Companies Act 2006

[F1 [F2 CHAPTER 2A U.K. Duty to notify registrar of persons with significant control and ID verification

Textual Amendments

F1 Pt. 21A inserted (26.5.2015 for specified purposes, 6.4.2016 except for the insertion of ss. 790M(9)(c), 790W-790ZE and 30.6.2016 so far as not already in force) by Small Business, Enterprise and Employment Act 2015 (c. 26), s. 164(1), Sch. 3 para. 1; S.I. 2015/1329, reg. 3(a); S.I. 2015/2029, regs. 4(a), 5(a)

F2 Pt. 21A Ch. 2A inserted (26.10.2023 for specified purposes, 4.3.2024 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 18; S.I. 2024/269, reg. 2(z10)

Duty to notify registrar of persons with significant control U.K.

790LA Duty to notify registrar of confirmed persons with significant control U.K.

(1) A company must give a notice to the registrar if it has had confirmation of—

(a) a person’s status as a registrable person or a registrable relevant legal entity in relation to the company, and

(b) the required particulars of the person (see section 790K).

(2) A notice under subsection (1) must contain a statement of the required particulars.

(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.

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

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

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

(5) Nothing in section 126 (notice of trusts not receivable by registrar) affects the duty to give a notice under this section (or the receipt of that notice by the registrar).

790LB Option to provide ID verification information in notice of change U.K.

(1) A notice under section 790LA(1) that relates to a registrable person may include a statement that the person’s identity is verified (see section 1110A).

(2) A notice under section 790LA(1) that relates to a registrable relevant legal entity may include a statement that—

(a) specifies the name of one of its relevant officers (within the meaning given by section 790LO(6)) who is an individual and whose identity is verified, and

(b) confirms that the individual’s identity is verified.

(3) If the notice includes a statement under subsection (2), it must be accompanied by a statement by the individual confirming that the individual is a relevant officer of the registrable relevant legal entity.

(4) To find out what happens if the option in subsection (1) or (2) is not exercised, see sections 790LM and 790LO.

(5) In subsection (1) “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

790LC Duty to notify registrar of unconfirmed persons with significant control U.K.

(1) A company must give a notice to the registrar if—

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

(b) it has not yet had confirmation as mentioned in section 790LA(1).

(2) The notice must state that fact.

(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company first knows or has cause to believe that the person has become a registrable person or a registrable relevant legal entity in relation to the company.

(4) Nothing in this section requires a company, on its incorporation, to give a notice in relation to a person included in the statement of initial significant control under section 12A.

Duty to notify registrar of changes in required particulars U.K.

790LD Duties to notify of changes in required particulars U.K.

(1) A company must give a notice to the registrar if it—

(a) has had confirmation that there has been a change in the required particulars of a registrable person, or a registrable relevant legal entity, in relation to the company (see section 790K), and

(b) has had confirmation of how the required particulars have changed and the date on which they changed.

(2) The notice must state—

(a) the change in the required particulars, and

(b) the date on which the change occurred.

(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.

(4) Nothing in section 126 (notice of trusts not receivable by registrar) affects the duty to give a notice under this section (or the receipt of that notice by the registrar).

790LE Duty to notify of pre-incorporation changes in required particulars U.K.

(1) A company must give a notice to the registrar if it—

(a) has had confirmation that there was a pre-incorporation change in the required particulars of a proposed PSC (see section 790K), and

(b) has had confirmation of how the required particulars have changed and the date on which they changed.

(2) But a company is not required to give a notice under subsection (1) in respect of a person if it has given a notice under section 790LG in respect of the person.

(3) A notice under subsection (1) must state—

(a) the change in the required particulars, and

(b) the date on which the change occurred.

(4) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.

(5) In this section—

• “pre-incorporation change” means a change that occurred—

  (a)

  after the application for the registration of the company was delivered to the registrar, but

  (b)

  before the company was incorporated;

• “proposed PSC”, in relation to a company, means a person who was named in a statement under section 12A(1)(a) as a person who would, on the company’s incorporation, become a registrable person or registrable relevant legal entity in relation to the company.

Duty to notify registrar of person ceasing to be person with significant control etc U.K.

