Regulations 3 and 4

SCHEDULE 1 U.K. LIST OF MARKETS

Modifications etc. (not altering text)

C1 Sch. 1 applied (E.W.S.) (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 4, Sch. 2 para. 1 (as amended (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 31 (with Sch. Pt. 2))

• — In Israel—

  — Tel Aviv Stock Exchange

• — In Japan—

  • — Fukuoka Stock Exchange

  • — Nagoya Stock Exchange

  • — Osaka Securities Exchange

  • — Sapporo Securities Exchange

  • — Tokyo Stock Exchange

• — In Switzerland—

  • — BX Berne Exchange

  • — SIX Swiss Exchange

• — In the United States of America—

  • — BATS Exchange, Inc.

  • — BATS Y-Exchange, Inc.

  • — BOX Options Exchange LLC

  • — C2 Options Exchange, Incorporated

  • — Chicago Board Options Exchange, Incorporated

  • — Chicago Stock Exchange, Inc.

  • — EDGA Exchange, Inc.

  • — EDGX Exchange, Inc.

  • — International Securities Exchange, LLC

  • — ISE Gemini LLC

  • — Miami International Securities Exchange LLC

  • — NASDAQ OMX BX, Inc.

  • — NASDAQ OMX PHLX LLC

  • — The NASDAQ Stock Market LLC

  • — National Stock Exchange, Inc.

  • — New York Stock Exchange LLC

  • — NYSE Arca, Inc.

  • — NYSE MKT LLC

Regulation 7

SCHEDULE 2 U.K. PARTICULARS REQUIRED AS TO NATURE OF CONTROL

Modifications etc. (not altering text)

C2 Sch. 2 applied (with modifications) (E.W.S.) (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 4, Sch. 2 para. 4

PART 1 U.K. First Condition

1.  A statement that the person holds, directly or indirectly, more than 25% but not more than 50% of the shares in the company. U.K.

2.  A statement that the person holds, directly or indirectly, more than 50% but less than 75% of the shares in the company. U.K.

3.  A statement that the person holds, directly or indirectly, 75% or more of the shares in the company. U.K.

PART 2 U.K. Second Condition

4.  A statement that the person holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company. U.K.

5.  A statement that the person holds, directly or indirectly, more than 50% but less than 75% of the voting rights in the company. U.K.

6.  A statement that the person holds, directly or indirectly, 75% or more of the voting rights in the company. U.K.

PART 3 U.K. Third Condition

7.  A statement that the person holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company. U.K.

PART 4 U.K. Fourth Condition

8.  A statement that the person has the right to exercise, or actually exercises, significant influence or control over the company. U.K.

PART 5 U.K. Fifth Condition and Trusts

9.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the shares in the company.

10.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the shares in the company.

11.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, 75% or more of the shares in the company.

12.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company.

13.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the voting rights in the company.

14.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold, directly or indirectly, 75% or more of the voting rights in the company.

15.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.

16.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and

(b) the trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.

PART 6 U.K. Fifth Condition and Firms

17.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the shares in the company.

18.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the shares in the company.

19.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, 75% or more of the shares in the company.

20.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company.

21.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the voting rights in the company.

22.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold, directly or indirectly, 75% or more of the voting rights in the company.

23.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.

24.  A statement that— U.K.

(a) the person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and

(b) the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.

PART 7 U.K. Interpretation of Schedule 2

25.  In relation to a company that does not have a share capital, a reference to holding a particular percentage of shares in a company is to holding a right or rights to share in that percentage of capital or, as the case may be, profits of that company. U.K.

Regulation 22(1)

SCHEDULE 3 U.K. SPECIFIED PUBLIC AUTHORITES

Modifications etc. (not altering text)

C3 Sch. 3 applied (E.W.S.) (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 4, Sch. 2 para. 4 (as amended by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 31 (with Sch. Pt. 2))

U.K.

