Companies Act 2006

[F1 790M Duty to keep register U.K.

(1) A company to which this Part applies must keep a register of people with significant control over the company.

(2) The required particulars of any individual with significant control over the company who is “ registrable ” in relation to the company must be entered in the register once all the required particulars of that individual have been confirmed.

(3) The company must not enter any of the individual's particulars in the register until they have all been confirmed.

(4) Particulars of any individual with significant control over the company who is “ non-registrable ” in relation to the company must not be entered in the register.

(5) But the required particulars of any entity that is a registrable relevant legal entity in relation to the company must be noted in the register once the company becomes aware of the entity's status as such.

(6) If the company becomes aware of a relevant change (within the meaning of section 790E) with respect to a registrable person or registrable relevant legal entity whose particulars are stated in the register—

(a) details of the change and the date on which it occurred must be entered in the register, but

(b) in the case of a registrable person, the details and date must not be entered there until they have all been confirmed.

(7) The Secretary of State may by regulations require additional matters to be noted in a company's PSC register.

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

(9) A person's required particulars, and the details and date of any relevant change with respect to a person, are considered for the purposes of this section to have been “confirmed” if—

(a) the person supplied or confirmed them to the company (whether voluntarily, pursuant to a duty imposed by this Part or otherwise),

(b) another person did so but with that person's knowledge, or

(c) they were included in a statement of initial significant control delivered to the registrar under section 9 by subscribers wishing to form the company.

(10) In the case of someone who was a registrable person or a registrable relevant legal entity in relation to the company on its incorporation—

(a) the date to be entered in the register as the date on which the individual became a registrable person, or the entity became a registrable relevant legal entity, is to be the date of incorporation, and

(b) in the case of a registrable person, that particular is deemed to have been “confirmed”.

(11) For the purposes of this section—

(a) if a person's usual residential address is the same as his or her service address, the entry for him or her in the register may state that fact instead of repeating the address (but this does not apply in a case where the service address is stated to be “The company's registered office”);

(b) nothing in section 126 (trusts not to be entered on register) affects what may be entered in a company's PSC register or is receivable by the registrar in relation to people with significant control over a company (even if they are members of the company);

(c) see section 790J (exemptions) for cases where a person does not count as a registrable person or a registrable relevant legal entity.

(12) If a company makes default in complying with this section, an offence is committed by—

(a) the company, and

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

(13) 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.

(14) A company to which this Part applies is not by virtue of anything done for the purposes of this section affected with notice of, or put upon inquiry as to, the rights of any person in relation to any shares or rights in or with respect to the company.]

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)

Modifications etc. (not altering text)

C1 S. 790M applied (with modifications) by S.I. 2009/1804, reg. 31E (as inserted (6.4.2016 except for the modification of s. 790M(9)(c) which is in force at 30.6.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(2)(a)(3), 3, Sch. 1)

C2 S. 790M(9)(c) modified (30.6.2016) by The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016 (S.I. 2016/375), regs. 1(2), 5

C3 S. 790M(10) modified (30.6.2016) by The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016 (S.I. 2016/375), regs. 1(2), 6