(1) The Companies Act 2006 is amended as follows.
(2) After section 159 insert—
Disqualified person not to be appointed as director
159A (1) A person may not be appointed a director of a company if the person is disqualified under the directors disqualification legislation (see subsection (2)).
(2) In the table—
(a) Part 1 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—
(i) a company registered in England and Wales or Scotland, or
(ii) the delivery of a document to the registrar of companies for England and Wales or Scotland or a statement contained in such a document;
(b) Part 2 defines “disqualified under the directors disqualification legislation” for the purposes of provisions of this Act so far as relating to—
(i) a company registered in Northern Ireland, or
(ii) the delivery of a document to the registrar of companies for Northern Ireland or a statement contained in such a document.
For those purposes a person (P) is disqualified under the directors disqualification legislation if: | Except in the application of the provision in relation to P acting in a capacity, or doing anything, for which P has the permission of a court or the authority of a licence, or in respect of which an exception applies, by virtue of:
Part 1: England and Wales and Scotland
P is subject to a disqualification order or undertaking under the Company Directors Disqualification Act 1986. | Section 1(1), 1A(1) or 9B(4) of the 1986 Act.
Any of the circumstances mentioned in section 11 of the Company Directors Disqualification Act 1986 (bankruptcy etc) apply to P. | Section 11 of the 1986 Act.
P is subject to director disqualification sanctions within the meaning of section 11A of the Company Directors Disqualification Act 1986. | Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (exceptions and licences).
Section 12 of the Company Directors Disqualification Act 1986 (disabilities on revocation of administration order against an individual) applies to P. | Section 12 of the 1986 Act.
P is subject to a disqualification order or undertaking mentioned in section 12A or 12B of the Company Directors Disqualification Act 1986 (recognition of Northern Ireland disqualification orders and undertakings). | Section 12A or 12B of the 1986 Act.
P is disqualified as mentioned in section 1184(2)(a) or (b) or is subject to a disqualification undertaking under section 1184(3). | Section 1184(5).
Part 2: Northern Ireland
P is subject to a disqualification order or undertaking under the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I.2002/3150 (N.I. 4)). | Article 3(1), 4(1) or 13B(4) of the 2002 Order.
Any of the circumstances mentioned in Article 15 of the Company Directors Disqualification (Northern Ireland) Order 2002 (bankruptcy etc) apply to P. | Article 15 of the 2002 Order.
P is subject to director disqualification sanctions within the meaning of Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002. | Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (exceptions and licences).
Article 16 of the Company Directors Disqualification (Northern Ireland) Order 2002 (disabilities on revocation of administration order against an individual) applies to P. | Article 16 of the 2002 Order.
P is subject to a disqualification order or undertaking mentioned in Article 17 of the Company Directors Disqualification (Northern Ireland) Order 2002 (recognition of GB disqualification orders and undertakings). | Article 17 of the 2002 Order.
P is disqualified as mentioned in section 1184(2)(a) or (b) or is subject to a disqualification undertaking under section 1184(3). | Section 1184(5).
(3) An appointment made in contravention of this section is void.
(4) Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment if the person—
(a) purports to act as director, or
(b) acts as shadow director,
although the person could not, by virtue of this section, be validly appointed as a director.
(3) After section 169 insert—
Removal from office of disqualified directors
169A (1) A person who has been appointed as a director of a company ceases to hold office by virtue of that appointment if the person becomes disqualified under the directors disqualification legislation (see section 159A(2)).
(2) Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of subsection (1), the person—
(a) purports to act as director, or
(b) acts as shadow director.
(3) In relation to a person appointed as a director of a company before the time when this section comes into force, the reference in subsection (1) to a person who becomes disqualified includes a reference to a person who, at that time, is already disqualified.
(4) In Schedule 8 (index of defined expressions), at the appropriate place insert—
disqualified under the directors disqualification legislation | section 159A(2)
.
41 Section 40: amendments to clarify existing corresponding provisions
(1) The Companies Act 2006 is amended as follows.
(2) In section 156C (existing director who is not a natural person)—
(a) in subsection (2), for “be a director” substitute “hold office by virtue of that appointment”;
(b) after subsection (2) insert—
(2A) Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of subsection (2), the person—
(a) purports to act as director, or
(b) acts as shadow director.
(3) In section 158 (power to provide for exceptions from minimum age requirement)—
(a) in subsection (3), after “office” insert “by virtue of that appointment”;
(b) after subsection (3) insert—
(3A) Nothing in subsection (3) affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of that subsection, the person—
(a) purports to act as director, or
(b) acts as shadow director.
(4) Omit section 159 (which is spent).
42 Repeal of power to require additional statements
In the Companies Act 2006—
(a) omit section 1189 (power to require additional statements in connection with disqualified person becoming director or secretary);
(b) in sections 1190(1) and 1191(1) (further provision and offences), omit “or 1189”.