790LF Duty to notify registrar when person ceases to have significant control U.K.

(1) A company must give a notice to the registrar if it—

(a) has had confirmation that a person has ceased to be a registrable person or a registrable relevant legal entity in relation to it, and

(b) has had confirmation of the date on which the person so ceased.

(2) A notice under subsection (1) must state—

(a) the person’s name and service address, and

(b) the date on which the person ceased to be a registrable person or a registrable relevant legal entity in relation to the company.

(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.

790LG Notification of someone not becoming person with significant control on incorporation U.K.

(1) A company must give a notice to the registrar if it knows that a person named in the statement under section 12A(1)(a) as a person who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity did not so become.

(2) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company has the knowledge mentioned there.

790LH Duty to notify registrar if company ceases to have persons with significant control U.K.

(1) A company must give a notice to the registrar if it knows or has cause to believe that—

(a) there has at some time been a person who is a registrable person or registrable relevant legal entity in relation to the company, and

(b) there has ceased to be anyone who is a registrable person or registrable relevant legal entity in relation to the company.

(2) A notice under subsection (1) must —

(a) state that the company has that knowledge or cause to believe, and

(b) specify the date on which the company first had that knowledge or cause to believe.

(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company first had the knowledge or cause to believe mentioned in that subsection.

790LI Power to create further duties to notify information U.K.

(1) The Secretary of State may by regulations impose further duties on a company to deliver information to the registrar about—

(a) registrable persons, or registrable relevant legal entities, in relation to the company (including information about whether it has any);

(b) compliance with Chapter 2 by the company or any person to whom the company has given a notice under that Chapter (including provision requiring a company to provide the registrar with a copy of any such notice, whether on request or otherwise).

(2) The provision that may be made by regulations under subsection (1) includes provision amending this Part.

(3) The consequential provision that may be made by regulations under subsection (1) by virtue of section 1292(1) also includes provision amending any other provision of this Act.

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

790LJ Persons with significant control: offence of failure to notify U.K.

(1) If a company fails, without reasonable excuse, to comply with section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH, or regulations under section 790LI, an offence is committed by—

(a) the company, and

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

(2) For this purpose a shadow director is treated as an officer of the company.

(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

790LK Power of court to order company to remedy defaults or delay U.K.

(1) Where a company makes default in complying with section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH, or regulations under section 790LI, an application may be made to the court for an order requiring the company to deliver to the registrar the information (or statements) necessary to rectify the position.

(2) The application may be made by—

(a) any person aggrieved by the default,

(b) any member of the company, or

(c) any person who is a registrable person or a registrable relevant legal entity in relation to the company.

(3) On an application under subsection (1) the court may either refuse the application or may make the order and order the company to pay any damages sustained by any party aggrieved.

(4) On an application under subsection (1) the court may decide—

(a) any question as to whether the name of any person who is a party to the application should or should not be included in or omitted from information delivered to the registrar under this Chapter about persons who are a registrable person or a registrable relevant legal entity in relation to the company, and

(b) any question necessary or expedient to be decided for rectifying the position.

(5) Nothing in this section affects a person’s rights under section 1094 or 1096 (rectification of register).

790LL Information as to whether information has been delivered U.K.

(1) A person may request a company to tell the person whether all of the information that it is required to deliver to the registrar under this Chapter has been delivered.

(2) The company must comply with the request within the period of 14 days beginning with the day on which the request is made.

(3) If the company fails, without reasonable excuse, to do so, an offence is committed by—

(a) the company, and

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

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.

(5) Subsection (1) does not apply in relation to information if the company is aware that, by virtue of regulations under section 1088, the registrar is required to refrain from making that information available for public inspection.]

[F3 Identity verification obligations for persons with significant control U.K.

Textual Amendments

F3 Ss. 790LM-790LT and cross-heading inserted (26.10.2023 but only so far as it confers a power to make regulations or relates to the exercise of the power, otherwise prosp.) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 64(3), 219(1)(2)(b)

790LM Initial identity verification: registrable persons U.K.

(1) This section applies in the following cases.