• — The Bank of England [F1 (including the Bank in its capacity as the Prudential Regulation Authority)];

• — the Charity Commission;

• — the Charity Commission for Northern Ireland;

• — the Commissioners for Her Majesty's Revenue and Customs;

• — the Competition and Markets Authority;

• — the Crown Office and Procurator Fiscal Services;

• — the Director of Public Prosecutions;

• — the Director of Public Prosecutions for Northern Ireland;

• — the Financial Conduct Authority;

• — the Food Standards Agency;

• — the Gas and Electricity Markets Authority;

• — the Gambling Commission;

• — [F2 the Gangmasters Labour and Abuse Authority];

• — the Government Communications Headquarters;

• — the Health and Safety Executive;

• — the Health and Safety Executive for Northern Ireland;

• — the Marine Management Organisation;

• — the Minister for the Cabinet Office;

• — the National Crime Agency;

• — the Northern Ireland Authority for Utility Regulation;

• — any Northern Ireland Department;

• — the Office of Communications;

• — the Office of the Information Commissioner;

• — the Office for Nuclear Regulation;

• — the Office of the Scottish Charity Regulator;

• — the Official Receiver for Northern Ireland;

• — the Panel on Takeovers and Mergers;

• — the Pensions Regulator;

• F3 ...

• — the Registry of Credit Unions and Industrial and Provident Societies for Northern Ireland;

• — the Regulator of Community Interest Companies;

• — the Scottish Housing Regulator;

• — the Scottish Ministers;

• — the Security Industry Authority;

• — the Secret Intelligence Service;

• — the Secretary of State;

• — the Security Service;

• — the Serious Fraud Office;

• — the Treasury;

• — the Treasury Solicitor;

• — the Welsh Ministers;

• — a local authority within the meaning of section 54(2) of the Act;

• — an official receiver appointed under section 399 of the Insolvency Act 1986 M1 (appointment, etc, of official receivers);

• — a person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986 (meaning of “act as an insolvency practitioner”) or article 3 of the Insolvency (Northern Ireland) Order 1989 M2 (“act as an insolvency practitioner”);

• — an inspector appointed under Part 14 of the Companies Act 1985 M3 (investigation of companies and their affairs: requisition of documents) or a person appointed under regulation 30 of the Open-Ended Investment Companies Regulations 2001 M4 (power to investigate) or regulation 30 of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 M5 ;

• — any person authorised to exercise powers under section 447 of the Companies Act 1985 (power to require documents and information), or section 84 of the Companies Act 1989 M6 (exercise of powers by officers, etc);

• — any person exercising functions conferred by Part 6 of the Financial Services and Markets Act 2000 M7 (official listing);

• — a person appointed to make a report under section 166 or 166A (reports by skilled persons) of the Financial Services and Markets Act 2000 M8 ;

• — a person appointed to conduct an investigation under section 167 (appointment of persons to carry out general investigations) or 168(3) or (5) (appointment of persons to carry out investigations in particular cases) of the Financial Services and Markets Act 2000;

• — a person appointed under section 284 (power to investigate) of the Financial Services and Markets Act 2000;

• — a police force within the meaning of section 101(1) of the Police Act 1996 M9 ;

• — the Police Service of Northern Ireland;

• — the Police Service of Scotland;

• — the lead enforcement authority (as defined in section 33(1) of the Estate Agents Act 1979 M10 ) exercising functions under the Estate Agents Act 1979.

Textual Amendments

F1 Words in Sch. 3 inserted (1.3.2017) by The Bank of England and Financial Services (Consequential Amendments) Regulations 2017 (S.I. 2017/80), reg. 1, Sch. para. 46(a)

F2 Words in Sch. 3 substituted (12.7.2016) by The Immigration Act 2016 (Consequential Amendments) Regulations 2016 (S.I. 2016/655), reg. 1, Sch. para. 12

F3 Sch. 3 entry omitted (1.3.2017) by virtue of The Bank of England and Financial Services (Consequential Amendments) Regulations 2017 (S.I. 2017/80), reg. 1, Sch. para. 46(b)

Marginal Citations

M1 1986 c.45.

M2 S.I. 1989/2405; relevant amending instruments are S.I. 2002/223 and 2002/334.

