determination relates; and

(c)the period of 28 days beginning with the date of that notice has expired.

(2) The notice mentioned in paragraph (1)(b) must inform the addressee—

(a)of the registrar's intention to revoke the determination;

(b)that the addressee may, within 28 days beginning with the date of the notice, deliver representations in writing to the registrar as to why the registrar should not revoke the determination; and

(c)that if the registrar receives such representations within that period, the registrar will have regard to the representations in deciding whether to revoke the determination.

(3) If within the period specified in paragraph (2)(b) the addressee of the notice delivers representations in writing to the registrar as to why the registrar should not revoke the determination, the registrar must have regard to the representations in deciding whether to revoke the determination.

(4) The registrar must send notice of the registrar's decision as to whether to revoke a determination to the applicant in relation to the determination and (if different) the person to whom the determination relates within 7 days beginning with the date of the decision.

Textual Amendments

Modifications etc. (not altering text)

PART 7U.K.THE PROTECTION OF SECURED INFORMATION

Circumstances where the registrar must omit secured information from material on the register available for public inspectionU.K.

33.—(1) The registrar must omit secured information from the material on the register that is available for public inspection if—

(a)in relation to that information an application has been made under regulation 36, 37 or 38—

(i)which has not yet been determined by the registrar and has not been withdrawn under regulation 40;

(ii)which has been determined by the registrar in favour of the applicant (but see paragraph (4));

(iii)which was unsuccessful and a period of 42 days beginning with the date of the notice sent under regulation 36(5), 37(5) or 38(5) has not passed;

(iv)which was unsuccessful and an appeal to the court in respect of that application under regulation 41 has not been determined by the court; or

(v)which was unsuccessful and the applicant has successfully appealed the determination; and

(b)that information is contained in a document delivered to the registrar in which such information is required to be stated and, in the case of a document having more than one part, the information is contained in a part of the document in which such information is required to be stated.

(2) The registrar is not obliged to check documents, other than those described in paragraph (1)(b), to ensure the absence of secured information in relation to which an application under regulation 36, 37 or 38 has been made.

(3) If the secured information in relation to which an application under regulation 36, 37 or 38 is made is available for public inspection on the register at the time that the application is made, the registrar must comply with paragraph (1) as soon as reasonably practicable.

(4) Paragraph (1)(a)(ii) does not apply where the determination has ceased to have effect under regulation 43.

(5) For the purposes of this regulation an application under regulation 36, 37 or 38 is made when it has been registered by the registrar.

Modifications etc. (not altering text)

Circumstances where the registrar must not use or disclose secured informationU.K.

34.—F8(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) Paragraph (1)(b) does not apply where the determination has ceased to have effect under regulation 43.

(3) Where the prohibition in paragraph (1) applies in relation to secured information, the registrar may—

(a)use or disclose that secured information for communicating with the person to whom the application under regulation 36, 37 or 38 relates and, if different, the applicant; F9...

(b)F10...[F11; and

(c)disclose such of the secured information as is specified in paragraph (3A) to a credit institution or a financial institution which satisfies the conditions specified in Part 2A of Schedule 4] [F12, and;]

[F13(d)disclose the secured information in accordance with section 1110F (disclosure by the registrar) of the Act.]

[F14(3A) The information specified for disclosure under paragraph (3)(c) is—

(a)name,

(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)month and year of birth,

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

(g)the nature of his or her control over that company (see Schedule 1A to the Act and regulation 7 of, and Schedule 2 to, these Regulations).

(3B) The registrar may rely on a statement delivered to the registrar by a credit institution or a financial institution under Part 2A of Schedule 4 as sufficient evidence of the matters stated in it.]

(4) For the purposes of this regulation an application under regulation 36, 37 or 38 is made when it has been registered by the registrar.

Textual Amendments

F8Reg. 34(1) revoked by virtue of the substitution of the enabling provisions 2006 c. 46, ss. 790ZG, 1088 (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), ss. 91(4), 96(2), 219(1); S.I. 2024/269, reg. 2

F10Reg. 34(3)(b) revoked by virtue of the substitution of the enabling provisions 2006 c. 46, ss. 790ZG, 1088 (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), ss. 91(4), 96(2), 219(1); S.I. 2024/269, reg. 2

Modifications etc. (not altering text)

Fee payable for the disclosure by the registrar of secured informationU.K.

F1535.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F15Reg. 35 revoked by virtue of the substitution of the enabling provisions 2006 c. 46, ss. 790ZG, 1088 (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), ss. 91(4), 96(2), 219(1); S.I. 2024/269, reg. 2

Fee payable for the disclosure by the registrar of information to a credit institution or a financial institutionU.K.

F1635A.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F16Reg. 35A revoked by virtue of the substitution of the enabling provisions 2006 c. 46, ss. 790ZG, 1088 (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), ss. 91(4), 96(2), 219(1); S.I. 2024/269, reg. 2

Application by an individual requiring the registrar to refrain from using or disclosing that individual's secured informationU.K.

36.—F17(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) The grounds on which an application may be made are that the applicant reasonably believes that if that secured information is disclosed by the registrar—

(a)the activities of that company; or

(b)one or more characteristics or personal attributes of the applicant when associated with that company,

will put the applicant or a person living with the applicant at serious risk of being subjected to violence or intimidation.

(3) The application must—

(a)contain—

(i)a statement of the grounds on which the application is made;

(ii)the name and any former name of the applicant;

(iii)the date of birth of the applicant;

(iv)the usual residential address of the applicant;

(v)the e-mail address of the applicant, if any;

(vi)the name and registered number of the company in relation to which the applicant is, proposes to become, or used to be a registrable person; and

(vii)if relevant, a statement that in relation to the applicant an application has also been made under regulation 25, 26 or 27 or a determination has been made in relation to an application under regulation 25(5), 26(7) or 27(7) in favour of the applicant; and

(b)be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(4) Where an individual who is or used to be a registrable person in relation to a company sends an application under paragraph (1) to the registrar in relation to that company, that individual must inform that company of that fact as soon as reasonably practicable.