43 Prohibition on director acting unless ID verified
After section 167L of the Companies Act 2006 (inserted by Schedule 2 to this Act) insert—
Directors: duties relating to ID verification and notification
Prohibition on director acting unless ID verified
167M (1) An individual must not act as a director of a company unless the individual’s identity is verified (see section 1110A).
(2) A company must ensure that an individual does not act as a director unless the individual’s identity is verified (see section 1110A).
(3) A person who contravenes subsection (1) commits an offence.
(4) If a company contravenes subsection (2) an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(5) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(6) The only consequences of contravening subsections (1) and (2) are the offences provided for by this section (so that, for example, a contravention does not in any way affect the validity of an individual’s acts as a director).
44 Prohibition on acting unless directorship notified
After section 167M of the Companies Act 2006 (inserted by section 43 of this Act) insert—
Prohibition on acting unless directorship notified
167N (1) This section applies where—
(a) a person has become a director of a company otherwise than on its incorporation, and
(b) notice under section 167G of the person having done so has not been given within the period mentioned in subsection (6) of that section.
(2) The person may not act as a director of the company until notice is given under section 167G.
(3) A person who contravenes subsection (2) commits an offence.
(4) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.
(5) It is a defence for a person charged with an offence under this section to prove that they reasonably believed that notice had been given under section 167G.
(6) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(7) The only consequence of a contravention of subsection (2) is the offence provided for by this section (so that, for example, a contravention does not in any way affect the validity of a person’s acts as a director).
45 Registrar’s power to change a director’s service address
For section 246 of the Companies Act 2006 substitute—
Putting the address on the public record
246 (1) If the registrar decides in accordance with section 245 that a director‘s usual residential address is to be put on the public record, the registrar must proceed as if each relevant company had given notice under section 167H—
(a) stating a change in the director’s service address, and
(b) stating the director’s usual residential address as their new service address.
(2) The registrar must give notice of having done so—
(a) to the director, and
(b) to every relevant company.
(3) The notice must state the date of the registrar’s decision to put the director’s usual residential address on the public record.
(4) Where a director’s usual residential address has been put on the public record by the registrar under this section, for the period of five years beginning with the date of the registrar’s decision no service address may be registered for the director other than their usual residential address (but see subsection (5)).
(5) Subsection (4)—
(a) does not limit the service address that may be registered for the director under regulations under section 1097B (rectification of register), and
(b) ceases to apply in relation to the director if a new service address is registered for the director under those regulations.
(6) In this section “relevant company” means each company given notice under section 245(2)(b).
46 Register of members: information to be included and powers to obtain it
(1) The Companies Act 2006 is amended as follows.
(2) In section 112 (the members of a company), at the end insert—
(4) Where an individual’s name is entered in a company’s register of members but is not in the form required by section 113A, that does not affect the person becoming a member of the company by virtue of subsection (2).
(3) For the italic heading “General” at the beginning of Chapter 2 of Part 8 substitute “Duty to keep register”.
(4) In section 113 (register of members)—
(a) for subsection (2) substitute—
(2) There must be entered in the register, in respect of each person who is a member—
(a) the required information (see sections 113A and 113B), and
(b) the date on which the person was registered as a member.
(2A) Where a person ceases to be a member there must be entered in the register the date at which the person’s membership ceased.
;
(b) in subsection (3), omit “, with the names and addresses of the members,”;
(c) in subsection (5), after “show a single” insert “service”;
(d) in subsection (6), omit “, with the names and addresses of the members,”;
(e) after subsection (6) insert—
(6A) Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a non-traded company—
(a) the fact that the information has changed does not relieve the company from the obligation to include the old information in the register if it has not already done so,
(b) the old information must be retained in the register until its removal is authorised by section 121 or by court order under section 125, and
(c) a note must be included in the register recording the date on which the information changed and the date on which the change was entered in the register.
(6B) Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a traded company, the company is not required to include or retain the old information in the register.
(6C) The Secretary of State may by regulations—
(a) amend subsection (6A) so as to provide for it to apply in relation to traded companies, and
(b) repeal subsection (6B) in consequence.
(6D) Regulations under subsection (6C) are subject to affirmative resolution procedure.
;
(f) in subsection (7), after “If” insert “, without reasonable excuse,”;
(g) after subsection (8) insert—
(9) In this section—
“non-traded company” means a company that is not a traded company;
“relevant market” has the meaning given by section 853E(6);
“traded company” means a company any of whose shares are admitted to trading on a relevant market or on any other market which is outside the United Kingdom.
(5) After section 113 insert—
Required information about members: individuals
113A (1) The required information about a member who is an individual is—
(a) name;
(b) a service address.