M3 1985 c.6.

M4 S.I. 2001/1228; relevant amending instruments are S.I. 2009/553, 2010/22, 2011/1265, 2011/3049 and 2013/472.

M5 S.I. 2004/335, amended by S.I. 2013/472; there are other amending instruments but none is relevant.

M6 1989 c.40.

M7 2000 c.8.

M8 2000 c.8; section 166A was inserted by paragraph 6 of Schedule 12 to the Financial Services Act 2012 (c.21).

M9 1996 c.16; section 101(1) was amended by section 96(2) of the Police Reform and Social Responsibility Act 2011 (c.13).

M10 1979 c.38; the definition of “lead enforcement authority” was inserted by paragraph 1(11)(c) of Schedule 2(1) to the Public Bodies (Abolition of the National Consumer Council and Transfer of the Office of Fair Trading's Functions in relation to Estate Agents etc) Order 2014/631.

Regulations 22(2), 23(1) and 34(3)

SCHEDULE 4 U.K. CONDITIONS FOR PERMITTED DISCLOSURE

Modifications etc. (not altering text)

C4 Sch. 4 applied (E.W.S.) (6.4.2016) by The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340), regs. 1(3), 4, Sch. 2 para. 4 (as amended (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 31 (with Sch. Pt. 2))

PART 1 U.K. Disclosure to Specified Public Authorities

1.  The specified public authority has delivered to the registrar a statement that it intends to use the information only for the purpose of facilitating the carrying out by that specified public authority of a public function (“the permitted purpose”). U.K.

2.  Subject to paragraph 3, the specified public authority has delivered to the registrar a statement that, where it supplies a copy of the information to a processor for the purpose of processing the information for use in respect of the permitted purpose, the specified public authority will— U.K.

(a) ensure that the processor is one who carries on business in the European Economic Area;

(b) require that the processor does not transmit the information outside the European Economic Area; and

(c) require that the processor does not disclose the information except to that specified public authority or an employee of that specified public authority.

3.  Paragraph 2 does not apply where the specified public authority is the National Crime Agency, Secret Intelligence Service, Security Service or Government Communications Headquarters. U.K.

4.  The specified public authority has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the information. U.K.

5.  The specified public authority has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence delivered to the registrar pursuant to this Part of this Schedule. U.K.

PART 2 U.K. Disclosure to a Credit Reference Agency

6.  The credit reference agency— U.K.

(a) is carrying on in the United Kingdom or in another EEA State a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose;

(b) maintains appropriate procedures—

(i) to ensure that an independent person can investigate and audit the measures maintained by the agency for the purposes of ensuring the security of any information within section 790ZF(2) of the Act disclosed to that agency; and

[F4 (ii) for the purposes of ensuring that it complies with its data protection obligations;]

(c) has not been found guilty of an offence under—

(i) section 1112 of the Act (general false statement offence);

(ii) section 2 of the Fraud Act 2006 M11 (fraud by false representation); F5 ...

(iii) section 47 of the Data Protection Act 1998 (failure to comply with enforcement notice) in circumstances where it has used the information within section 790ZF(2) of the Act for purposes other than those described in sub-paragraphs (a) to (e) of paragraph 8;

[F6 (iv) section 144 of the Data Protection Act 2018 (false statements made in response to an information notice); or

(v) section 148 of that Act (destroying or falsifying information and documents etc);]

[F7 (d) has not been given a penalty notice under section 155 of the Data Protection Act 2018 in circumstances described in sub-paragraph (c)(iii), other than a penalty notice that has been cancelled.]

Textual Amendments

F4 Sch. 4 para. 6(b)(ii) substituted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 400(2) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

F5 Word in Sch. 4 para. 6(c)(ii) omitted (25.5.2018) by virtue of Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 400(3)(a) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

F6 Sch. 4 para. 6(c)(iv)(v) inserted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 400(3)(b) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

F7 Sch. 4 para. 6(d) inserted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 400(4) (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

Marginal Citations

M11 2006 c.35.