(5) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant notice of the determination.

(6) Where the application is unsuccessful, the notice under paragraph (5) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Textual Amendments

F17Reg. 36(1) revoked by virtue of the substitution of the enabling provisions 2006 c. 46, ss. 790ZG, 1088 (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), ss. 91(4), 96(2), 219(1); S.I. 2024/269, reg. 2

Modifications etc. (not altering text)

Application by a company requiring the registrar to refrain from using or disclosing an individual's secured informationU.K.

37.—F18(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) A company may only make an application under paragraph (1) where S has given consent for the company to make the application on S's behalf.

(3) The grounds on which an application may be made are that the applicant reasonably believes that if the secured information is disclosed by the registrar—

(a)the activities of the applicant; or

(b)one or more characteristics or personal attributes of S when associated with the applicant,

will put S or a person living with S at serious risk of being subjected to violence or intimidation.

(4) The application must—

(a)contain—

(i)a statement of the grounds on which the application is made;

(ii)confirmation that S consents to the making of the application;

(iii)the name and registered number of the applicant;

(iv)the address of the registered office of the applicant;

(v)the e-mail address of the applicant, if any;

(vi)the name and any former name of S;

(vii)the date of birth of S;

(viii)the usual residential address of S; and

(ix)the e-mail address of S, if any; and

(b)be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(5) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to S notice of the determination.

(6) Where the application is unsuccessful, the notice under paragraph (5) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Textual Amendments

F18Reg. 37(1) revoked by virtue of the substitution of the enabling provision 2006 c. 46, ss. 790ZG, 1088 (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), ss. 91(4), 96(2), 219(1); S.I. 2024/269, reg. 2

Modifications etc. (not altering text)

Application by a subscriber to a memorandum of association requiring the registrar to refrain from using or disclosing an individual's secured informationU.K.

38.—F19(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(2) A subscriber to a memorandum of association may only make an application under paragraph (1) where S has given consent for the subscriber to make the application on S's behalf.

(3) The grounds on which an application may be made are that the applicant reasonably believes that if the secured information is disclosed by the registrar—

(a)the proposed activities of the company to which the memorandum relates; or

(b)one or more characteristics or personal attributes of S when associated with the company to which the memorandum relates,

will put S or a person living with S at serious risk of being subjected to violence or intimidation.

(4) The application must—

(a)contain—

(i)a statement of the grounds on which the application is made;

(ii)confirmation that S consents to the making of the application;

(iii)the name and any former name of the applicant;

(iv)the usual residential address of the applicant;

(v)the e-mail address of the applicant, if any;

(vi)the name of the company to which the memorandum relates;

(vii)the name and any former name of S;

(viii)the date of birth of S;

(ix)the usual residential address of S; and

(x)the e-mail address of S, if any; and

(b)be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(5) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to S notice of the determination.

(6) Where the application is unsuccessful, the notice under paragraph (5) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Textual Amendments

F19Reg. 38(1) revoked by virtue of the substitution of the enabling provisions 2006 c. 46, ss. 790ZG, 1088 (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), ss. 91(4), 96(2), 219(1); S.I. 2024/269, reg. 2

Modifications etc. (not altering text)

Matters relating to an application made under regulation 36, 37 or 38U.K.

39.—(1) For the purpose of determining an application made under regulation 36, 37 or 38 the registrar may—

(a)direct that additional information or evidence should be delivered to the registrar;

(b)refer any question relating to an assessment of the nature or extent of any risk of violence or intimidation to a relevant body or to any other person the registrar considers may be able to assist in making that assessment; and

(c)accept any answer to a question referred under paragraph (1)(b) as providing sufficient evidence of the nature or extent of any risk.

(2) The registrar must not make available for public inspection—

(a)any application made under regulation 36, 37 or 38;

(b)any documents provided in support of that application;

(c)any notice provided under regulation 40 (notice of withdrawal of application);

(d)any notice provided under regulation 41 (notice of an appeal);

(e)any notice provided under regulation 43 (notice that determination no longer wanted);

(f)any notice provided under regulation 44 (representations as to why determination should not be revoked); or

(g)any notice provided under regulation 46 (notice that a person is no longer a registrable person).

(3) A person who makes an application under regulation 36, 37 or 38 must inform the registrar in writing without delay upon becoming aware of any change to any information or evidence provided to the registrar in connection with the application.

(4) For the purposes of this regulation an application under regulation 36, 37 or 38 is made when it has been registered by the registrar.

Modifications etc. (not altering text)

Withdrawal of an application made under regulation 36, 37 or 38U.K.

40.—(1) If a person in relation to whom an application has been made under regulation 36, 37 or 38 that has not yet been determined notifies the registrar in writing that the person no longer wishes the registrar to determine the application, the registrar is not required to determine the application under regulation 36(5), 37(5) or 38(5) (as the case may be).

(2) Where a person in relation to whom an application under regulation 36 or 37 has been made sends a notice to the registrar under paragraph (1), that person must notify the company to which the application related of this fact as soon as reasonably practicable.

(3) Where a person in relation to whom an application under regulation 38 has been made sends a notice to the registrar under paragraph (1), that person must notify the subscriber to the memorandum of association who made the application and, if incorporated, the company to which the application related of this fact as soon as reasonably practicable.

(4) For the purposes of this regulation an application under regulation 36, 37 or 38 is made when it has been registered by the registrar.

Modifications etc. (not altering text)

Appealing against an unsuccessful application made under regulation 36, 37 or 38U.K.

41.—(1) Subject to paragraph (2), an applicant who has received notice under regulation 36(5), 37(5) or 38(5) that the applicant's application has been unsuccessful may appeal to the High Court or, in Scotland, the Court of Session on the grounds that the determination—

(a)is unlawful;

(b)is irrational or unreasonable; or

(c)has been made on the basis of a procedural impropriety or otherwise contravenes the rules of natural justice.

