Companies Act 2006

[F1 [F2 CHAPTER 4 U.K. Alternative method of record-keeping

Textual Amendments

F1 Pt. 21A Ch. 4 omitted (26.10.2023 for specified purposes, 4.3.2024 for specified purposes) by virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 19; S.I. 2024/269, reg. 2(z10)

F2 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)

790W Introductory U.K.

(1) This Chapter sets out rules allowing private companies to keep information on the register kept by the registrar instead of entering it in their PSC register.

(2) The register kept by the registrar (see section 1080) is referred to in this Chapter as “the central register”.

(3) Chapter 3 must be read with this Chapter.

(4) Nothing in this Chapter affects the duties imposed by Chapter 2.

(5) Where an election under section 790X is in force in respect of a company, references in Chapter 2 to the company's PSC register are to be read as references to the central register.

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790X Right to make an election U.K.

(1) An election may be made under this section—

(a) by the subscribers wishing to form a private company under this Act, or

(b) by the private company itself once it is formed and registered.

(2) The election is of no effect unless—

(a) notice of the intention to make the election was given to each eligible person at least 14 days before the day on which the election was made, and

(b) no objection was received by the subscribers or, as the case may be, the company from any eligible person within that notice period.

(3) A person is an “eligible person” if—

(a) in a case of an election by the subscribers wishing to form a private company, the person's particulars would, but for the election, be required to be entered in the company's PSC register on its incorporation, and

(b) in the case of an election by the company itself—

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

(ii) the person's particulars are stated in the company's PSC register.

(4) An election under this section is made by giving notice of election to the registrar.

(5) If the notice is given by subscribers wishing to form a private company—

(a) it must be given when the documents required to be delivered under section 9 are delivered to the registrar, and

(b) it must be accompanied by a statement confirming that no objection was received as mentioned in subsection (2).

(6) If the notice is given by the company, it must be accompanied by—

(a) a statement confirming that no objection was received as mentioned in subsection (2), and

(b) a statement containing all the information that is required to be contained in the company's PSC register as at the date of the notice in respect of matters that are current as at that date.

(7) The company must where necessary update the statement sent under subsection (6)(b) to ensure that the final version delivered to the registrar contains all the information that is required to be contained in the company's PSC register as at the time immediately before the election takes effect (see section 790Y) in respect of matters that are current as at that time.

(8) The obligation in subsection (7) to update the statement includes an obligation to rectify it (where necessary) in consequence of the company's PSC register being rectified (whether before or after the election takes effect).

(9) If default is made in complying with subsection (7), an offence is committed by—

(a) the company, and

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

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

(10) 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.

(11) A reference in this Chapter to matters that are current as at a given date or time is a reference to—

(a) persons who are a registrable person or registrable relevant legal entity in relation to the company as at that date or time and whose particulars are required to be contained in the company's PSC register as at that date or time, and

(b) any other matters that are current as at that date or time.

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790Y Effective date of election U.K.

(1) An election made under section 790X takes effect when the notice of election is registered by the registrar.

(2) The election remains in force until either—

(a) the company ceases to be a private company, or

(b) a notice of withdrawal sent by the company under section 790ZD is registered by the registrar,

whichever occurs first.

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790Z Effect of election on obligations under Chapter 3 U.K.

(1) The effect of an election under section 790X on a company's obligations under Chapter 3 is as follows.

(2) The company's obligation to maintain a PSC register does not apply with respect to the period when the election is in force.

(3) This means that, during that period—

(a) the company must continue to keep a PSC register in accordance with Chapter 3 (a “historic” register) containing all the information that was required to be stated in that register as at the time immediately before the election took effect, but

(b) the company does not have to update that register to reflect any changes that occur after that time.

(4) The provisions of Chapter 3 (including the rights to inspect or require copies of the PSC register) continue to apply to the historic register during the period when the election is in force.

(5) The company must place a note in its historic register—

(a) stating that an election under section 790X is in force,

(b) recording when that election took effect, and

(c) indicating that up-to-date information about people with significant control over the company is available for public inspection on the central register.

(6) Subsections (12) and (13) of section 790M apply if a company makes default in complying with subsection (5) as they apply if a company makes default in complying with that section.

(7) The obligations under this section with respect to a historic register do not apply in a case where the election was made by subscribers wishing to form a private company.

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790ZA Duty to notify registrar of changes U.K.

(1) The duty under subsection (2) applies during the period when an election under section 790X is in force.

(2) The company must deliver to the registrar any information that the company would during that period have been obliged under Chapter 3 to enter in its PSC register, had the election not been in force.

(3) The information must be delivered as soon as reasonably practicable after the company becomes aware of it and, in any event, no later than the time by which the company would have been required to enter the information in its PSC register.

(4) If default is made in complying with this section, an offence is committed by—

(a) the company, and

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

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

(5) 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.

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790ZB Information as to state of central register U.K.

(1) When a person inspects or requests a copy of material on the central register relating to a company in respect of which an election under section 790X is in force, the person may ask the company to confirm that all information that the company is required to deliver to the registrar under this Chapter has been delivered.

(2) If a company fails to respond to a request under subsection (1), an offence is committed by—

(a) the company, and

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

(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.

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790ZC Power of court to order company to remedy default or delay U.K.

(1) This section applies if—

(a) the name of a person is without sufficient cause included in, or omitted from, information that a company delivers to the registrar under this Chapter concerning persons who are a registrable person or a registrable relevant legal entity in relation to the company, or

(b) default is made or unnecessary delay takes place in informing the registrar under this Chapter that a person—

(i) has become a registrable person or a registrable relevant legal entity in relation to the company, or

(ii) has ceased to be a registrable person or a registrable relevant legal entity in relation to it.

(2) The person aggrieved, or any other interested party, may apply to the court for an order requiring the company to deliver to the registrar the information (or statements) necessary to rectify the position.

(3) 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 such an application 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 1095 or 1096 (rectification of register on application to registrar or under court order).

(6) The reference in this section to “any other interested party” is to—

(a) any member of the company, and

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

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790ZD Withdrawing the election U.K.

(1) A company may withdraw an election made by or in respect of it under section 790X.

(2) Withdrawal is achieved by giving notice of withdrawal to the registrar.

(3) The withdrawal takes effect when the notice is registered by the registrar.

(4) The effect of withdrawal is that the company's obligation under Chapter 3 to maintain a PSC register applies from then on with respect to the period going forward.

(5) This means that, when the withdrawal takes effect—

(a) the company must enter in its PSC register all the information that is required to be contained in that register in respect of matters that are current as at that time,

(b) the company must also retain in its register all the information that it was required under section 790Z(3)(a) to keep in a historic register while the election was in force, but

(c) the company is not required to enter in its register information relating to the period when the election was in force that is no longer current.

(6) The company must place a note in its PSC register—

(a) stating that the election under section 790X has been withdrawn,

(b) recording when that withdrawal took effect, and

(c) indicating that information about people with significant control over the company relating to the period when the election was in force that is no longer current is available for public inspection on the central register.

(7) Subsections (12) and (13) of section 790M apply if a company makes default in complying with subsection (6) as they apply if a company makes default in complying with that section.

Modifications etc. (not altering text)

C1 Ss. 790W-790ZD applied (with modifications) by S.I. 2009/1804, reg. 31K (as inserted (30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(b), 3, Sch. 1)

790ZE Power to extend option to public companies U.K.

(1) The Secretary of State may by regulations amend this Act—

(a) to extend this Chapter (with or without modification) to public companies or public companies of a class specified in the regulations, and

(b) to make such other amendments as the Secretary of State thinks fit in consequence of that extension.

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