Companies Act 2006

[F1 CHAPTER 2 U.K. Information-gathering

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)

Duty on companies U.K.

[F2 790CB Duty to find out about persons with significant control U.K.

A company to which this Part applies must take reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company and, if so, to identify them.]

Textual Amendments

F2 Ss. 790CB-790EC substituted for ss. 790D, 790E (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. 11; S.I. 2024/269, reg. 2(z10)

790D [F2 Company's duty to investigate and obtain information][F2 Company’s duty to give notices to persons with significant control] U.K.

[F2 (1) A company to which this Part applies must take reasonable steps—

(a) to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company, and

(b) if so, to identify them.

(2) Without limiting subsection (1), a company to which this Part applies must give notice to anyone whom it knows or has reasonable cause to believe to be a registrable person or a registrable relevant legal entity in relation to it.

(3) The notice, if addressed to an individual, must require the addressee—

(a) to state whether or not he or she is a registrable person in relation to the company (within the meaning of this Part), and

(b) if so, to confirm or correct any particulars of his or hers that are included in the notice, and supply any that are missing.

(4) The notice, if addressed to a legal entity, must require the addressee—

(a) to state whether or not it is a registrable relevant legal entity in relation to the company (within the meaning of this Part), and

(b) if so, to confirm or correct any of its particulars that are included in the notice, and supply any that are missing.

(5) A company to which this Part applies may also give notice to a person under this section if it knows or has reasonable cause to believe that the person—

(a) knows the identity of someone who falls within subsection (6), or

(b) knows the identity of someone likely to have that knowledge.

(6) The persons who fall within this subsection are—

(a) any registrable person in relation to the company;

(b) any relevant legal entity in relation to the company;

(c) any entity which would be a relevant legal entity in relation to the company but for the fact that section 790C(6)(b) does not apply in respect of it.

(7) A notice under subsection (5) may require the addressee—

(a) to state whether or not the addressee knows the identity of—

(i) any person who falls within subsection (6), or

(ii) any person likely to have that knowledge, and

(b) if so, to supply any particulars of theirs that are within the addressee's knowledge, and state whether or not the particulars are being supplied with the knowledge of each of the persons concerned.

(8) A notice under this section must state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice.

(9) The Secretary of State may by regulations make further provision about the giving of notices under this section, including the form and content of any such notices and the manner in which they must be given.

(10) Regulations under subsection (9) are subject to negative resolution procedure.

(11) A company is not required to take steps or give notice under this section with respect to a registrable person or registrable relevant legal entity if—

(a) the company has already been informed of the person's status as a registrable person or registrable relevant legal entity in relation to it, and been supplied with all the particulars, and

(b) in the case of a registrable person, the information and particulars were provided either by the person concerned or with his or her knowledge.

(12) A person to whom a notice under subsection (5) is given is not required by that notice to disclose any information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.

(13) In this section—

(a) a reference to knowing the identity of a person includes knowing information from which that person can be identified, and

(b) “ particulars ” means—

(i) in the case of a registrable person or a registrable relevant legal entity, the required particulars (see section 790K), and

(ii) in any other case, any particulars that will allow the person to be contacted by the company.]

[F2 (1) A company to which this Part applies must give a notice to a person under this section if—

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

(b) the company has not had confirmation of the person’s status as a registrable person or registrable relevant legal entity or has not had confirmation of all of the required particulars of the person (see section 790K).

(2) The notice must require the person—

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

(b) if they are, to give the company all of the required particulars of the person (see section 790K).

(3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4) The company must give the notice—

(a) as soon as reasonably practicable after the company becomes subject to the duty to give a notice under this section, and

(b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

(5) A company is not required to give a notice under this section 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.

(6) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(7) Regulations under subsection (6) are subject to negative resolution procedure.]

Textual Amendments

F2 Ss. 790CB-790EC substituted for ss. 790D, 790E (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. 11; S.I. 2024/269, reg. 2(z10)

Modifications etc. (not altering text)

C1 Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

[F2 790DA Obtaining information from third parties U.K.

(1) A company to which this Part applies may give a notice to a person under this section if it knows or has cause to believe that the person—

(a) knows the identity of someone who falls within subsection (2), or

(b) knows the identity of someone likely to have that knowledge.

