The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025

Amendments to the Unregistered Companies Regulations 2009

3.—(1) The Unregistered Companies Regulations 2009 are amended in accordance with this regulation.

(2) In paragraph 1 of Schedule 1, in section 26 of the Companies Act 2006 (registrar to be sent copy of company's constitution) as applied to unregistered companies by that paragraph—

(a) for the heading of that section, substitute “Documents to be sent to the registrar on incorporation”;

(b) for subsection (1) substitute—

“(1) A company must, not later than 15 days after the date of its incorporation, send to the registrar—

(a) a copy of every instrument constituting or regulating the company;

(b) a statement of the company’s officers, and

(c) a statement of initial significant control.”;

(c) after subsection (1), insert—

“(1A) The following requirements apply in relation to the statement under subsection (1)(b)—

(a) the statement must contain the required information about—

(i) any person who is a director or directors of the company, and

(ii) any person who is a secretary (or persons who are joint secretaries) of the company;

(b) the statement must—

(i) be accompanied by a statement by the company that each person named as a director, as secretary or as one of joint secretaries has consented to act in the relevant capacity, and

(ii) in the case of each individual named as a director—

(A) confirm that the individual’s identity is verified within the meaning of section 1110A, and

(B) state the individual’s unique identifier;

(c) the statement must also include a statement that no one named as a director is—

(i) disqualified under the directors disqualification legislation (see section 159A(2)), or

(ii) otherwise ineligible by virtue of any enactment for appointment as a director;

(d) where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—

(i) the person’s name,

(ii) the court by which permission was given, and

(iii) the date on which the permission was given;

(e) where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 (c. 46) or article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4) (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or article, the statement must also include a statement to that effect, in respect of each of them, specifying—

(i) the person’s name, and

(ii) the date on which the licence was issued and by whom it was issued.

(1B) In subsection (1A), for the required information—

(a) in relation to directors, see sections 167J and 167K, and

(b) in relation to secretaries or joint secretaries, see sections 279J and 279K.

(1C) The following requirements apply in relation to the statement under subsection (1)(c)—

(a) the statement must—

(i) state whether there is anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and

(ii) include the required particulars of any such person;

(b) if there is anyone who is a registrable person, or a registrable relevant legal entity, in relation to the company, the statement must also include—

(i) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)),

(ii) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—

(A) the person’s name,

(B) the court by which permission was given,

(C) the date on which permission was given, and

(iii) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 but for the authority of a licence of the kind mentioned in that section or article, a statement to that effect, in respect of each of them, specifying—

(A) the person’s name, and

(B) the date on which the licence was issued and by whom it was issued;

(c) if the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual.

(1D) It is not necessary to include under subsection (1C)(a)(ii) the date on which someone became a registrable person or a registrable relevant legal entity in relation to the company.

(1E) Where a statement of initial significant control identifies a person who is a registrable person, or a registrable relevant legal entity, in relation to the company—

(a) in relation to any person who is a registrable person, the statement may include a statement that the person's identity is verified within the meaning of section 1110A;

(b) if the option in paragraph (a) is exercised, the statement must also state the individual’s unique identifier;

(c) if the option in paragraph (a) is not exercised, the registrar must, in writing, direct the registrable person to deliver to the registrar, within the period of 14 days beginning with the date of the direction, a statement—

(i) confirming that the person’s identity is verified within the meaning of section 1110A, and

(ii) stating the individual’s unique identifier;

(d) where a direction is given under paragraph (c), the registrar may by further direction extend the period specified in that paragraph by up to 14 days at a time.”;

(d) after subsection (4) insert—

“(5) In this section—

“permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2);

“registrable person”—

(a)

in subsection (1C), has the meaning given by section 790C (see also section 790J);

(b)

in subsection (1E), has the same meaning as in subsection (1C), except that it does not include a person mentioned in section 790C(12)(a) to (d);

“registrable relevant legal entity” has the meaning given by section 790C (see also section 790J);

“required particulars” has the meaning given by section 790K.”.

(3) For paragraph 6 of Schedule 1 substitute—

“6.— (1) Sections 167G, 167H and 167J to 167N of the Companies Act 2006 (directors: duties relating to ID verification and notification) apply to unregistered companies, with the following modifications.

(2) Read references to a company as references to an unregistered company.

(3) In section 167G—

(a) in subsection (3)(c) after “(see section 1110A)” insert “, and a statement of that individual’s unique identifier”;

(b) for subsection (5) substitute—

“(5) Subsection (1)(a) does not require a company, when delivering the documents required under section 26 (documents to be sent to the registrar on incorporation), to give notice in relation to a person named as a director.”.

(4) In section 167J—

(a) in subsection (1), omit “(or proposed director)”;

(b) in subsection (2)(b)(iii), after “regulations under section 1088(1)(a) or (b)” insert “, as applied to unregistered companies.”;

(c) omit subsections (5) and (6).

(5) In section 167K—

(a) in subsection (1), omit “(or proposed director)”;

(b) omit subsections (2) and (3).

(6) In section 167L(1) for “section 167G, 167H or 167I” substitute “section 167G or 167H”.”.

(4) For paragraph 8 of Schedule 1 substitute—

“8.   Sections 279G to 279M of the Companies Act 2006 (notification of information about secretaries) apply to unregistered companies.”.