7.  The credit reference agency has delivered to the registrar a statement that it meets the conditions in paragraph 6. U.K.

8.  The credit reference agency has delivered to the registrar a statement that it intends to use the information within section 790ZF(2) of the Act only for the purposes of— U.K.

(a) providing an assessment of the financial standing of a person;

(b) meeting any obligations contained in—

(i) [F8 the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017];

(ii) any rules made pursuant to section 137A of the Financial Services and Markets Act 2000 M12 which relate to the prevention and detection of money laundering in connection with the carrying on of regulated activities by authorised persons; or

(iii) any legislation of another EEA State implementing [F9 Directive 2015/849/EU of the European Parliament and of the Council on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing];

(c) conducting conflict of interest checks required or made necessary by any enactment;

(d) providing information within section 790ZF(2) of the Act to—

(i) a specified public authority which has satisfied the conditions of paragraphs 1 and 2 of Part 1 of this Schedule; or

(ii) a credit reference agency which has satisfied the requirements of this Part of this Schedule; or

(e) conducting checks for the prevention and detection of crime and fraud.

Textual Amendments

F8 Words in Sch. 4 para. 8(b)(i) substituted (26.6.2017) by The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692), reg. 1(2), Sch. 7 para. 34(a) (with regs. 8, 15)

F9 Words in Sch. 4 para. 8(b)(iii) substituted (26.6.2017) by The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692), reg. 1(2), Sch. 7 para. 34(b) (with regs. 8, 15)

Marginal Citations

M12 2000 c.8; section 137A is in Part 9A which was substituted for sections 138 to 166 by section 24(1) of the Financial Services Act 2012 (c.21).

9.  The credit reference agency has delivered to the registrar a statement that it intends to take delivery of and to use the information within section 790ZF(2) of the Act only in the United Kingdom or in another EEA State. U.K.

10.  The credit reference agency has delivered to the registrar a statement that it will, where it supplies a copy of the information within section 790ZF(2) of the Act to a processor for the purpose of processing the information for use in respect of the purposes referred to in paragraph 8— U.K.

(a) ensure that the processor is one who carries on business in the European Economic Area;

(b) require that the processor does not transmit the information outside the European Economic Area; and

(c) require that the processor does not disclose the information except to the credit reference agency or an employee of the credit reference agency.

11.  The credit reference agency has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the information within section 790ZF(2) of the Act. U.K.

12.  The credit reference agency has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence delivered to the registrar pursuant to this Part of this Schedule. U.K.

[F10 PART 2A U.K. Disclosure to a Credit Institution or a Financial Institution

Textual Amendments

F10 Sch. 4 Pt. 2A inserted (26.6.2017) by The Information about People with Significant Control (Amendment) Regulations 2017 (S.I. 2017/693), regs. 2, 19(2) (with Sch. Pt. 1)

12A.   The credit institution or financial institution maintains appropriate procedures— U.K.

(a) to ensure that an independent person can investigate and audit the measures maintained by that institution for the purposes of ensuring the security of any information disclosed to it; and

[F11 (b) for the purposes of ensuring that it complies with its data protection obligations.]

Textual Amendments

F11 Sch. 4 para. 12A(b) substituted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 401 (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

12B.   The credit institution or financial institution has delivered to the registrar a statement confirming that it is a credit institution or, as the case may be, a financial institution, and that it meets the conditions in paragraph 12A. U.K.

12C.   The credit institution or financial institution has delivered to the registrar a statement that it intends to use information only for the purpose of applying customer due diligence measures to the company in relation to which the information is secured, in accordance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. U.K.

12D.   The credit institution or financial institution has delivered to the registrar a statement that confirms the name and registered number of the company it is entering a transaction with which requires the institution to apply customer due diligence measures under those Regulations. U.K.

12E.   The credit institution or financial institution has delivered to the registrar a statement that it intends to take delivery of and to use the information only in the United Kingdom. U.K.

12F.   The credit institution or financial institution has delivered to the registrar a statement that it will, where it supplies a copy of the information to a processor for the purpose of processing the information for use in respect of the purpose referred to in paragraph 12C— U.K.