(2) In this section “name” means forename and surname.
(3) Where a member is a peer or an individual usually known by a title—
(a) any requirement imposed by section 113D or 113E, or by a notice under section 113F, to provide their name may be satisfied by providing their title instead;
(b) the title may be entered in the register of members instead of their forename and surname (and references in any enactment to the name of a person entered in a company’s register of members are to be construed accordingly).
Required information about members: corporate members and firms
113B The required information about a member that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—
(a) corporate or firm name;
(b) a service address.
Power to amend the required information
113C (1) The Secretary of State may by regulations—
(a) make provision changing the required information about a member for the purposes of this Chapter;
(b) repeal section 113A(3).
(2) The provision that may be made in regulations under subsection (1)(a) includes provision amending this Chapter.
(3) The consequential provision that may be made in regulations under subsection (1)(a) by virtue of section 1292(1) also includes provision amending section 50 of the Economic Crime and Corporate Transparency Act 2023.
(4) Regulations under subsection (1) are subject to affirmative resolution procedure.
Duty on new members to notify required information
113D (1) A person who becomes a member of a company must provide the company with the required information about the member (see sections 113A and 113B).
(2) Subsection (1) does not apply if or to the extent that—
(a) the person has already provided the information to the company, or
(b) the person becomes a member of the company on its incorporation and the information is contained in the application for the registration of the company.
(3) A person must comply with this section within the period of two months beginning with the date on which the person became a member.
Duty on member to notify changes to required information
113E (1) A person who is a member of a company must give notice to the company of any change in the required information about the member (see sections 113A and 113B).
(2) The notice must specify the date on which the change occurred.
(3) A person must comply with this section within the period of two months beginning with the date on which the change occurred.
Power for company to require information from members
113F (1) A company may, for the purposes of ensuring that its register of members includes the information that it is required to include, require a member or former member of the company to provide any of the required information about the member or former member (see sections 113A and 113B).
(2) The notice must require the recipient to comply with it within the period of one month beginning with the date on which the notice is given.
Failure to comply with section 113D, 113E or 113F
113G (1) A person who, without reasonable excuse, fails to comply with section 113D or 113E commits an offence.
(2) A person who, without reasonable excuse, fails to comply with a notice under section 113F commits an offence.
(3) Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.
(4) 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 the general limit in a magistrates’ court or a fine (or both);
(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;
(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.
Basic false statement offences in connection with sections 113D to 113F
113H (1) A person commits an offence if, in purported compliance with section 113D or 113E and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.
(2) A person commits an offence if, in purported compliance with a notice under section 113F and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.
(3) Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.
(4) A person guilty of an offence under this section is liable—
(a) on summary conviction in England and Wales, to a fine;
(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
Aggravated false statement offences in connection with sections 113D to 113F
113I (1) A person commits an offence if, in purported compliance with section 113D or 113E, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.
(2) A person commits an offence if, in purported compliance with a notice under section 113F, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.
(3) Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.
(4) 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 the general limit in a magistrates’ court or a fine (or both);
(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;
(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.
Duty to keep index of members
.
(6) Section 115 (index of members)—
(a) is moved to after the italic heading “Duty to keep index of members” inserted by subsection (5) of this section, and
(b) is renumbered section 113J.
(7) In that section as renumbered—
(a) in subsection (1), for “names of the members of the company” substitute “names or titles of the members of the company (to be known as “the index of members’ names”)”;
(b) for subsection (3) substitute—
(3) The index must include the same details of a person’s name or title as are entered in the register of members.
(8) Before section 114 insert—
Inspection etc of register and index of members
.
(9) Before section 121 insert—
Removal of entries from register of members
.
(10) In section 123 (single member companies)—
(a) in subsection (1), omit “, with the name and address of the sole member,”;
(b) in subsection (2), omit “, with the name and address of the sole member”;
(c) in subsection (3), omit “, with the name and address of the person who was formerly the sole member”.
(11) In section 771 (procedure on transfer being lodged), after subsection (1) insert—
(1A) The company may not register the transfer under subsection (1)(a) unless satisfied that it has the information that it is required to enter in its register of members in relation to the transferee.
47 Additional ground for rectifying the register of members
In section 125 of the Companies Act 2006 (power of court to rectify the register), for subsection (1) substitute—
(1) If a company’s register of members—
(a) does not include information that it is required to include, or
(b) includes information that it is not required to include,
the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.
(1) The Companies Act 2006 is amended as follows.
(2) In section 114 (register to be kept available for inspection), in subsection (1), after paragraph (b) insert—
This is subject to any restriction imposed by regulations under section 120A (protected material).
(3) In section 115 (index of members), after subsection (4) insert—
(4A) Subsection (4) is subject to any restriction imposed by regulations under section 120A (protected material).