(2) The persons who fall within this subsection are—

(a) a registrable person in relation to the company;

(b) a relevant legal entity in relation to the company;

(c) an entity which would be a relevant legal entity in relation to the company but for the fact that section 790C(6)(b) does not apply in respect of it.

(3) A company must give a notice under subsection (1) to a person (“a third party”) if the company—

(a) knows or has cause to believe that a person is a registrable person or a registrable relevant legal entity in relation to the company (“a suspected PSC”),

(b) is under a duty to give the suspected PSC a notice under section 790D but does not have the information that it needs in order to contact them, and

(c) knows or has cause to believe that the third party—

(i) knows the identity of the suspected PSC, or

(ii) knows the identity of someone likely to have that knowledge.

(4) A notice under subsection (1) must require the person to whom it is given (“the recipient”)—

(a) to inform the company whether the recipient knows the identity of any person who—

(i) falls within subsection (2), or

(ii) is likely to know the identity of anyone who falls within subsection (2), and

(b) if the recipient does, to give the company any information within the recipient’s knowledge that would allow the company to contact each such person.

(5) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(6) A person to whom a notice under subsection (1) is given is not required by that notice to disclose any information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.

(7) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(8) Regulations under subsection (7) are subject to negative resolution procedure.

(9) In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified.]

Textual Amendments

F2 Ss. 790CB-790EC substituted for ss. 790D, 790E (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. 11; S.I. 2024/269, reg. 2(z10)

790E [F2 Company's duty to keep information up-to-date][F2 Company’s duty to find out about changes in PSC information] U.K.

[F2 (1) This section applies if particulars of a registrable person or registrable relevant legal entity are stated in a company's PSC register.

(2) The company must give notice to the person or entity if the company knows or has reasonable cause to believe that a relevant change has occurred.

(3) In the case of a registrable person, a “relevant change” occurs if—

(a) the person ceases to be a registrable person in relation to the company, or

(b) any other change occurs as a result of which the particulars stated for the person in the PSC register are incorrect or incomplete.

(4) In the case of a registrable relevant legal entity, a “relevant change” occurs if—

(a) the entity ceases to be a registrable relevant legal entity in relation to the company, or

(b) any other change occurs as a result of which the particulars stated for the entity in the PSC register are incorrect or incomplete.

(5) The company must give the notice

[F3 (a)] as soon as reasonably practicable[F4 , and

(b) in any event before the end of the period of 14 days beginning with the earlier of the day] after it learns of the change [F5 and the day after it] first has reasonable cause to believe that the change has occurred.

(6) The notice must require the addressee—

(a) to confirm whether or not the change has occurred, and

(b) if so—

(i) to state the date of the change, and

(ii) to confirm or correct the particulars included in the notice, and supply any that are missing from the notice.

(7) Subsections (8) to (10) of section 790D apply to notices under this section as to notices under that section.

(8) A company is not required to give notice under this section if—

(a) the company has already been informed of the relevant change, and

(b) in the case of a registrable person, that information was provided either by the person concerned or with his or her knowledge.]

[F2 (1) This section applies if a company—

(a) knows or has cause to believe 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), but

(b) has not had confirmation that the change has occurred or has not had confirmation of all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(2) The company must give the person a notice requiring the person—

(a) to inform the company whether the change has occurred, and

(b) if it has, to give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4) The company must give the notice—

(a) as soon as reasonably practicable after the company becomes subject to the duty to give a notice under subsection (2), and

(b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

(5) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(6) Regulations under subsection (5) are subject to negative resolution procedure.]

Textual Amendments

F2 Ss. 790CB-790EC substituted for ss. 790D, 790E (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. 11; S.I. 2024/269, reg. 2(z10)

F3 Words in s. 790E(5) renumbered as s. 790E(5)(a) (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 7(a) (with Sch. Pt. 1)

F4 S. 790E(5)(b) and word inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 7(b) (with Sch. Pt. 1)

F5 Words in s. 790E(5) substituted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 7(c) (with Sch. Pt. 1)

Modifications etc. (not altering text)

C1 Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

[F2 790EA Company’s duty to find out about persons ceasing to be PSCs U.K.

(1) This section applies if a company —

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

(b) has not had confirmation that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not had confirmation of the date on which the person so ceased.

