Explanatory Note
(This note is not part of the Regulations)
Section 51 of, and Schedule 2 to, the Economic Crime and Corporate Transparency Act 2023 (c. 56) (abolition of certain local registers) made amendments to Part 21A (information about people with significant control) of the Companies Act 2006 (c. 46, “the 2006 Act”) to replace rules that required companies to maintain “local” registers of their registrable persons and registrable relevant legal entities (see section 790C of the 2006 Act for definitions of “registrable person” and “registrable relevant legal entity”, which are together also known as persons with significant control, or “PSCs”) with rules that require companies to notify the registrar of information about PSCs. These Regulations make amendments and additions to those new rules.
Regulations 4 and 5 relate to sections 790D, 790DA, 790E and 790EA of the 2006 Act, which contain duties on a company to give notice to people in order to obtain information from them to confirm whether a person is or has ceased to be a PSC in relation to the company, and to confirm if any existing PSCs’ required particulars have changed (see section 790CA for the meaning of “confirmation” and see section 790K for the meaning of “required particulars”). Section 790EB requires the company to notify the registrar if a person fails to comply with a notice given by the company under any of these provisions and section 790EC requires the company to notify the registrar if a person complies late with any such notice. Regulations 4 and 5 amend sections 790EB and 790EC respectively to require the notice given by the company to the registrar to include the name of the person who has not complied, or has complied late, with notices given by the company under section 790E or 790EA. Regulation 4 also amends section 790EB to require that a notice given under that section must include the end date of the period within which the non-compliant person was required to comply. Regulation 5 amends section 790EC to require that a notice given under that section must include the date on which the person complied late.
Regulation 6 introduces three new sections into Part 21A of the 2006 Act. Section 790ED requires a company to notify the registrar when the company issues a restrictions notice under paragraph 1(3) of Schedule 1B to the 2006 Act to a person. Section 790EE requires the company to notify the registrar when the restrictions notice is withdrawn. Section 790EF requires the company to notify the registrar when the court orders that a relevant interest in the company must cease to be subject to a restrictions notice given by the company (see paragraph 2 of Schedule 1B for the meaning of “relevant interest”).
Regulation 7 amends section 790F of the 2006 Act to ensure that if a company fails without reasonable excuse to comply with any of the three new duties inserted by regulation 6, the company and every officer who is in default commits an offence (see section 1121(3) of the 2006 Act for the meaning of “officer in default”).
Regulation 8 amends section 790LA of the 2006 Act, which contains a duty on a company to give notice to the registrar if it has had confirmation of a person’s status as a PSC and of the required particulars of the person. Regulation 8 amends the information that has to be given in the notice, to include the date on which the company had the confirmation of those matters.
Regulation 9 amends section 790LC of the 2006 Act, which contains a duty on a company to give notice to the registrar if it knows or has cause to believe that a person has become a PSC but it has not yet had confirmation mentioned in section 790LA(1). Regulation 9 amends the information that has to be given in the notice to include the date on which the company first knew or had cause to believe that the person had become a PSC in relation to the company.
Regulation 10 amends section 790LD of the 2006 Act, which contains a duty on a company to give notice to the registrar if it has had confirmation that there has been a change in the required particulars of a PSC and the company has had confirmation of how the required particulars have changed and the date on which they changed. Regulation 10 amends the information that has to be given in the notice to include the date on which the company had the confirmation.
Regulation 11 amends section 790LE of the 2006 Act, which contains a duty on a company to give notice to the registrar if it has had confirmation that there was a pre-incorporation change in the required particulars of a proposed PSC and the company has had confirmation of how the required particulars have changed and the date on which they changed. Regulation 11 amends the information that has to be given in the notice to include the date on which the company had the confirmation.
Regulation 12 amends section 790LF of the 2006 Act, which contains a duty on a company to give notice to the registrar if it has had confirmation that a person has ceased to be a PSC and has had confirmation of the date on which the person so ceased. Regulation 12 amends the information that has to be given in the notice to include the date on which the company had the confirmation.
Regulation 13 amends section 790LG of the 2006 Act, which contains a duty on a company to give notice to the registrar if it knows that a person named in the statement of initial significant control (see section 12A of the 2006 Act for the meaning of “statement of initial significant control”) who would, on the company’s incorporation, become a PSC did not so become. Regulation 13 amends the duty so the company has to give the notice if it knows or has cause to believe the matters mentioned, and amends the information that has to be given in the notice to include the date on which the company first knew or had cause to believe those matters.
Regulation 14 amends section 790LH of the 2006 Act, which contains a duty on a company to notify the registrar if it knows or has cause to believe that there has at some time been a PSC but there has now ceased to be anyone who is a PSC in relation to the company. Regulation 14 changes the duty so that a notice is required when a company knows or has cause to believe it has no PSC regardless of whether there was at some previous time a PSC in relation to the company.
Regulation 15 creates new duties on a company to notify the registrar when the company comes to know or have cause to believe that certain information previously delivered to the registrar about the company’s PSCs is no longer true. This includes where certain information was delivered prior to the coming into force of the new rules introduced by the Economic Crime and Corporate Transparency Act 2023 into Part 21A of the 2006 Act.
A full Impact Assessment has not been prepared for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.