(4) In section 116 (rights to inspect and require copies), after subsection (2) insert—
(2A) Subsections (1) and (2) are subject to any restriction imposed by regulations under section 120A (protected material).
(5) In section 120 (information as to state of register and index), after subsection (2) insert—
(2A) Subsections (1) and (2) do not apply to an alteration that relates to information that the company is required to refrain from disclosing by virtue of regulations under section 120A (protected material).
(6) After section 120 of the Companies Act 2006 insert—
Power to make regulations protecting material
120A (1) The Secretary of State may by regulations—
(a) require a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations;
(b) confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations.
(2) “Individual membership information” means information that—
(a) relates to an individual who is a member or former member of the company, and
(b) is required to be entered in the company’s register of members or index of members’ names.
(3) Regulations under subsection (1)(b) may make provision as to—
(a) who may make an application;
(b) the grounds on which an application may be made;
(c) the information to be included in and documents to accompany an application;
(d) how an application is to be determined;
(e) the notice to be given of an application and its outcome;
(f) the duration of and procedures for revoking the restrictions on use and disclosure.
(4) Provision under subsection (3) may in particular—
(a) confer a discretion on the registrar;
(b) provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
(5) Regulations under this section are subject to affirmative resolution procedure.
(6) Nothing in this section or in regulations made under it affects the use or disclosure of information about a person in any other capacity (for example, the use or disclosure of information about a person in that person’s capacity as an officer of the company).
Offence of failing to comply with regulations under section 120A
120B (1) If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under section 120A, 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 on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(7) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (a) insert—
(aa) any application or other document delivered to the registrar under regulations under section 120A (protection of individual membership information);
.
49 Register of members: removal of option to use central register
(1) The Companies Act 2006 is amended as follows.
(2) Omit the following (which allow companies to keep information on the central register instead of entering it in their local register of members)—
(a) section 112A;
(b) Chapter 2A of Part 8.
(3) After section 128 insert—
Transitional provision where information kept on central register
128ZA (1) Where an election is made under section 128B (option to keep information on central register) at any time before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023—
(a) the company must enter in its register of members all of the information that it would have had to enter in that register if the election had never been made (but see subsection (2)), and
(b) the duty imposed by paragraph (a) is to be treated as having been imposed by the provision which would have required the information to be entered on the register if the election had never been made.
(2) Where, by virtue of section 128E(3)(a), (b) or (c), information delivered to the registrar while the election was in force did not include a date that, but for the election, the company would have had to enter in its register of members (a “relevant date”), the relevant date is to be treated as being the date recorded by the registrar under section 1081(1A).
(4) Schedule 1 contains consequential amendments.
(1) This section applies in relation to a traded company, or a non-traded company, registered under the Companies Act 2006 before the appointed day.
(2) On the first occasion on which the company delivers a confirmation statement with a confirmation date that is after the appointed day it must, at the same time, deliver to the registrar the relevant membership information.
(3) For this purpose “the relevant membership information” means—
(a) in relation to a traded company—
(i) the name and address (as they appear in the company’s register of members) of each person who, at the end of the confirmation date, held at least 5% of the issued shares of any class of the company, and
(ii) the number of shares of each class held by each such person at that time;
(b) in relation to a non-traded company—
(i) the name (as it appears in the company’s register of members) of every person who was a member of the company at the end of the confirmation date, and
(ii) the number of shares of each class held at the end of the confirmation date by each person who was a member of the company at that time.
(4) Section 853A(1)(b)(ii) of the Companies Act 2006 (as substituted by section 59 of this Act) has effect as if it included a reference to the duty imposed by subsection (2) (and section 853L of that Act applies accordingly).
(5) In this section—
“confirmation statement” has the meaning given by section 853A(1)(b) of the Companies Act 2006;
“non-traded company” has the meaning given by section 853F(2) of that Act;
“the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;
“traded company” has the meaning given by section 853G(2) and (3) of that Act.
(6) Other expressions used in this section have the same meaning as in Part 24 of the Companies Act 2006.
(1) Schedule 2 contains amendments to abolish requirements imposed on a company to keep its own—
(a) register of directors;
(b) register of directors’ residential addresses;
(c) register of secretaries;
(d) register of people with significant control (sometimes referred to as a PSC register).
(2) It also contains related amendments requiring information to be provided to the registrar of companies.
(1) The Companies Act 2006 is amended as follows.
(2) In section 1087 (material not available for public inspection), for paragraph (da) substitute—
(da) relevant date of birth information that section 1087A provides is not to be made available for public inspection;
.
(3) For sections 1087A and 1087B substitute—
Protection of date of birth information
1087A (1) The registrar must not make available for public inspection—
(a) so much of any document delivered to the registrar as is required to contain relevant date of birth information;
(b) any record of the information contained in part of a document that is unavailable because of paragraph (a).