(2) No appeal may be brought unless the permission of the court has been obtained.

(3) No application for such permission may be made after 28 days beginning with the date of the notice under regulation 36(5), 37(5) or 38(5) unless the court is satisfied that there was good reason for the failure of the applicant to seek permission before the end of that period.

(4) An applicant who seeks permission to appeal must serve written notice of the application on the registrar within 7 days beginning with the date on which the application for permission was issued.

(5) The court determining an appeal may—

(a)dismiss the appeal; or

(b)quash the determination.

(6) Where the court quashes a determination it may refer the matter to the registrar with a direction to reconsider it and make a determination in accordance with the findings of the court.

Modifications etc. (not altering text)

Unsuccessful determination made under regulation 36, 37 or 38U.K.

42.—(1) This regulation applies where the registrar has made a determination in respect of an application made under regulation 36, 37 or 38 that is not in favour of the applicant.

(2) The registrar must make secured information on the register to which the application under regulation 36, 37 or 38 relates available for public inspection—

(a)where notice of an application for permission to appeal has not been served on the registrar in accordance with regulation 41(4), as soon as reasonably practicable after the end of the period of 42 days beginning with the date of the notice given under regulation 36(5), 37(5) or 38(5); or

(b)where notice of an application for permission to appeal has been served on the registrar in accordance with regulation 41(4), as soon as reasonably practicable after—

(i)the court has dismissed the application for permission to appeal or the appeal and there is no further appeal pending; or

(ii)the registrar becomes aware that the application for permission to appeal or the appeal has been subsequently withdrawn or abandoned.

(3) Where the registrar makes secured information available for public inspection on the register under this regulation, the registrar must notify the person to whom the secured information relates and the company to which the application under regulation 36, 37 or 38 related of that action as soon as reasonably practicable.

Modifications etc. (not altering text)

Duration of a determination under regulation 36, 37 or 38U.K.

43.—(1) A determination under regulation 36(5), 37(5) or 38(5) that an application is successful continues to have effect until—

(a)either—

(i)the person to whom the determination relates; or

(ii)that person's personal representative,

notifies the registrar in writing that he or she wishes the determination to cease to have effect; or

(b)the registrar revokes the determination under regulation 44.

(2) Where a notice is given under paragraph (1)(a), the person giving the notice must also notify the company to which the application that was determined relates of the notice given to the registrar.

Modifications etc. (not altering text)

Revocation of a determination under regulation 36(5), 37(5) or 38(5)U.K.

44.—(1) The registrar may revoke a determination made under regulation 36(5), 37(5) or 38(5) that an application is successful if—

(a)the applicant in relation to the determination or (if different) any person to whom the application relates has been found guilty of an offence under section 1112 of the Act (general false statement offence) in respect of purported compliance with any provision of this Part;

(b)the registrar has sent a notice in accordance with paragraph (2) to the applicant in relation to the determination and (if different) the person to whom the determination relates; and

(c)the period of 28 days beginning with the date of that notice has expired.

(2) The notice mentioned in paragraph (1)(b) must inform the addressee—

(a)of the registrar's intention to revoke the determination;

(b)that the addressee may, within 28 days beginning with the date of the notice, deliver representations in writing to the registrar as to why the registrar should not revoke the determination; and

(c)that if the registrar receives such representations within that period, the registrar will have regard to the representations in deciding whether to revoke the determination.

(3) If within the period specified in paragraph (2)(b) an addressee of the notice delivers representations in writing to the registrar as to why the registrar should not revoke the determination, the registrar must have regard to the representations in deciding whether to revoke the determination.

(4) The registrar must send notice of the registrar's decision as to whether to revoke a determination to the applicant in relation to the determination and (if different) the person to whom the determination relates within 7 days beginning with the date of the decision.

(5) Where the registrar has made a decision to revoke a determination, the registrar must make secured information on the register to which the determination relates available for public inspection as soon as reasonably practicable after sending the notice mentioned in paragraph (4).

(6) Where the registrar makes secured information available for public inspection on the register under this regulation, the registrar must notify the person to whom the secured information relates and the company to which the application under regulation 36, 37 or 38 related of that action as soon as reasonably practicable.

Modifications etc. (not altering text)

Protection by a company of secured informationU.K.

45.—(1) Subject to paragraph (2), a company must not use or disclose secured information relating to a person (“S”) if—

(a)in relation to that information an application has been made under regulation 36, 37 or 38; and

(b)the company has not received notification under regulation 40(2), 40(3), 42(3), 43(2), 44(6) or 46(5)(b).

(2) The company may use or disclose secured information relating to S—

(a)for communicating with S;

(b)in order to comply with a requirement of the Act as to particulars to be sent to the registrar; F20...

(c)where S has given consent for the company to use or disclose secured information relating to S [F21; or

(d)to the extent necessary in order to comply with regulation 43 (corporate bodies: obligations) of the Money Laundering Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.]

(3) For the purposes of this regulation, an application has been made—

(a)under regulation 36(1)(a) or 36(1)(c) when the applicant has informed the company under regulation 36(4) that the applicant has made an application;

(b)under regulation 36(1)(b) when the company has received the particular required by section 790K(1)(i) of the Act in relation to that individual;

(c)under regulation 37 when the company sends the application to the registrar; or

(d)under regulation 38 when the subscriber to the memorandum sends an application to the registrar.

(4) Where a company is prohibited under paragraph (1) from using or disclosing any secured information, the company's PSC register is to be treated as not including that information for the purposes of sections 790N(1), 790O(1) and 790O(2) of the Act.

Textual Amendments

Modifications etc. (not altering text)

PART 8U.K.TRANSITIONAL PROVISIONS, AMENDMENTS TO THE 2009 REGULATIONS AND REVIEW

Transitional provision regarding the protection of secured informationU.K.