(2) The company must give the person a notice requiring the person—

(a) to inform the company whether the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and

(b) if the person has, to inform the company of the date on which the person so ceased.

(3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4) The company must give the notice—

(a) as soon as reasonably practicable after the company becomes subject to the duty under subsection (2), and

(b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

(5) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(6) Regulations under subsection (5) are subject to negative resolution procedure.]

Textual Amendments

F2 Ss. 790CB-790EC substituted for ss. 790D, 790E (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. 11; S.I. 2024/269, reg. 2(z10)

[F2 790EB Company’s duty to notify failure to comply with notices U.K.

(1) A company must notify the registrar if a person fails to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it.

(2) The notice must be given within the period of 14 days beginning with the end of the period specified in the notice under section 790D, 790DA, 790E or 790EA.]

Textual Amendments

F2 Ss. 790CB-790EC substituted for ss. 790D, 790E (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. 11; S.I. 2024/269, reg. 2(z10)

[F2 790EC Company’s duty to notify of late compliance with notices U.K.

(1) A company must notify the registrar if a person who has failed to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it subsequently complies.

(2) The notice must be given within the period of 14 days beginning with the day on which the person complied with the notice under section 790D, 790DA, 790E or 790EA.]

Textual Amendments

F2 Ss. 790CB-790EC substituted for ss. 790D, 790E (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. 11; S.I. 2024/269, reg. 2(z10)

790F Failure by company to comply with information duties U.K.

[F6 (1) If a company fails to comply with a duty under section 790D or 790E to take steps or give notice, an offence is committed by—

(a) the company, and

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

[F6 (1) If a company fails, without reasonable excuse, to comply with a duty under section 790CB, 790D, 790DA(3), 790E, 790EA, 790EB or 790EC to take steps or give a notice, an offence is committed by—

(a) the company, and

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

(2) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(iii) in Northern Ireland, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum (or both).

Textual Amendments

F6 S. 790F(1) substituted (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), s. 219(1)(2)(b), Sch. 2 para. 11

Modifications etc. (not altering text)

C1 Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

Duty on others U.K.

790G [F7 Duty to supply information] [F7 Duty to notify company on becoming PSC] U.K.

[F7 (1) This section applies to a person if—

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

(b) the person knows that to be the case or ought reasonably to do so,

(c) the required particulars of the person are not stated in the company's PSC register,

(d) the person has not received notice from the company under section 790D(2), and

(e) the circumstances described in paragraphs (a) to (d) have continued for a period of at least one month.

(2) The person must—

(a) notify the company of the person's status (as a registrable person or registrable relevant legal entity) in relation to the company,

(b) state the date, to the best of the person's knowledge, on which the person acquired that status, and

(c) give the company the required particulars (see section 790K).

(3) The duty under subsection (2) must be complied with by the end of the period of one month beginning with the day on which all the conditions in subsection (1)(a) to (e) were first met with respect to the person.]

[F7 (1) This section applies to a person if—

(a) the person knows that they are a registrable person or a registrable relevant legal entity in relation to a company,

(b) the material in the register that is available for public inspection does not indicate the person’s status as a registrable person or registrable relevant legal entity in relation to the company, and

(c) the person—

(i) has not informed the company of the person’s status as a registrable person or registrable relevant legal entity in relation to the company, or

(ii) has not given the company all of the required particulars of the person (see section 790K).

(2) The person must—

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

(b) give the company the required particulars (see section 790K).

(3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met.]

Textual Amendments

F7 Ss. 790G-790HA substituted for ss. 790G, 790H (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), s. 219(1)(2)(b), Sch. 2 para. 12

Modifications etc. (not altering text)

C1 Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

790H [F7 Duty to update information] [F7 Duty to notify company of changes in PSC information] U.K.

[F7 (1) This section applies to a person if—

(a) the required particulars of the person (whether a registrable person or a registrable relevant legal entity) are stated in a company's PSC register,

(b) a relevant change occurs,

(c) the person knows of the change or ought reasonably to do so,

(d) the company's PSC register has not been altered to reflect the change, and

(e) the person has not received notice from the company under section 790E by the end of the period of one month beginning with the day on which the change occurred.

(2) The person must—

(a) notify the company of the change,

(b) state the date on which it occurred, and

(c) give the company any information needed to update the PSC register.