(2) This section has limited application in relation to documents delivered before it comes fully into force: see section 1087B.
(3) “Relevant date of birth information” means—
(a) information as to the day of the month (but not the month or year) on which a director (or proposed director) was born;
(b) information as to the day of the month (but not the month or year) on which a registrable person in relation to the company was born.
(4) Information about a director (or proposed director) or registrable person does not cease to be relevant date of birth information when they cease to be a director (or proposed director) or registrable person.
(5) Subsection (1)(b) does not affect the availability for public inspection of the same information contained in material derived from a part of a document that was not required to contain the information.
(6) In this section “registrable person”, in relation to a company, has the meaning given by section 790C(4).
Protection of date of birth information in old documents
1087B (1) This section limits the extent to which section 1087A applies in relation to documents delivered to the registrar before that section comes fully into force (“old documents”).
(2) Section 1087A does not apply in relation to any old documents registered before 10 October 2015.
(3) Section 1087A does not apply in relation to any old document that is—
(a) a statement of a company’s proposed officers delivered under section 9 in circumstances where the subscribers gave notice of election under section 167A (election to keep information on central register) in respect of the company’s register of directors when the statement was delivered;
(b) a document delivered by the company under section 167D (duty to notify registrar of changes while election in force);
(c) a statement of initial significant control delivered under section 9 in circumstances where the subscribers gave notice of election under section 790X in respect of the company when the statement was delivered;
(d) a document containing a statement or updated statement delivered by the company under section 790X(6)(b) or (7) (statement accompanying notice of election made after incorporation);
(e) a document delivered by the company under section 790ZA (duty to notify registrar of changes while election in force).
(4) Section 1087A does not apply in relation to any old document if—
(a) the document is—
(i) a statement of proposed officers delivered under section 9, or
(ii) notice given under section 167 of a person having become a director of the company,
(b) after the delivery of the document an election was made under section 167A in respect of the company’s register of directors, and
(c) the relevant date of birth information relates to a person who was a director of the company when that election took effect.
(5) References in subsections (3)(a) to (e) and (4)(a) to (c) to a provision of this Act are to the provision as it had effect at the time at which the document was delivered (the provisions in question were repealed by the Economic Crime and Corporate Transparency Act 2023).
Disclosure of date of birth information
1087C (1) The registrar must not disclose relevant date of birth information except—
(a) in accordance with subsection (2) or (3), or
(b) as permitted by section 1110F (general powers of disclosure by the registrar).
(2) The registrar may disclose relevant date of birth information if the information is made available for public inspection.
(3) The registrar may disclose relevant date of birth information to a credit reference agency (as defined by section 243(7)).
(4) Subsections (3) to (8) of section 243 (permitted disclosure of address information by the registrar) apply for the purposes of subsection (3) as for the purposes of that section (reading references there to protected information as references to relevant date of birth information).
(5) In this section “relevant date of birth information” has the meaning given by section 1087A(3).
Before section 444 of the Companies Act 2006 (but after the italic heading before that section) insert—
Filing obligations of micro-entities
443A (1) The directors of a company that qualifies as a micro-entity in relation to a financial year, or that would do so but for being or having been a member of an ineligible group—
(a) must deliver to the registrar a copy of the company’s annual accounts, and
(b) may also deliver to the registrar a copy of the directors’ report.
(2) The directors must also deliver to the registrar a copy of the auditor’s report on those accounts (and any directors’ report).
This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
(3) The copies of the balance sheet and any directors’ report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.
(4) The copy of the auditor’s report delivered to the registrar under this section must—
(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
(b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.
(5) If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.
54 Filing obligations of small companies other than micro-entities
For section 444 of the Companies Act 2006 substitute—
Filing obligations of small companies other than micro-entities
444 (1) The directors of a company that is subject to the small companies regime in relation to a financial year, or that would be so subject but for being or having been a member of an ineligible group, must deliver to the registrar a copy of—
(a) the company’s annual accounts, and
(b) the directors’ report.
(2) The directors must also deliver to the registrar a copy of the auditor’s report on those accounts (and on the directors’ report).
This does not apply if the company is exempt from audit and the directors have taken advantage of that exemption.
(3) The copies of the balance sheet and directors’ report delivered to the registrar under this section must state the name of the person who signed it on behalf of the board.
(4) The copy of the auditor’s report delivered to the registrar under this section must—
(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, or
(b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.
(5) If more than one person is appointed as auditor, the reference in subsection (4)(a) to the name of the auditor is to be read as a reference to the names of all the auditors.
(6) This section does not apply to companies within section 443A (filing obligations of companies that qualify as micro-entities).