• Case 1 is where—

  (a)

  a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as someone who will, on the company’s incorporation, become a registrable person (“the registrable person”),

  (b)

  the application does not include a statement under section 12B(2) in respect of the registrable person or it appears to the registrar that the statement is false, and

  (c)

  the company has not given a notice under section 790LG(1) in respect of the person.

• Case 2 is where—

  (a)

  the registrar is notified under section 790LF that a person has become a registrable person in relation to a company (“the registrable person”), and

  (b)

  the notice does not include a statement under section 790LB(1) or it appears to the registrar that the statement is false.

(2) The registrar must direct the registrable person to deliver to the registrar, within the period of 14 days beginning with the date of the direction, a statement confirming that the person’s identity is verified (see section 1110A).

(3) The registrar may by further direction extend that period by up to 14 days at a time.

(4) A direction under this section must be in writing.

(5) A direction given to a person under this section lapses if notice is later given under section 790LG(1) in respect of that person.

(6) In this section “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

790LN Initial identity verification for registrable persons: transitional cases U.K.

(1) A person must deliver to the registrar the statement required by this section if the person—

(a) is a registrable person in relation to a company at any time during the appointed day, and

(b) either—

(i) became a registrable person on the incorporation of the company in pursuance of an application for registration delivered before section 12B(2) came fully into force, or

(ii) became a registrable person, otherwise than on the incorporation of the company, before the day on which section 790LB(1) came fully into force.

(2) The statement required by this section is a statement confirming that person’s identity is verified (see section 1110A).

(3) A statement required by this section must be delivered within the period of 14 days beginning with the appointed day.

(4) But the registrar may by direction in writing extend that period by up to 14 days at a time.

(5) In this section—

• “the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;

• “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

(6) The appointed day must not be before sections 12B(2) and 790LB(1) have been brought fully into force.

790LO Initial identity verification: registrable relevant legal entities U.K.

(1) This section applies in the following cases.

• Case 1 is where—

  (a)

  a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as a person who will, on the company’s incorporation become a registrable relevant legal entity (“the entity”),

  (b)

  the application does not include a statement under section 12B(3) in respect of the entity, or is not accompanied by a statement under section 12B(4) by the person whose name is specified in the statement under section 12B(3), or it appears to the registrar that either statement is false, and

  (c)

  the company has not given a notice under section 790LG(1) in respect of the entity.

• Case 2 is where—

  (a)

  the registrar is notified under section 790LA that a person has become a registrable relevant legal entity in relation to a company (“the entity”), and

  (b)

  the notice does not include a statement under section 790LB(2), or it is not accompanied by a statement under section 790LB(3), or it appears to the registrar that either statement is false.

(2) The registrar must direct the entity to deliver to the registrar, within the period of 28 days beginning with the date of the direction—

(a) a statement by the entity that—

(i) specifies the name of one of its relevant officers who is an individual and whose identity is verified, and

(ii) confirms that the individual’s identity is verified, and

(b) a statement by the individual confirming that the individual is a relevant officer of the entity.

(3) The registrar may by further direction extend that period by up to 28 days at a time.

(4) A direction under this section must be in writing.

(5) A direction given to an entity under this section lapses if notice is later given under section 790LG(1) in respect of that entity.

(6) In subsection (2) “relevant officer”—

(a) in relation to a company, means a director;

(b) in relation to a legal entity the affairs of which are managed by its members, means one of those members;

(c) in relation to any other legal entity, means an officer of the entity whose functions correspond to that of a director of a company.

790LP Initial identity verification in respect of registrable relevant legal entities: transitional cases U.K.

(1) A person must deliver to the registrar the statements required by this section if the person—

(a) is a registrable relevant legal entity in relation to a company at any time during the appointed day, and

(b) either—

(i) became a registrable relevant legal entity on the incorporation of the company in pursuance of an application for registration delivered before section 12B(3) and (4) came fully into force, or

(ii) became a registrable relevant legal entity, otherwise than on the incorporation of the company, before section 790LB(2) and (3) came fully into force.

(2) The statements are—

(a) a statement by the entity that—

(i) specifies the name of one of its relevant officers who is an individual and whose identity is verified, and

(ii) confirms that the individual’s identity is verified, and

(b) a statement by the individual confirming that the individual is a relevant officer of the entity.