46.—(1) This regulation applies where—

(a)an individual is a registrable person on 6th April 2016 (a “protectable person”);

(b)an application under regulation 36 or 37 is made in relation to the protectable person's secured information on or before 30th June 2016; and

(c)the registrar makes a determination that the application is unsuccessful.

(2) Subject to paragraph (4)—

(a)for the protected period, the registrar must not use or disclose that secured information and must omit that secured information from the material on the register that is available for public inspection; and

(b)where, before the expiry of the protected period, the protectable person ceases to be a registrable person in relation to the company to which the application relates and notifies the registrar in writing of that fact, after the expiry of the protected period the registrar must not use or disclose the secured information and must omit that secured information from the material on the register that is available for public inspection.

(3) A protectable person who sends a notice to the registrar under paragraph (2)(b) must—

(a)include in the notice the date on which that protectable person ceased to be a registrable person in relation to the company; and

(b)send a copy of the notice to the company.

(4) The registrar may use or disclose the secured information for communicating with the protectable person and, where the application was made under regulation 37, the company which made the application.

(5) Where the registrar has not received a notice under paragraph 2(b) before the expiry of the protected period, the registrar must, as soon as reasonably practicable after the expiry of that period—

(a)make the secured information on the register available for public inspection; and

(b)notify the protectable person and the company to which the application under regulation 36 or 37 related of that action.

(6) For the purposes of this regulation—

(a)an application under regulation 36 or 37 is made when it is registered by the registrar; and

(b)“protected period” means—

(i)where an appeal under regulation 41 has not been brought, 12 weeks beginning with the date of the notice sent under regulation 36(5) or 37(5);

(ii)where an appeal under regulation 41 has been brought and dismissed, 12 weeks beginning with the date the court dismissed the appeal in accordance with regulation 41(5); or

(iii)where an appeal under regulation 41 has been brought and subsequently withdrawn or abandoned, 12 weeks beginning with the date of the registrar becoming aware that such appeal has been withdrawn or abandoned.

Modifications etc. (not altering text)

Transitional provision for the purpose of section 790KU.K.

47.  Where an individual or a relevant legal entity is registrable M22 in relation to a company on 6th April 2016, the date on which the individual or entity became a registrable person or a registrable relevant legal entity, as the case may be, in relation to the company in question is deemed to be 6th April 2016 for the purposes of sections 790K(1)(g), 790K(2)(d) and 790K(3)(e) of the Act.

Modifications etc. (not altering text)

Marginal Citations

M22See sections 790C(4) and (8) of the Act for the meaning of “registrable”.

Amendments to the 2009 RegulationsU.K.

48.  Schedule 5 (which amends the 2009 Regulations) has effect.

ReviewU.K.

49.—(1) The Secretary of State must from time to time—

(a)carry out a review of these Regulations;

(b)set out the conclusions of the review in a report; and

(c)publish the report.

(2) The report must in particular—

(a)set out the objectives intended to be achieved by the regulatory system established by these Regulations;

(b)assess the extent to which those objectives have been achieved; and

(c)assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved in another way that imposed less regulation.

(3) The first report under this regulation must be published within the period in which the Secretary of State is required to publish a report under section 82 of the Small Business, Enterprise and Employment Act 2015 M23.

(4) Reports under this regulation are afterwards to be published at intervals not exceeding five years.

Marginal Citations

Neville-Rolfe

Parliamentary Under Secretary of State for Business, Innovation and Skills

Department for Business, Innovation and Skills

15th March 2016

Regulations 3 and 4

SCHEDULE 1U.K.LIST OF MARKETS

Modifications etc. (not altering text)

  • — In Israel—

    — Tel Aviv Stock Exchange

  • — In Japan—

    • — Fukuoka Stock Exchange

    • — Nagoya Stock Exchange

    • — Osaka Securities Exchange

    • — Sapporo Securities Exchange

    • — Tokyo Stock Exchange

  • — In Switzerland—

    • — BX Berne Exchange

    • — SIX Swiss Exchange

  • — In the United States of America—

    • — BATS Exchange, Inc.

    • — BATS Y-Exchange, Inc.

    • — BOX Options Exchange LLC

    • — C2 Options Exchange, Incorporated

    • — Chicago Board Options Exchange, Incorporated

    • — Chicago Stock Exchange, Inc.

    • — EDGA Exchange, Inc.

    • — EDGX Exchange, Inc.

    • — International Securities Exchange, LLC

    • — ISE Gemini LLC

    • — Miami International Securities Exchange LLC

    • — NASDAQ OMX BX, Inc.

    • — NASDAQ OMX PHLX LLC

    • — The NASDAQ Stock Market LLC

    • — National Stock Exchange, Inc.

    • — New York Stock Exchange LLC

    • — NYSE Arca, Inc.

    • — NYSE MKT LLC

Regulation 7

SCHEDULE 2U.K.PARTICULARS REQUIRED AS TO NATURE OF CONTROL

Modifications etc. (not altering text)

PART 1 U.K.First Condition

1.  A statement that the person holds, directly or indirectly, more than 25% but not more than 50% of the shares in the company.U.K.

2.  A statement that the person holds, directly or indirectly, more than 50% but less than 75% of the shares in the company.U.K.

3.  A statement that the person holds, directly or indirectly, 75% or more of the shares in the company.U.K.

PART 2 U.K.Second Condition

4.  A statement that the person holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company.U.K.

5.  A statement that the person holds, directly or indirectly, more than 50% but less than 75% of the voting rights in the company.U.K.

6.  A statement that the person holds, directly or indirectly, 75% or more of the voting rights in the company.U.K.

PART 3 U.K.Third Condition

7.  A statement that the person holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.U.K.

PART 4 U.K.Fourth Condition

8.  A statement that the person has the right to exercise, or actually exercises, significant influence or control over the company.U.K.

PART 5 U.K.Fifth Condition and Trusts

9.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the shares in the company.