(1) The Companies Act 2006 is amended as follows.
(2) In section 415A (directors’ report: small companies exemption), for subsection (2) substitute—
(2) The exemption is relevant to section 416(3) (contents of report: statement of amount recommended by way of dividend).
(3) In section 441 (duty to file accounts and reports with the registrar), in subsection (1)—
(a) at the appropriate place insert—
section 443A (filing obligations of micro-entities),
;
(b) for “companies subject to small companies regime” substitute “small companies other than micro-entities”;
(c) omit the entry for section 444A.
(4) Omit section 444A (filing obligations of companies entitled to small companies exemption in relation to directors’ report).
(5) In section 445 (filing obligations of medium-sized companies), for subsection (7) substitute—
(7) This section does not apply to companies within—
(a) section 443A (filing obligations of micro-entities), or
(b) section 444 (filing obligations of small companies other than micro-entities).
(6) In section 446 (filing obligations of unquoted companies), for subsection (5), substitute—
(5) This section does not apply to companies within—
(a) section 443A (filing obligations of micro-entities),
(b) section 444 (filing obligations of small companies other than micro-entities), or
(c) section 445 (filing obligations of medium-sized companies).
(7) In section 473 (parliamentary procedure for certain regulations under this Part), in subsection (1), omit the entry in the list for section 444.
56 Use or disclosure of profit and loss accounts for certain companies
(1) The Companies Act 2006 is amended as follows.
(2) After section 468 insert—
Use or disclosure of profit and loss accounts for certain companies
468A (1) The Secretary of State may by regulations make provision requiring the registrar, on application or otherwise—
(a) not to make available for public inspection profit and loss accounts, or parts of them, delivered to the registrar under—
section 443A (micro-entities), or
section 444 (other small companies);
(b) to refrain from disclosing such accounts, or parts of them, except in specified circumstances.
(2) Regulations under subsection (1) which provide for the making of an application may make provision as to—
(a) who may make an application;
(b) the grounds on which an application may be made;
(c) the information to be included in and documents to accompany an application;
(d) the notice to be given of an application and of its outcome;
(e) how an application is to be determined;
(f) the duration of, and procedures for revoking, any restrictions on the making of information available for public inspection or its disclosure.
(3) Provision under subsection (2)(e) or (f) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
(4) The circumstances that may be specified under subsection (1)(b) by way of an exception to a restriction on disclosure include circumstances where the court has made an order, in accordance with the regulations, authorising disclosure.
(5) Regulations under subsection (1)(b) may not require the registrar to refrain from disclosing information under section 1110F (general powers of disclosure by the registrar).
(6) Regulations under this section may in particular confer a discretion on the registrar.
(7) Regulations under this section are subject to affirmative resolution procedure.
(3) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (bb) insert—
(bba) the following—
(i) any application or other document delivered to the registrar under regulations under section 468A (regulations protecting profit and loss accounts for certain companies);
(ii) any information which regulations under section 468A require not to be made available for public inspection;
.
57 Statements about exemption from audit requirements
In section 475 of the Companies Act 2006 (requirement for audited accounts), for subsection (2) substitute—
(2) A company is not entitled to any such exemption unless its balance sheet contains a statement by the directors—
(a) identifying the exemption in question, and
(b) confirming that the company qualifies for the exemption.
58 Removal of option to abridge Companies Act accounts
(1) Schedule 1 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 (S.I. 2008/409) (Companies Act individual accounts) is amended as follows.
(2) In paragraph 1(3), omit “Subject to paragraph 1A”.
(3) Omit paragraph 1A (abridged accounts).
(4) In paragraph 1B(2), omit “, otherwise than pursuant to paragraph 1A(2),”.
(5) In paragraph 1C, omit—
(a) “abridgment or”;
(b) “1A or”.
(1) The Companies Act 2006 is amended as follows.
(2) In section 853A (duty to deliver confirmation statements)—
(a) in subsection (1), for paragraph (b) substitute—
(b) a statement (a “confirmation statement”) confirming—
(i) that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, all of the information that it is required to deliver in relation to the confirmation period concerned under any duty to notify a relevant event (see section 853B),
(ii) that the company is delivering to the registrar at the same time as the confirmation statement any information that it is required to deliver by virtue of a duty imposed by any of sections 853BA to 853H, and
(iii) in the case of a company’s first statement under this paragraph, that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, any information that it is required to deliver under section 167I, 279I or 790LG (pre-incorporation changes).
;
(b) omit subsection (2);
(c) for subsections (7) and (8), substitute—
(7) For the purpose of making a confirmation statement a company is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the company otherwise.
(3) In section 853K (confirmation statements: power to make further provision by regulations), in subsection (3), for “section 853A(2)” substitute “section 853A(1)(b)”.