(5) In paragraph 12A of Schedule 1—

(a) in sub-paragraph (1) before “790K” insert “790I and”;

(b) in sub-paragraph (3)―

(i) for “(company’s duty to investigate and obtain information)” substitute “(company's duty to give notices to persons with significant control)”;

(ii) in paragraph (a) for “(9)” substitute “(6)”;

(iii) in paragraph (b) for “(10)” substitute “(7)”;

(c) after sub-paragraph (3) insert—

“(3A) In section 790DA (obtaining information from third parties) omit subsections (7) and (8).”;

(d) for sub-paragraph (4) substitute—

“(4) In section 790E (company’s duty to find out about changes in PSC information) omit subsections (5) and (6).”;

(e) after sub-paragraph (4) insert—

“(4A) In section 790EA (company’s duty to find out about persons ceasing to be PSCs) omit subsections (5) and (6).”;

(6) For paragraph 12B of Schedule 1 substitute—

“12B.— (1) Sections 790LA to 790LD, 790LF, 790LH and 790LJ to 790LT of the Companies Act 2006 (duty to notify registrar of persons with significant control and ID verification) apply to unregistered companies, with the following modifications.

(2) Read references to a company as references to an unregistered company.

(3) In section 790LA, omit subsections (4) and (5).

(4) In section 790LB, after subsection (3) insert—

“(3A) If a notice under section 790LA(1) includes a statement under subsection (1) or subsection (2)(b), that statement must also include a statement of the individual’s unique identifier.”.

(5) For section 790LC(4) substitute—

“(4) Nothing in this section requires a company, when delivering the documents required under section 26, to give notice in relation to a person named as a director.”.

(6) Omit section 790LD(4).

(7) For section 790LH(4) and (5) substitute—

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

(a) it has delivered a statement of initial significant control stating that there is no person who is 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 delivering that statement any person has become a registrable person or a registrable relevant legal entity in relation to the company.

(5) In this section “statement of initial significant control” means the statement referred to in section 26(1)(c) (documents to be sent to the registrar on incorporation).”.

(8) In section 790LJ(1)―

(a) omit “790LE,” and “, 790LG”;

(b) omit “, or regulations under section 790LI,”.

(9) In section 790LK(1)―

(a) omit “790LE,” and “, 790LG”;

(b) omit “, or regulations under section 790LI,”;

(c) omit subsection (5).

(10) In section 790LL(5) after “section 1088,” insert “as applied to unregistered companies,”.

(11) In section 790LM—

(a) for subsection (1) substitute—

“(1) This section applies where—

(a) the registrar is notified under section 790LA 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.”;

(b) in subsection (2), after “(see section 1110A)” insert “, and stating the individual’s unique identifier”.

(12) In section 790LN―

(a) for subsection (1)(b) substitute—

“(b) became a registrable person before the day on which section 790LB(1) came fully into force.”;

(b) in subsection (2), after “(see section 1110A)” insert “, and stating the individual’s unique identifier”;

(c) in subsection (5) for the definition of “the appointed day” substitute—

““the appointed day” means such day as is appointed in regulations under this section as it applies to registrable persons of companies registered under the Companies Act 2006, except that any reference in those regulations to provisions of company law should be read as references to those provisions as applied to unregistered companies;”;

(d) omit subsection (6).

(13) In section 790LQ(2)(a)—

(a) omit sub-paragraph (i);

(b) in sub-paragraph (ii), omit “, 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”.

(14) In section 790LR—

(a) in subsection (2)(a)(i) omit “12B(3) or”;

(b) in subsection (3)(a)—

(i) omit sub-paragraph (i);

(ii) in sub-paragraph (ii), omit “, 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”.”.

(7) In paragraph 13 of Schedule 1—

(a) in sub-paragraph (1) for “853A to 853H and sections 853K and 853L” substitute “853A to 853G and 853L”;

(b) after sub-paragraph (1) insert—

“(1A) Section 853A (duty to deliver confirmation statements) applies with the following modifications—

(a) in subsection (1)(b)(ii), omit “, and”;

(b) omit subsection (1)(b)(iii);”;

(c) for sub-paragraph (2) substitute—

“(2) Section 853B (duties to notify a relevant event) applies with the following modifications—

(a) in paragraph (g), omit “790LE,” and “, 790LG”;

(b) omit paragraph (h).”.

(8) After paragraph 20A of Schedule 1 insert—

“20AA.   Section 1110C of the Companies Act 2006 (identity verification: exemption on national security grounds etc) applies to unregistered companies, but for subsection (2)(a) substitute—

“(a) Where a statement of officers made under section 26 names the person as a director, subsection (1A)(b)(ii) of that section does not require a statement to be made in relation to the person;”;”.

(9) After section 1088(2) of the Companies Act 2006, as applied to unregistered companies by paragraph 20(3) of Schedule 1, insert—

“(3) Any statement or other document delivered to the registrar under the following provisions must not be available by the registrar for public inspection—

(a) section 26(1A)(c)(ii) and (1C) of the Companies Act 2006 (documents to be sent to the registrar on incorporation);

(b) sections 167G(3)(c), 790LB(1) or (2), 790LM(2), 790LN(2), 790LO(2) and 790LP(2) of that Act (duty to notify registrar of changes in directors and of persons with significant control), and

(c) regulation 5(2) of the Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761).”.