10.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the shares in the company.

11.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) hold, directly or indirectly, 75% or more of the shares in the company.

12.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company.

13.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the voting rights in the company.

14.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) hold, directly or indirectly, 75% or more of the voting rights in the company.

15.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.

16.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b)the trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.

PART 6 U.K.Fifth Condition and Firms

17.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the shares in the company.

18.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the shares in the company.

19.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) hold, directly or indirectly, 75% or more of the shares in the company.

20.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company.

21.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the voting rights in the company.

22.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) hold, directly or indirectly, 75% or more of the voting rights in the company.

23.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.

24.  A statement that—U.K.

(a)the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b)the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.

PART 7 U.K.Interpretation of Schedule 2

25.  In relation to a company that does not have a share capital, a reference to holding a particular percentage of shares in a company is to holding a right or rights to share in that percentage of capital or, as the case may be, profits of that company.U.K.

Regulation 22(1)

SCHEDULE 3U.K.SPECIFIED PUBLIC AUTHORITES

Modifications etc. (not altering text)

U.K.

  • — The Bank of England [F22(including the Bank in its capacity as the Prudential Regulation Authority)];

  • — the Charity Commission;

  • — the Charity Commission for Northern Ireland;

  • — the Commissioners for Her Majesty's Revenue and Customs;

  • — the Competition and Markets Authority;

  • — the Crown Office and Procurator Fiscal Services;

  • — the Director of Public Prosecutions;

  • — the Director of Public Prosecutions for Northern Ireland;

  • — the Financial Conduct Authority;

  • — the Food Standards Agency;

  • — the Gas and Electricity Markets Authority;

  • — the Gambling Commission;

  • — [F23the Gangmasters Labour and Abuse Authority];

  • — the Government Communications Headquarters;

  • — the Health and Safety Executive;

  • — the Health and Safety Executive for Northern Ireland;

  • — the Marine Management Organisation;

  • — the Minister for the Cabinet Office;

  • — the National Crime Agency;

  • — the Northern Ireland Authority for Utility Regulation;

  • — any Northern Ireland Department;

  • — the Office of Communications;

  • — the Office of the Information Commissioner;

  • — the Office for Nuclear Regulation;

  • — the Office of the Scottish Charity Regulator;

  • — the Official Receiver for Northern Ireland;

  • — the Panel on Takeovers and Mergers;

  • — the Pensions Regulator;

  • F24...

  • — the Registry of Credit Unions and Industrial and Provident Societies for Northern Ireland;

  • — the Regulator of Community Interest Companies;

  • — the Scottish Housing Regulator;

  • — the Scottish Ministers;

  • — the Security Industry Authority;

  • — the Secret Intelligence Service;

  • — the Secretary of State;

  • — the Security Service;

  • — the Serious Fraud Office;

  • — the Treasury;

  • — the Treasury Solicitor;

  • — the Welsh Ministers;

  • — a local authority within the meaning of section 54(2) of the Act;

  • — an official receiver appointed under section 399 of the Insolvency Act 1986 M24 (appointment, etc, of official receivers);

  • — a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986 (meaning of “act as an insolvency practitioner”) or article 3 of the Insolvency (Northern Ireland) Order 1989 M25 (“act as an insolvency practitioner”);

  • — an inspector appointed under Part 14 of the Companies Act 1985 M26 (investigation of companies and their affairs: requisition of documents) or a person appointed under regulation 30 of the Open-Ended Investment Companies Regulations 2001 M27 (power to investigate) or regulation 30 of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 M28;

  • — any person authorised to exercise powers under section 447 of the Companies Act 1985 (power to require documents and information), or section 84 of the Companies Act 1989 M29 (exercise of powers by officers, etc);

  • — any person exercising functions conferred by Part 6 of the Financial Services and Markets Act 2000 M30 (official listing);

  • — a person appointed to make a report under section 166 or 166A (reports by skilled persons) of the Financial Services and Markets Act 2000 M31;

  • — a person appointed to conduct an investigation under section 167 (appointment of persons to carry out general investigations) or 168(3) or (5) (appointment of persons to carry out investigations in particular cases) of the Financial Services and Markets Act 2000;

  • — a person appointed under section 284 (power to investigate) of the Financial Services and Markets Act 2000;

  • — a police force within the meaning of section 101(1) of the Police Act 1996 M32;

  • — the Police Service of Northern Ireland;

  • — the Police Service of Scotland;

  • — the lead enforcement authority (as defined in section 33(1) of the Estate Agents Act 1979 M33) exercising functions under the Estate Agents Act 1979.

Textual Amendments

Marginal Citations

M25S.I. 1989/2405; relevant amending instruments are S.I. 2002/223 and 2002/334.

M27S.I. 2001/1228; relevant amending instruments are S.I. 2009/553, 2010/22, 2011/1265, 2011/3049 and 2013/472.

M28S.I. 2004/335, amended by S.I. 2013/472; there are other amending instruments but none is relevant.

M312000 c.8; section 166A was inserted by paragraph 6 of Schedule 12 to the Financial Services Act 2012 (c.21).

M331979 c.38; the definition of “lead enforcement authority” was inserted by paragraph 1(11)(c) of Schedule 2(1) to the Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading's Functions in relation to Estate Agents etc) Order 2014/631.

Regulations 22(2), 23(1) and 34(3)

SCHEDULE 4U.K.CONDITIONS FOR PERMITTED DISCLOSURE

Modifications etc. (not altering text)

F25PART 1U.K.Disclosure to Specified Public Authorities

Textual Amendments

F25Sch. 4 Pt. 1 revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

F251.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

F252.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

F253.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

F254.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

F255.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

PART 2U.K.Disclosure to a Credit Reference Agency

6.  The credit reference agency—U.K.

(a)is carrying on in the United Kingdom F26... a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose;

(b)maintains appropriate procedures—

(i)to ensure that an independent person can investigate and audit the measures maintained by the agency for the purposes of ensuring the security of any information within section 790ZF(2) of the Act disclosed to that agency; and

[F27(ii)for the purposes of ensuring that it complies with its [F28obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018)];]

(c)has not been found guilty of an offence under—

(i)[F29section 1112 (false statements: basic offence) or 1112A (false statements: aggravated offence) of the Act];

(ii)section 2 of the Fraud Act 2006 M34 (fraud by false representation); F30...