(3) The duty under subsection (2) must be complied with by the later of—

(a) the end of the period of 2 months beginning with the day on which the change occurred, and

(b) the end of the period of one month beginning with the day on which the person discovered the change.

(4) “ Relevant change ” has the same meaning as in section 790E. ]

[F7 (1) This section applies to a person if—

(a) the person knows that they are a registrable person or a registrable relevant legal entity in relation to a company,

(b) there has been a change in the required particulars of the person (see section 790K) and the person knows that to be the case, and

(c) the person has not informed the company of the change or has not given the company all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(2) The person must—

(a) inform the company of the change, and

(b) give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met.]

Textual Amendments

F7 Ss. 790G-790HA substituted for ss. 790G, 790H (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), s. 219(1)(2)(b), Sch. 2 para. 12

Modifications etc. (not altering text)

C1 Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

[F7 790HA Duty to notify company of ceasing to be a PSC U.K.

(1) This section applies to a person if—

(a) the person knows that they have ceased to be a registrable person or a registrable relevant legal entity in relation to a company,

(b) the material in the register that is available for public inspection does not indicate the person as having ceased to be a registrable person or a registrable relevant legal entity in relation to a company, and

(c) the person has not informed the company of having ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not informed the company of the date on which the person so ceased.

(2) The person must inform the company—

(a) that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and

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

(3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met.]

Textual Amendments

F7 Ss. 790G-790HA substituted for ss. 790G, 790H (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), s. 219(1)(2)(b), Sch. 2 para. 12

Compliance U.K.

790I Enforcement of disclosure requirements U.K.

Schedule 1B contains provisions for when a person (whether an individual or a legal entity) fails to comply with [F8 a notice under section 790D or 790E or a duty under section 790G or 790H.] [F8 —

(a) a notice under section 790D, 790DA, 790E or 790EA, or

(b) a duty under section 790G, 790H or 790HA.]

Textual Amendments

F8 Words in s. 790I substituted (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), s. 219(1)(2)(b), Sch. 2 para. 13

Modifications etc. (not altering text)

C1 Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

[F9 Power to impose further duties U.K.

Textual Amendments

F9 S. 790IA 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), s. 219(1)(2)(b), Sch. 2 para. 14

790IA Power to impose further duties involving nominee shareholders U.K.

(1) The Secretary of State may by regulations make further provision for the purpose of enabling a company to which this Part applies to find out about anyone who has become or ceased to be a person who is—

(a) a registrable person in relation to the company by virtue of shares being held by a nominee, or

(b) a registrable relevant legal entity in relation to the company by virtue of shares being held by a nominee.

(2) The regulations may, in particular—

(a) impose obligations on a company with a view to obtaining—

(i) information about whether a person has become or ceased to be a nominee shareholder;

(ii) if they have, information about: (A) the shareholding; (B) the nominee; (C) the person for whom the nominee holds or held the shares;

(iii) any other information required by the regulations;

(b) impose obligations on others (including nominees or former nominees) with a view to providing the company with—

(i) information of a kind described in paragraph (a)(i) or (ii);

(ii) any other information required by the regulations.

(3) The regulations may, in particular, make provision similar or corresponding to any of the preceding provisions of this Chapter.

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

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

Exemption from information and registration requirements U.K.

790J Power to make exemptions U.K.

(1) The Secretary of State may exempt a person (whether an individual or a legal entity) under this section.

(2) The effect of an exemption is—

(a) the person is not required to comply with any notice under section [F10 790D(2) or 790E] [F10 790D, 790E or 790EA] (but if a notice is received, the person must bring the existence of the exemption to the attention of the company that sent it),

(b) companies are not obliged to take steps or give notice under those sections to or with respect to that person,

(c) notices under section [F11 790D(5)] [F11 790DA] do not require anyone else to give any information about that person,

(d) the duties imposed by sections 790G [F12 and 790H] [F12 790H and 790HA] do not apply to that person, and

(e) the person does not count for the purposes of [F13 section 790M] [F13 any of sections 12A, 790LA, 790LC, 790LD, 790LE, 790LF, 790LG, 790LH] [F14 and 790LM to 790LS] as a registrable person or, as the case may be, a registrable relevant legal entity in relation to any company.