After section 853B of the Companies Act 2006 insert—
Duty to confirm lawful purpose
853BA Where a company makes a confirmation statement it must at the same time deliver to the registrar a statement that the intended future activities of the company are lawful.
61 Duty to notify a change in company’s principal business activities
In section 853C of the Companies Act 2006 (duty to notify a change in company’s principal business activities), after subsection (1) insert—
(1A) This section also applies where—
(a) a company makes its first confirmation statement, and
(b) by the time of its incorporation, the company’s principal business activities had changed from those specified in the statement under section 9(5)(c).
62 Duty to deliver information about exemption from Part 21A
In section 853H of the Companies Act 2006 (duty to deliver information about exemption from Part 21A), after subsection (2) insert—
(2A) The statement under subsection (2) must specify—
(a) whether the company falls within the description specified in section 790B(1)(a) or a description specified in regulations under section 790B(1)(b), and
(b) if it falls within a description specified in regulations under section 790B(1)(b), what that description is.
(1) The Companies Act 2006 is amended as follows.
(2) In section 853J (power to amend duties to deliver certain information), in subsection (4)(a)—
(a) at the end of sub-paragraph (i) insert “and”;
(b) for sub-paragraphs (ii) to (iv) substitute—
(ii) every officer of the company who is in default;
.
(3) In section 853L (failure to deliver confirmation statement)—
(a) in subsection (1)—
(i) at the end of paragraph (a) insert “and”;
(ii) for paragraphs (b) to (d) substitute—
(b) every officer of the company who is in default.
;
(b) omit subsection (4).
64 Identity verification of persons with significant control
(1) The Companies Act 2006 is amended as follows.
(2) In section 790J (power to make exemptions), in subsection (2)(e), after “790LH” (inserted by Schedule 2 to this Act) insert “and 790LM to 790LS”.
(3) After section 790LL (inserted by Schedule 2 to this Act) insert—
Identity verification obligations for persons with significant control
Initial identity verification: registrable persons
790LM (1) This section applies in the following cases.
Case 1 is where—
a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as someone who will, on the company’s incorporation, become a registrable person (“the registrable person”),
the application does not include a statement under section 12B(2) in respect of the registrable person or it appears to the registrar that the statement is false, and
the company has not given a notice under section 790LG(1) in respect of the person.
Case 2 is where—
the registrar is notified under section 790LF that a person has become a registrable person in relation to a company (“the registrable person”), and
the notice does not include a statement under section 790LB(1) or it appears to the registrar that the statement is false.
(2) The registrar must direct the registrable person to deliver to the registrar, within the period of 14 days beginning with the date of the direction, a statement confirming that the person’s identity is verified (see section 1110A).
(3) The registrar may by further direction extend that period by up to 14 days at a time.
(4) A direction under this section must be in writing.
(5) A direction given to a person under this section lapses if notice is later given under section 790LG(1) in respect of that person.
(6) In this section “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).
Initial identity verification for registrable persons: transitional cases
790LN (1) A person must deliver to the registrar the statement required by this section if the person—
(a) is a registrable person in relation to a company at any time during the appointed day, and
(b) either—
(i) became a registrable person on the incorporation of the company in pursuance of an application for registration delivered before section 12B(2) came fully into force, or
(ii) became a registrable person, otherwise than on the incorporation of the company, before the day on which section 790LB(1) came fully into force.
(2) The statement required by this section is a statement confirming that person’s identity is verified (see section 1110A).
(3) A statement required by this section must be delivered within the period of 14 days beginning with the appointed day.
(4) But the registrar may by direction in writing extend that period by up to 14 days at a time.
(5) In this section—
“the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;
“registrable person” does not include a person mentioned in section 790C(12)(a) to (d).
(6) The appointed day must not be before sections 12B(2) and 790LB(1) have been brought fully into force.
Initial identity verification: registrable relevant legal entities
790LO (1) This section applies in the following cases.
Case 1 is where—
a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as a person who will, on the company’s incorporation become a registrable relevant legal entity (“the entity”),
the application does not include a statement under section 12B(3) in respect of the entity, or is not accompanied by a statement under section 12B(4) by the person whose name is specified in the statement under section 12B(3), or it appears to the registrar that either statement is false, and
the company has not given a notice under section 790LG(1) in respect of the entity.
Case 2 is where—
the registrar is notified under section 790LA that a person has become a registrable relevant legal entity in relation to a company (“the entity”), and
the notice does not include a statement under section 790LB(2), or it is not accompanied by a statement under section 790LB(3), or it appears to the registrar that either statement is false.