(iii)section 47 of the Data Protection Act 1998 (failure to comply with enforcement notice) in circumstances where it has used the information within section 790ZF(2) of the Act for purposes other than those described in sub-paragraphs (a) to (e) of paragraph 8;

[F31(iv)section 144 of the Data Protection Act 2018 (false statements made in response to an information notice); or

(v)section 148 of that Act (destroying or falsifying information and documents etc);]

[F32(d)has not been given a penalty notice under section 155 of the Data Protection Act 2018 in circumstances described in sub-paragraph (c)(iii), other than a penalty notice that has been cancelled.]

Textual Amendments

F27Sch. 4 para. 6(b)(ii) substituted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 400(2) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

F30Word in Sch. 4 para. 6(c)(ii) omitted (25.5.2018) by virtue of Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 400(3)(a) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

Marginal Citations

7.  The credit reference agency has delivered to the registrar a statement that it meets the conditions in paragraph 6.U.K.

8.  The credit reference agency has delivered to the registrar a statement that it intends to use the information within section 790ZF(2) of the Act only for the purposes of—U.K.

(a)providing an assessment of the financial standing of a person;

(b)meeting any obligations contained in—

(i)[F33the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017]; [F34or]

(ii)any rules made pursuant to section 137A of the Financial Services and Markets Act 2000 M35 which relate to the prevention and detection of money laundering in connection with the carrying on of regulated activities by authorised persons; F35...

F35(iii). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)conducting conflict of interest checks required or made necessary by any enactment;

(d)providing information within section 790ZF(2) of the Act to—

[F36(i)a person to whom the registrar could disclose information under section 1110F (disclosure by the registrar) of the Act; or]

(ii)a credit reference agency which has satisfied the requirements of this Part of this Schedule; or

(e)conducting checks for the prevention and detection of crime and fraud.

Textual Amendments

Marginal Citations

M352000 c.8; section 137A is in Part 9A which was substituted for sections 138 to 166 by section 24(1) of the Financial Services Act 2012 (c.21).

9.  The credit reference agency has delivered to the registrar a statement that it intends to take delivery of and to use the information within section 790ZF(2) of the Act only in the United Kingdom F37....U.K.

Textual Amendments

10.  The credit reference agency has delivered to the registrar a statement that it will, where it supplies a copy of the information within section 790ZF(2) of the Act to a processor for the purpose of processing the information for use in respect of the purposes referred to in paragraph 8—U.K.

(a)ensure that the processor is one who carries on business in the [F38United Kingdom];

(b)require that the processor does not transmit the information outside the [F39United Kingdom]; and

(c)require that the processor does not disclose the information except to the credit reference agency or an employee of the credit reference agency.

Textual Amendments

11.  The credit reference agency has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the information within section 790ZF(2) of the Act.U.K.

12.  The credit reference agency has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence delivered to the registrar pursuant to this Part of this Schedule.U.K.

[F4012ZA.  The information within section 790ZF(2) of the Act is not information to which regulation 34(1) applies.] U.K.

Textual Amendments

[F41PART 2AU.K.Disclosure to a Credit Institution or a Financial Institution

Textual Amendments

12A.  The credit institution or financial institution maintains appropriate procedures—U.K.

(a)to ensure that an independent person can investigate and audit the measures maintained by that institution for the purposes of ensuring the security of any information disclosed to it; and

[F42(b)for the purposes of ensuring that it complies with its [F43obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018)].]

Textual Amendments

12B.  The credit institution or financial institution has delivered to the registrar a statement confirming that it is a credit institution or, as the case may be, a financial institution, and that it meets the conditions in paragraph 12A.U.K.

12C.  The credit institution or financial institution has delivered to the registrar a statement that it intends to use information only for the purpose of applying customer due diligence measures to the company in relation to which the information is secured, in accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.U.K.

12D.  The credit institution or financial institution has delivered to the registrar a statement that confirms the name and registered number of the company it is entering a transaction with which requires the institution to apply customer due diligence measures under those Regulations.U.K.

12E.  The credit institution or financial institution has delivered to the registrar a statement that it intends to take delivery of and to use the information only in the United Kingdom.U.K.

12F.  The credit institution or financial institution has delivered to the registrar a statement that it will, where it supplies a copy of the information to a processor for the purpose of processing the information for use in respect of the purpose referred to in paragraph 12C—U.K.

(a)ensure that the processor is one who carries on business in the [F44United Kingdom];

(b)require that the processor does not transmit the information outside the [F45United Kingdom]; and

(c)require that the processor does not disclose the information except to the credit institution or financial institution.

Textual Amendments

12G.  The credit institution or financial institution has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the information.U.K.

12H.  The credit institution or financial institution has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence delivered to the registrar pursuant to this Part.]U.K.

PART 3U.K.Interpretation of this Schedule

13.  In this Schedule—U.K.

(a)“processor” means any person who provides a service which consists of putting information into data form or processing information in data form and any reference to a processor includes a reference to the processor's employees;

F46(b). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)any reference to an employee of any person who has access to information within section 790ZF(2) of the Act includes any person working or providing services for the purposes of that person or employed by or on behalf of, or working for, any person who is so working or who is supplying such a service; and

F47(d). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F46Sch. 4 para. 13(b) revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

F47Sch. 4 para. 13(d) revoked by virtue of the substitution of the enabling provision 2006 c. 46, s. 243(2) (4.3.2024) by Economic Crime and Corporate Transparency Act 2023 (2023 c. 56), s. 219(1), Sch. 3 para. 3(2); S.I. 2024/269, reg. 2

F4814  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

Textual Amendments

Regulation 48

SCHEDULE 5U.K.AMENDMENTS TO THE 2009 REGULATIONS

1.  The 2009 Regulations are amended as follows.U.K.

2.  In regulation 1(2) (citation, commencement and interpretation), insert the following entries at the appropriate place—U.K.