(3) The Secretary of State must not grant an exemption under this section unless the Secretary of State is satisfied that, having regard to any undertaking given by the person to be exempted, there are special reasons why that person should be exempted.

Textual Amendments

F10 Words in s. 790J(2)(a) substituted (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), s. 219(1)(2)(b), Sch. 2 para. 15(a)

F11 Word in s. 790J(2)(c) substituted (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), s. 219(1)(2)(b), Sch. 2 para. 15(b)

F12 Words in s. 790J(2)(d) substituted (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), s. 219(1)(2)(b), Sch. 2 para. 15(c)

F13 Words in s. 790J(2)(e) substituted (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), s. 219(1)(2)(b), Sch. 2 para. 15(d)

F14 Words in s. 790J(2)(e) 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(2), 219(1)(2)(b)

Modifications etc. (not altering text)

C1 Ss. 790D-790J applied (with modifications) by S.I. 2009/1804, reg. 31C (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

Required particulars U.K.

790K Required particulars U.K.

(1) The “required particulars” of an individual who is a registrable person are—

(a) name,

(b) a service address,

(c) the country or state (or part of the United Kingdom) in which the individual is usually resident,

(d) nationality,

(e) date of birth,

(f) usual residential address,

(g) the date on which the individual became a registrable person in relation to the company in question,

(h) the nature of his or her control over that company (see Schedule 1A), [F15 and]

(i) [F15 if, in relation to that company, restrictions on using or disclosing any of the individual's PSC particulars are in force under regulations under section 790ZG, that fact.]

(2) In the case of a person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual, the “required particulars” are—

(a) name,

(b) principal office,

[F16 (ba) a service address,]

(c) the legal form of the person and the law by which it is governed,

(d) the date on which it became a registrable person in relation to the company in question, and

(e) the nature of its control over the company (see Schedule 1A).

(3) The “required particulars” of a registrable relevant legal entity are—

(a) corporate or firm name,

(b) [F17 registered or] principal office,

[F18 (ba) a service address,]

(c) the legal form of the entity and the law by which it is governed,

(d) if applicable, the register of companies in which it is entered (including details of the state) and its registration number in that register,

(e) the date on which it became a registrable relevant legal entity in relation to the company in question, and

(f) the nature of its control over that company (see Schedule 1A).

[F19 (4) Section 163(2) (particulars of directors to be registered: individuals) applies for the purposes of subsection (1).]

[F19 (4) In this section “name”, in relation to an individual, means the individual’s forename and surname.

(4A) Where an individual is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual’s name because it forms part of the required particulars under this section may be satisfied by providing that title instead of the individual’s forename and surname.]

(5) The Secretary of State may by regulations make further provision about the particulars required by subsections (1)(h), (2)(e) and (3)(f).

(6) Regulations under subsection (5) are subject to negative resolution procedure.

Textual Amendments

F15 S. 790K(1)(i) and word omitted (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 virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 16(2)

F16 S. 790K(2)(ba) 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), s. 219(1)(2)(b), Sch. 2 para. 16(3)

F17 Words in s. 790K(3)(b) omitted (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 virtue of Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 2 para. 16(4)(a)

F18 S. 790K(3)(ba) 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), s. 219(1)(2)(b), Sch. 2 para. 16(4)(b)

F19 S. 790K(4)(4A) substituted for s. 790K(4) (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), s. 219(1)(2)(b), Sch. 2 para. 16(5)

Modifications etc. (not altering text)

C2 Ss. 790C-790K applied (with modifications) by S.I. 2009/2436, Sch. 1 para. 12A (as inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 33 (with Sch. Pt. 3))

C3 S. 790K applied (with modifications) by S.I. 2009/1804, reg. 31D (as inserted (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 3, Sch. 1)

790L Required particulars: power to amend U.K.

[F20 (1) The Secretary of State may by regulations amend section 790K so as to add to or remove from any of the lists of required particulars.]

[F20 (1) The Secretary of State may by regulations—

(a) amend section 790K so as to change the “required particulars” in relation to—

(i) an individual who is a registrable person;

(ii) a person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual;

(iii) a registrable relevant legal entity;

(b) repeal section 790K(4A).]

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

Textual Amendments

F20 S. 790L(1) substituted (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), s. 219(1)(2)(b), Sch. 2 para. 17