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Small Business, Enterprise and Employment Act 2015

Chapter 4: Alternative method of record keeping
Section 790W: Introductory

456.Chapter 4 sets out rules which allow private companies to keep information on the public register at Companies House (referred to in this Chapter as “the central register”) instead of in their PSC register. This is consistent with provision made in respect of other registers elsewhere in the Act (see section 94).

457.Section 790W introduces Chapter 4 and provides that Chapter 3 of Part 21A must be read with this Chapter (subsection (3)).

Section 790X: Right to make an election

458.Section 790X provides that a private company may elect to keep its PSC register on the central register. Election may be made on incorporation, by the subscribers wishing to form a company (subsection (1)(a)); or post-incorporation by the company itself (subsection (1)(b)).

459.The company must have given notice to registrable persons and RLEs whose particulars are stated in the PSC register at least 14 days before making the election (“eligible persons”, subsection (3)). Should a registrable person or RLE object to the proposed election within that time, the company may not make the election (subsection (2)).

460.On incorporation, notice of an election must be given to the registrar with the documents required to be delivered on incorporation.

461.Post-incorporation, notice of an election must be given to the registrar with all the information that is contained in the PSC register, and is current, at the date of the election (subsection (6)).

462.In both cases the company or subscribers must provide a statement that no objection to the election has been received.

463.A company must provide any updated information in the event of any change in the details in the PSC register between the time the election is delivered to the registrar and the time the election takes effect (subsection (7)). If the PSC register is rectified, the company must also update the central register (subsection (8)). Failure to do so is a summary offence, punishable by fine, committed by the company and every officer in default.

464.Subsection (11) provides that in Chapter 4, “current” refers to persons who are registrable persons or RLEs at that time or date (as opposed to persons who used to be registrable persons or RLEs and whose information may still be in the register under section 790U); and to any other matters that are current at that time or date.

Section 790Y: Effective date of election

465.Section 790Y provides that an election takes effect when it is registered by the registrar (subsection (1)). The election remains in force until the company ceases to be a private company or withdraws the election under section 790ZD (subsection (2)).

Section 790Z: Effect of election on obligations under Chapter 3

466.During the period an election is in force, a company does not have to maintain a PSC register (subsection (2)). Where the election was made post-incorporation, the company must continue to keep the register that it was required to hold prior to the election (a “historic” register). However it does not need to update the historic register to reflect changes that occur whilst the election is in force (subsection (3)).

467.Rights contained in Chapter 3 of Part 21A, including the rights to inspect or require copies of the PSC register, continue to apply in respect of the historic register whilst the election is in force (subsection (4)).

468.The historic register must be annotated to state that an election is in force; the date of that election and that up-to-date information is available on the central register (subsection (5)). The offence applied in sections 790M (12) and 790M (13) (‘Duty to keep register’) applies equally to section 790Z(5).

Section 790ZA: Duty to notify registrar of changes

469.Instead of updating its PSC register, during the period of an election, a company must deliver information to the registrar that would otherwise be entered in the company’s PSC register (subsection (2)). Information must be delivered as soon as reasonably practicable once the company becomes aware of it and no later than the time by which they would have been required to enter the information in their PSC register (subsection (3)).

470.Failure to do so is a summary offence committed by the company and every officer in default, punishable by fine. A daily default fine applies for continued contravention (subsections (4) and (5)).

Section 790ZB: Information as to state of central register

471.A person inspecting or requesting a copy of material on the central register that would, were the election not in force, be available on the company’s PSC register, may ask the company to confirm whether the company has delivered all relevant information to the registrar (subsection (1)).

472.Failure by the company to respond to such a request is a summary offence committed by the company and every officer in default, punishable by fine (subsections (2) and (3)).

473.This section is equivalent to a person’s rights to inspect a company’s PSC register under section 790S.

Section 790ZC: Power of court to order company to remedy default or delay

474.Section 790ZC makes provision equivalent to section 790V. It provides that a person aggrieved or “any other interested party” (defined in subsection (6)) may apply to the court for rectification of material held on the central register if information is or is not included in material delivered to the registrar without sufficient cause; or if there is delay or default in notifying the registrar that a person has become or ceased to be a registrable person or RLE (subsection (1)). Subsections (3) and (4) set out the action the court may take in response to such an application. This section does not affect a person’s rights under section 1095 CA 2006 (‘Rectification of register on application to registrar’) or section 1096 CA 2006 (‘Rectification of the register under court order’) (subsection (5)).

Section 790ZD: Withdrawing the election

475.Section 790ZD deals with the withdrawal of an election. This is achieved by the company giving notice of withdrawal to the registrar (subsection (2)). No additional provision (e.g. the giving of notice to the PSCs) is felt necessary in this context.

476.The withdrawal takes effect when the notice is registered by the registrar (subsection (3)). From that point, the company must maintain a PSC register in line with its obligations under Chapter 3 of Part 21A. This includes all the information about its PSCs that is current at that time. It does not however include information that was current when the election was in force if that information is no longer current (subsection (5)).

477.The company must annotate its PSC register to state that the election has been withdrawn; the date that the withdrawal took effect; and that information relating to the period of the election is available on the central register (subsection (6)). The offence applied in section 790M(12) and section 790M(13) (‘Duty to keep register’) applies equally to section 790ZD(7).

Section 790ZE: Power to extend option to public companies

478.Section 790ZE gives the Secretary of State the power to make regulations under the affirmative resolution procedure to amend CA 2006 to extend the option to keep information on the central register instead of in the PSC register to public companies, with modifications or consequential amendments as may be required (subsection (1)). This is consistent with the power contained elsewhere in the Act in relation to other registers (section 94 and Schedule 5).

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