(a) ensure that the processor is one who carries on business in the European Economic Area;

(b) require that the processor does not transmit the information outside the European Economic Area; and

(c) require that the processor does not disclose the information except to the credit institution or financial institution.

12G.   The credit institution or financial institution has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the information. U.K.

12H.   The credit institution or financial institution has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence delivered to the registrar pursuant to this Part.] U.K.

PART 3 U.K. Interpretation of this Schedule

13.  In this Schedule— U.K.

(a) “processor” means any person who provides a service which consists of putting information into data form or processing information in data form and any reference to a processor includes a reference to the processor's employees;

(b) “public function” includes—

(i) any function conferred by or in accordance with any provision contained in any enactment M13 ;

(ii) any function conferred by or in accordance with any provision contained in the EU Treaties or any EU instrument;

(iii) any similar function conferred on persons by or under provisions having effect as part of the law of a country or territory outside the United Kingdom; and

(iv) any function exercisable in relation to the investigation of any criminal offence or for the purpose of any criminal proceedings;

(c) any reference to an employee of any person who has access to information within section 790ZF(2) of the Act includes any person working or providing services for the purposes of that person or employed by or on behalf of, or working for, any person who is so working or who is supplying such a service; and

(d) any reference to the disclosure for the purpose of facilitating the carrying out of a public function includes disclosure in relation to, and for the purpose of, any proceedings whether civil, criminal or disciplinary in which the specified public authority engages while carrying out its public functions.

Marginal Citations

M13 See section 1293 of the Act for the meaning of “enactment”; section 1293 was amended by section 90(4) of the Small Business, Enterprise and Employment Act 2015 (c.26).

[F12 14   In this Schedule, “data protection obligations”, in relation to a credit reference agency, a credit institution or a financial institution, means— U.K.

(a) where the agency or institution carries on business in the United Kingdom, obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018);

(b) where the agency or institution carries on business in a EEA State other than the United Kingdom, obligations under—

(i) the GDPR (as defined in section 3(10) of the Data Protection Act 2018),

(ii) legislation made in exercise of powers conferred on member States under the GDPR (as so defined), and

(iii) legislation implementing the Law Enforcement Directive (as defined in section 3(12) of the Data Protection Act 2018).]

Textual Amendments

F12 Sch. 4 para. 14 inserted (25.5.2018) by Data Protection Act 2018 (c. 12), s. 212(1), Sch. 19 para. 402 (with ss. 117, 209, 210); S.I. 2018/625, reg. 2(1)(g)

Regulation 48

SCHEDULE 5 U.K. AMENDMENTS TO THE 2009 REGULATIONS

1.  The 2009 Regulations are amended as follows. U.K.

2.  In regulation 1(2) (citation, commencement and interpretation), insert the following entries at the appropriate place— U.K.

““the 2016 Regulations” means the Register of People with Significant Control Regulations 2016;”; and

““registrable person” means a registrable person under Part 21A of the Act;”.

3.—(1) Regulation 5 (application under section 243 by an individual) is amended as follows. U.K.

(2) In paragraph (2)—

(a) in sub-paragraph (a) for “considers” substitute “ reasonably believes ”;

(b) after (a)(ii) insert—

“(iia) the companies of which that individual is, or proposes to become, a registrable person;

(iib) the companies of which that individual used to be a registrable person;”;

(c) in sub-paragraph (a)(iv), in the second place that it appears, omit “or”; and

(d) in sub-paragraph (b) for “organisation.” substitute—

“organisation; or

(c) is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.”