(3) The statements required by this section must be delivered within the period of 28 days beginning with the appointed day.

(4) But the registrar may by direction in writing extend that period by up to 28 days at a time.

(5) In this section—

• “the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;

• “relevant officer” has the meaning given by section 790LO(6).

(6) The appointed day must not be before sections 12B(3) and (4) and 790LB(2) and (3) have been brought fully into force.

790LQ Registrable persons: duty to maintain verified identity status U.K.

(1) A registrable person in relation to a company must ensure that, throughout the relevant period, they maintain the status of a person whose identity is verified (see section 1110A).

(2) In this section “the relevant period” means the period—

(a) beginning with—

(i) the incorporation of the company, in a case where the person became a registrable person on its incorporation and the application for registration of the company included a statement under section 12B(2) in respect of the person,

(ii) the delivery to the registrar of a statement in respect of the person under section 790LB(1), in a case where the person became a registrable person after the incorporation of the company and such a statement was delivered to the registrar,

(iii) the expiry of the period for complying with the direction under section 790LM, in a case where a direction under that section is given to the person, and

(iv) the expiry of the period for complying with section 790LN, in a case where that section applies to the person, and

(b) ending on the giving of a notice to the registrar under section 790LF that the person has ceased to be a registrable person in relation to the company.

(3) In this section “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

790LR Registrable relevant legal entities: duty to maintain registered officer whose identity is verified U.K.

(1) A registrable relevant legal entity in relation to a company must ensure that, throughout the relevant period, its registered officer—

(a) is a relevant officer of the entity, and

(b) is an individual whose identity is verified (see section 1110A).

(2) In this section “registered officer”, in relation to a registrable relevant legal entity, means—

(a) the person whose name is specified in—

(i) a statement delivered to the registrar in respect of the entity under section 12B(3) or 790LB(2),

(ii) a statement delivered to the registrar by the entity in pursuance of a direction under section 790LO(2), or

(iii) a statement delivered to the registrar under section 790LP(2),

unless the entity has changed its registered officer under section 790LS, or

(b) if the entity has changed its registered officer under section 790LS, the person specified in the latest notice under that section.

(3) In this section “the relevant period” means the period—

(a) beginning with—

(i) the incorporation of the company, in a case where the entity became a relevant registrable legal entity on the incorporation of the company and the application for registration of the company included a statement under section 12B(3) in respect of the entity,

(ii) the delivery to the registrar of a statement in respect of the registrable relevant legal entity under section 790LB(2), in a case where the entity became a relevant registrable legal entity after the incorporation of the company and such a statement was delivered to the registrar,

(iii) the expiry of the period for complying with the direction 790LO, in a case where the entity is given a direction under that section, and

(iv) the expiry of the period for complying with section 790LP, where that section applies to the entity, and

(b) ending with the giving of a notice to the registrar under section 790LF that the entity has ceased to be a relevant registrable legal entity in relation to the company,

but see subsection (4).

(4) If the registered officer of a registrable relevant legal entity ceases to be a relevant officer of that entity, “the relevant period” does not include the period of 28 days beginning with the day on which the person so ceases.

(5) In this section “relevant officer” has the meaning given by section 790LO(6).

790LS Registrable relevant legal entities: change of registered relevant officer U.K.

(1) A registrable relevant legal entity may change its registered officer for the purposes of section 790LR by giving notice to the registrar.

(2) The notice must include a statement by the entity that the new registered officer—

(a) is a relevant officer of the entity, and

(b) is an individual whose identity is verified (see section 1110A).

(3) The notice must be accompanied by a statement by the individual who is the new registered officer confirming that the individual is a relevant officer of the registrable relevant legal entity.

(4) In this section “relevant officer” has the meaning given by section 790LO(6).

790LT Offence of failing to comply with sections 790LM to 790LR U.K.

(1) It is an offence for a person to fail, without reasonable excuse, to comply with—

(a) any of the following sections—

• section 790LN;

• section 790LP;

• section 790LQ;

• section 790LR;

(b) a direction under section 790LM or 790LO.

(2) Where an offence under this section is committed by a registrable relevant legal entity, every officer of the entity who is in default also commits the offence.

(3) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

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