““the 2016 Regulations” means the Register of People with Significant Control Regulations 2016;”; and

““registrable person” means a registrable person under Part 21A of the Act;”.

3.—(1) Regulation 5 (application under section 243 by an individual) is amended as follows.U.K.

(2) In paragraph (2)—

(a)in sub-paragraph (a) for “considers” substitute “ reasonably believes ”;

(b)after (a)(ii) insert—

“(iia)the companies of which that individual is, or proposes to become, a registrable person;

(iib)the companies of which that individual used to be a registrable person;”;

(c)in sub-paragraph (a)(iv), in the second place that it appears, omit “or”; and

(d)in sub-paragraph (b) for “organisation.” substitute—

“organisation; or

(c)is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.”

(3) In paragraph (3)—

(a)after sub-paragraph (a)(iv) insert—

“(iva)the e-mail address of the applicant, if any;”;

(b)after sub-paragraph (a)(vi) insert—

“(via)the name and registered number of each company of which the applicant is, or proposes to become, a registrable person;”;

(c)in sub-paragraph (a)(vii) for “(2)(a)(ii), (iii) or (iv)” substitute “ (2)(a)(ii), (iia), (iib), (iii) or (iv) ”;

(d)in sub-paragraph (a)(vii), in the second place that it appears, omit “and”;

(e)after sub-paragraph (a)(vii) insert—

“(viii)where the grounds of the application are those described in paragraph (2)(c), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated; and”; and

(f)for sub-paragraph (b) substitute—

“(b)where the grounds of the application are those described in paragraph (2)(a) or (2)(b), be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.”

(4) For paragraph (5) substitute—

“(5) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant notice of the determination.

(6) Where the application is unsuccessful, the notice under paragraph (5) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.”

4.  For regulations 6 and 7 substitute—U.K.

“Application under section 243 by a company

6.—(1) A company (“the applicant”) may make a section 243 application to the registrar relating to an individual (“D”) who is, or proposes to become, a director of the company.

(2) A company may only make an application under paragraph (1) where D has given consent for the company to make the application on D's behalf.

(3) The grounds on which an application under paragraph (1) may be made are that—

(a)the applicant reasonably believes that there is a serious risk that D, or a person who lives with D, will be subjected to violence or intimidation as a result of the applicant's activities; or

(b)D is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who is, or proposes to become, a director of the company.

(5) The application must contain—

(a)a statement of the grounds on which the application is made;

(b)confirmation that D consents to the making of the application;

(c)the name and registered number of the applicant;

(d)the address of the registered office of the applicant;

(e)the e-mail address of the applicant, if any;

(f)the name and any former name of D;

(g)the date of birth of D;

(h)the usual residential address of D;

(i)the e-mail address of D, if any;

(j)where the registrar has allocated a unique identifier to D, that unique identifier;

(k)where D is a director of another company, the name and registered number of that company; and

(l)where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar may refer to a relevant body any question relating to an assessment of the nature or extent of any risk of violence or intimidation.

(8) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to D notice of the determination.

(9) Where the application is unsuccessful, the notice under paragraph (8) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Application under section 243 by a subscriber to a memorandum of association

7.—(1) A subscriber to a memorandum of association (“the applicant”) may make a section 243 application to the registrar relating to an individual (“D”) who proposes to become, on or after the formation of the company to which the memorandum relates, a director of the company.

(2) A subscriber to a memorandum of association may only make an application under paragraph (1) where D has given consent for the subscriber to make the application on D's behalf.

(3) The grounds on which an application under paragraph (1) may be made are that—

(a)the applicant reasonably believes that there is a serious risk that D, or a person who lives D, will be subjected to violence or intimidation as a result of the proposed activities of the proposed company to which the memorandum relates; or

(b)D is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who proposes to become a director in relation to the proposed company.

(5) The application must contain—

(a)a statement of the grounds on which the application is made;

(b)confirmation that D consents to the making of the application;

(c)the name and any former name of the applicant;

(d)the usual residential address of the applicant;

(e)the e-mail address of the applicant, if any;

(f)the name of the proposed company to which the memorandum relates;

(g)the name and any former name of D;

(h)the date of birth of D;

(i)the usual residential address of D;

(j)the e-mail address of D, if any;

(k)where the registrar has allocated a unique identifier to D, that unique identifier;

(l)where D is a director of another company, the name and registered number of that company; and

(m)where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar may refer to a relevant body any question relating to an assessment of the nature or extent of any risk of violence or intimidation.

(8) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to D notice of the determination.

(9) Where the application is unsuccessful, the notice under paragraph (8) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.”

5.—(1) Regulation 8 (matters relating to a section 243 application) is amended as follows.U.K.

(2) In paragraph (3)—

(a)for “6(4) or 7(4)” substitute “ 6(7) or 7(7) ”;

(b)in sub-paragraph (a)(ii) for “6(2)” substitute “ 6(3)(a) ”; and

(c)in sub-paragraph (a)(iii) for “7(2)” substitute “ 7(3)(a) ”.

6.—(1) Regulation 9 (application under section 1088 to make an address unavailable for public inspection by an individual) is amended as follows.U.K.

(2) In paragraph (1)—

(a)in sub-paragraph (bb) M36, in the second place that it appears, omit “or”;

(b)in sub-paragraph (c), after “section 1046,” insert “ or ”; and

(c)after sub-paragraph (c) insert—

“(d)as a service address in a statement of initial significant control delivered to the registrar under section 9 (registration documents),

(e)as a service address included in the required particulars of a registrable person delivered to the registrar to comply with an obligation in Part 21A of the Act, or

(f)as a service address delivered to the registrar at the same time as a confirmation statement under section 853I M37 (duty to deliver information about people with significant control),”.