(3) In paragraph (3)—

(a) after sub-paragraph (a)(iv) insert—

“(iva) the e-mail address of the applicant, if any;”;

(b) after sub-paragraph (a)(vi) insert—

“(via) the name and registered number of each company of which the applicant is, or proposes to become, a registrable person;”;

(c) in sub-paragraph (a)(vii) for “(2)(a)(ii), (iii) or (iv)” substitute “ (2)(a)(ii), (iia), (iib), (iii) or (iv) ”;

(d) in sub-paragraph (a)(vii), in the second place that it appears, omit “and”;

(e) after sub-paragraph (a)(vii) insert—

“(viii) where the grounds of the application are those described in paragraph (2)(c), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated; and”; and

(f) for sub-paragraph (b) substitute—

“(b) where the grounds of the application are those described in paragraph (2)(a) or (2)(b), be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.”

(4) For paragraph (5) substitute—

“(5) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant notice of the determination.

(6) Where the application is unsuccessful, the notice under paragraph (5) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.”

4.  For regulations 6 and 7 substitute— U.K.

“Application under section 243 by a company

6.— (1) A company (“the applicant”) may make a section 243 application to the registrar relating to an individual (“D”) who is, or proposes to become, a director of the company.

(2) A company may only make an application under paragraph (1) where D has given consent for the company to make the application on D's behalf.

(3) The grounds on which an application under paragraph (1) may be made are that—

(a) the applicant reasonably believes that there is a serious risk that D, or a person who lives with D, will be subjected to violence or intimidation as a result of the applicant's activities; or

(b) D is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who is, or proposes to become, a director of the company.

(5) The application must contain—

(a) a statement of the grounds on which the application is made;

(b) confirmation that D consents to the making of the application;

(c) the name and registered number of the applicant;

(d) the address of the registered office of the applicant;

(e) the e-mail address of the applicant, if any;

(f) the name and any former name of D;

(g) the date of birth of D;

(h) the usual residential address of D;

(i) the e-mail address of D, if any;

(j) where the registrar has allocated a unique identifier to D, that unique identifier;

(k) where D is a director of another company, the name and registered number of that company; and

(l) where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar may refer to a relevant body any question relating to an assessment of the nature or extent of any risk of violence or intimidation.

(8) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to D notice of the determination.

(9) Where the application is unsuccessful, the notice under paragraph (8) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.

Application under section 243 by a subscriber to a memorandum of association

7.— (1) A subscriber to a memorandum of association (“the applicant”) may make a section 243 application to the registrar relating to an individual (“D”) who proposes to become, on or after the formation of the company to which the memorandum relates, a director of the company.

(2) A subscriber to a memorandum of association may only make an application under paragraph (1) where D has given consent for the subscriber to make the application on D's behalf.

(3) The grounds on which an application under paragraph (1) may be made are that—

(a) the applicant reasonably believes that there is a serious risk that D, or a person who lives D, will be subjected to violence or intimidation as a result of the proposed activities of the proposed company to which the memorandum relates; or

(b) D is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.

(4) Where the grounds of the application are those described in paragraph (3)(b), the application must only relate to one individual who proposes to become a director in relation to the proposed company.

(5) The application must contain—

(a) a statement of the grounds on which the application is made;

(b) confirmation that D consents to the making of the application;

(c) the name and any former name of the applicant;

(d) the usual residential address of the applicant;

(e) the e-mail address of the applicant, if any;

(f) the name of the proposed company to which the memorandum relates;

(g) the name and any former name of D;

(h) the date of birth of D;

(i) the usual residential address of D;

(j) the e-mail address of D, if any;

(k) where the registrar has allocated a unique identifier to D, that unique identifier;

(l) where D is a director of another company, the name and registered number of that company; and

(m) where the grounds of the application are those described in paragraph (3)(b), the name and registered number of the company in relation to which the determination was made, unless the determination relates to a proposed company which was never incorporated.

(6) Where the grounds of the application are those described in paragraph (3)(a), the application must be accompanied by evidence which supports the applicant's statement of the grounds on which the application is made.

(7) The registrar may refer to a relevant body any question relating to an assessment of the nature or extent of any risk of violence or intimidation.

(8) The registrar must determine the application and, within 7 days beginning with the date that the determination is made, send to the applicant and to D notice of the determination.

(9) Where the application is unsuccessful, the notice under paragraph (8) must inform the applicant of the applicant's right to apply for permission to appeal against the determination within 28 days beginning with the date of the notice.”

5.—(1) Regulation 8 (matters relating to a section 243 application) is amended as follows. U.K.

(2) In paragraph (3)—

(a) for “6(4) or 7(4)” substitute “ 6(7) or 7(7) ”;

(b) in sub-paragraph (a)(ii) for “6(2)” substitute “ 6(3)(a) ”; and

(c) in sub-paragraph (a)(iii) for “7(2)” substitute “ 7(3)(a) ”.

6.—(1) Regulation 9 (application under section 1088 to make an address unavailable for public inspection by an individual) is amended as follows. U.K.

(2) In paragraph (1)—

(a) in sub-paragraph (bb) M14 , in the second place that it appears, omit “or”;

(b) in sub-paragraph (c), after “section 1046,” insert “ or ”; and

(c) after sub-paragraph (c) insert—

“(d) as a service address in a statement of initial significant control delivered to the registrar under section 9 (registration documents),

(e) as a service address included in the required particulars of a registrable person delivered to the registrar to comply with an obligation in Part 21A of the Act, or

(f) as a service address delivered to the registrar at the same time as a confirmation statement under section 853I M15 (duty to deliver information about people with significant control),”.

(3) In paragraph (2)—

(a) after sub-paragraph (a)(i), in the second place that it appears, omit “or”;

(b) after sub-paragraph (a)(ii) insert—

“(iii) that individual is, or proposes to become, a registrable person; or

(iv) that individual used to be a registrable person;”; and

(c) in paragraph (c) for “beneficiary.” substitute—

“beneficiary; or

(d) is the subject of an application made under regulation 25, 26 or 27 of the 2016 Regulations which has been determined by the registrar in favour of the applicant and that determination has not ceased to have effect under regulation 31 of those Regulations.”

(4) In paragraph (3)—

(a) in sub-paragraph (a)(v) after “director,” insert “ registrable person, ”;

(b) in sub-paragraph (a)(vii)(bb), after “director” insert “ or registrable person ”;

(c) in sub-paragraph (a)(vii)(cc) omit “and”; and

(d) after sub-paragraph (a)(vii) insert—

“(viii) where the grounds of the application are those described in paragraph (2)(d), the name and registered number of the company in relation to which the determination was made; and”.

(5) In paragraph (5)(a)—

(a) after the first instance of the word “director” insert “ or registrable person ”; and

(b) after the second instance of the word “director” insert “ , registrable person ”.

Commencement Information

I1 Sch. 5 para. 6 in force at 30.6.2016, see reg. 1(2)

Marginal Citations

M14 Sub-paragraph (bb) was inserted by regulation 42(3) of the European Public Limited-Liability Company (Amendment) Regulations 2009 (S.I. 2009/2400).

M15 Section 853I was inserted by section 92 of the Small Business, Enterprise and Employment Act 2015 (c.26).

7.—(1) Regulation 14 (appeals) is amended as follows. U.K.

(2) In paragraph (1) for “6(5), 7(5)” substitute “ 6(8), 7(8) ”.

(3) In paragraph (2) for “leave” substitute “ permission ”.

(4) For paragraph (3) substitute—

“(3) No application for such permission may be made after 28 days beginning with the date of the notice under regulation 5(5), 6(8), 7(8), 9(6), 10(5) or 11(5) unless the court is satisfied that there was good reason for the failure of the applicant to seek permission before the end of that period.

(3A) An applicant who seeks permission to appeal must serve written notice of the application on the registrar within 7 days beginning with the date on which the application for permission was issued.”

8.  In Schedule 1 (Specified Public Authorities)— U.K.

(a) after “the Treasury;” insert “ the Treasury Solicitor; ”; and

(b) omit “an overseas regulatory authority within the meaning of section 82 of the Companies Act 1989 (request for assistance by overseas regulatory authority);”.

9.  In paragraph 4 of Part 1 of Schedule 2 (Conditions for Permitted Disclosure), before “Secret Intelligence Service” insert “ National Crime Agency, ”. U.K.