(3) In paragraph (2)—

(a)after sub-paragraph (a)(i), in the second place that it appears, omit “or”;

(b)after sub-paragraph (a)(ii) insert—

“(iii)that individual is, or proposes to become, a registrable person; or

(iv)that individual used to be a registrable person;”; and

(c)in paragraph (c) for “beneficiary.” substitute—

“beneficiary; or

(d)is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.”

(4) In paragraph (3)—

(a)in sub-paragraph (a)(v) after “director,” insert “ registrable person, ”;

(b)in sub-paragraph (a)(vii)(bb), after “director” insert “ or registrable person ”;

(c)in sub-paragraph (a)(vii)(cc) omit “and”; and

(d)after sub-paragraph (a)(vii) insert—

“(viii)where the grounds of the application are those described in paragraph (2)(d), the name and registered number of the company in relation to which the determination was made; and”.

(5) In paragraph (5)(a)—

(a)after the first instance of the word “director” insert “ or registrable person ”; and

(b)after the second instance of the word “director” insert “ , registrable person ”.

Commencement Information

I1Sch. 5 para. 6 in force at 30.6.2016, see reg. 1(2)

Marginal Citations

M36Sub-paragraph (bb) was inserted by regulation 42(3) of the European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400).

7.—(1) Regulation 14 (appeals) is amended as follows.U.K.

(2) In paragraph (1) for “6(5), 7(5)” substitute “ 6(8), 7(8) ”.

(3) In paragraph (2) for “leave” substitute “ permission ”.

(4) For paragraph (3) substitute—

“(3) No application for such permission may be made after 28 days beginning with the date of the notice under regulation 5(5), 6(8), 7(8), 9(6), 10(5) or 11(5) unless the court is satisfied that there was good reason for the failure of the applicant to seek permission before the end of that period.

(3A) An applicant who seeks permission to appeal must serve written notice of the application on the registrar within 7 days beginning with the date on which the application for permission was issued.”

8.  In Schedule 1 (Specified Public Authorities)—U.K.

(a)after “the Treasury;” insert “ the Treasury Solicitor; ”; and

(b)omit “an overseas regulatory authority within the meaning of section 82 of the Companies Act 1989 (request for assistance by overseas regulatory authority);”.

9.  In paragraph 4 of Part 1 of Schedule 2 (Conditions for Permitted Disclosure), before “Secret Intelligence Service” insert “ National Crime Agency, ”.U.K.

Explanatory Note

(This note is not part of the Regulations)

These Regulations make provisions which supplement Part 21A of the Companies Act 2006 in respect of information about people with significant control of companies. These Regulations also make related amendments to the Companies (Disclosure of Address) Regulations 2009.

Part 2 of these Regulations makes provision about the scope and application of Part 21A of the Companies Act 2006 (regulations 3, 4 and 5), and prescribes the fee to be charged by companies when supplying copies of their registers of persons with significant control (regulation 6).

Part 3 of these Regulations makes provision about the particulars to be noted in a company's register of persons with significant control concerning the nature of a person's control over the company (regulation 7). It also specifies characteristics of foreign limited partners in connection with determining whether a person has significant control over a company (regulation 8).

Part 4 of these Regulations sets out additional information to be included in a company's register of persons with significant control where there are no registrable persons, there is an unidentified registrable person, there are unconfirmed details of a registrable person, a company's investigations are ongoing and where there have been failures to comply with requirements to provide information under sections 790D and 790E of the Companies Act 2006.

Part 5 of these Regulations sets out requirements concerning notices to be issued by companies, and matters to be taken into account, when seeking to enforce the disclosure requirements of Part 21A of the Companies Act 2006.

Part 6 of these Regulations makes provision about the protection of a registrable person's usual residential address information. It sets out when usual address information may be disclosed by the registrar to specified public authorities and credit reference agencies (regulations 22 and 23), along with the process by which applications may be made to require the registrar to refrain from disclosing usual residential address information (regulations 24 to 32).

Part 7 of these Regulations makes provision about the protection of a registrable person's particulars. It sets out the process by which applications may be made to require the registrar to refrain from using or disclosing those particulars (regulations 33 to 44), and also prescribes when companies must not use or disclose those particulars (regulation 45).

Part 8 of these Regulations contains transitional provisions about applications to require the registrar to refrain from using or disclosing a registrable person's particulars (regulation 46) and the date on which a person is deemed to have become registrable where the person was registrable on commencement of these Regulations (regulation 47).

Part 8 of these Regulations also makes amendments to the Companies (Disclosure of Address) Regulations 2009 (regulation 48 and Schedule 5) in order to more closely align the 2009 Regulation's regime for the protection of directors' residential addresses from disclosure with the related regime about the protection of a person with significant control's usual residential address information set out in Part 6 of these Regulations. The amendments also expand the grounds on which applications may be made for protection under the 2009 Regulations to include situations where a successful application has been made under Part 6 of these Regulations.

Part 8 of these Regulations (regulation 49), in addition, requires the Secretary of State to review the operation and effect of these Regulations and publish a report within the period that the Secretary of State is obliged to review and report on Part 21A of the Companies Act 2006 by section 82 of the Small Business, Enterprise and Employment Act 2015. These Regulations must then be reviewed within every five years after that. Following a review it will fall to the Secretary of State to consider whether the Regulations should remain as they are, or be revoked or be amended. A further instrument would be needed to revoke the Regulations or to amend them.

A full impact assessment of the effect that this instrument will have on the costs of business and the voluntary sector is available from the Department for Business, Innovation and Skills, 1 Victoria Street, London, SW1H 0ET and is published with the Explanatory Memorandum alongside the instrument on www.legislation.gov.uk.

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