(2) The registrar must direct the entity to deliver to the registrar, within the period of 28 days beginning with the date of the direction—
(a) a statement by the entity that—
(i) specifies the name of one of its relevant officers who is an individual and whose identity is verified, and
(ii) confirms that the individual’s identity is verified, and
(b) a statement by the individual confirming that the individual is a relevant officer of the entity.
(3) The registrar may by further direction extend that period by up to 28 days at a time.
(4) A direction under this section must be in writing.
(5) A direction given to an entity under this section lapses if notice is later given under section 790LG(1) in respect of that entity.
(6) In subsection (2) “relevant officer”—
(a) in relation to a company, means a director;
(b) in relation to a legal entity the affairs of which are managed by its members, means one of those members;
(c) in relation to any other legal entity, means an officer of the entity whose functions correspond to that of a director of a company.
Initial identity verification in respect of registrable relevant legal entities: transitional cases
790LP (1) A person must deliver to the registrar the statements required by this section if the person—
(a) is a registrable relevant legal entity in relation to a company at any time during the appointed day, and
(b) either—
(i) became a registrable relevant legal entity on the incorporation of the company in pursuance of an application for registration delivered before section 12B(3) and (4) came fully into force, or
(ii) became a registrable relevant legal entity, otherwise than on the incorporation of the company, before section 790LB(2) and (3) came fully into force.
(2) The statements are—
(a) a statement by the entity that—
(i) specifies the name of one of its relevant officers who is an individual and whose identity is verified, and
(ii) confirms that the individual’s identity is verified, and
(b) a statement by the individual confirming that the individual is a relevant officer of the entity.
(3) The statements required by this section must be delivered within the period of 28 days beginning with the appointed day.
(4) But the registrar may by direction in writing extend that period by up to 28 days at a time.
(5) In this section—
“the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;
“relevant officer” has the meaning given by section 790LO(6).
(6) The appointed day must not be before sections 12B(3) and (4) and 790LB(2) and (3) have been brought fully into force.
Registrable persons: duty to maintain verified identity status
790LQ (1) A registrable person in relation to a company must ensure that, throughout the relevant period, they maintain the status of a person whose identity is verified (see section 1110A).
(2) In this section “the relevant period” means the period—
(a) beginning with—
(i) the incorporation of the company, in a case where the person became a registrable person on its incorporation and the application for registration of the company included a statement under section 12B(2) in respect of the person,
(ii) the delivery to the registrar of a statement in respect of the person under section 790LB(1), in a case where the person became a registrable person after the incorporation of the company and such a statement was delivered to the registrar,
(iii) the expiry of the period for complying with the direction under section 790LM, in a case where a direction under that section is given to the person, and
(iv) the expiry of the period for complying with section 790LN, in a case where that section applies to the person, and
(b) ending on the giving of a notice to the registrar under section 790LF that the person has ceased to be a registrable person in relation to the company.
(3) In this section “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).
Registrable relevant legal entities: duty to maintain registered officer whose identity is verified
790LR (1) A registrable relevant legal entity in relation to a company must ensure that, throughout the relevant period, its registered officer—
(a) is a relevant officer of the entity, and
(b) is an individual whose identity is verified (see section 1110A).
(2) In this section “registered officer”, in relation to a registrable relevant legal entity, means—
(a) the person whose name is specified in—
(i) a statement delivered to the registrar in respect of the entity under section 12B(3) or 790LB(2),
(ii) a statement delivered to the registrar by the entity in pursuance of a direction under section 790LO(2), or
(iii) a statement delivered to the registrar under section 790LP(2),
unless the entity has changed its registered officer under section 790LS, or
(b) if the entity has changed its registered officer under section 790LS, the person specified in the latest notice under that section.
(3) In this section “the relevant period” means the period—
(a) beginning with—
(i) the incorporation of the company, in a case where the entity became a relevant registrable legal entity on the incorporation of the company and the application for registration of the company included a statement under section 12B(3) in respect of the entity,
(ii) the delivery to the registrar of a statement in respect of the registrable relevant legal entity under section 790LB(2), in a case where the entity became a relevant registrable legal entity after the incorporation of the company and such a statement was delivered to the registrar,
(iii) the expiry of the period for complying with the direction 790LO, in a case where the entity is given a direction under that section, and
(iv) the expiry of the period for complying with section 790LP, where that section applies to the entity, and
(b) ending with the giving of a notice to the registrar under section 790LF that the entity has ceased to be a relevant registrable legal entity in relation to the company,
but see subsection (4).
(4) If the registered officer of a registrable relevant legal entity ceases to be a relevant officer of that entity, “the relevant period” does not include the period of 28 days beginning with the day on which the person so ceases.
(5) In this section “relevant officer” has the meaning given by section 790LO(6).
Registrable relevant legal entities: change of registered relevant officer
790LS (1) A registrable relevant legal entity may change its registered officer for the purposes of section 790LR by giving notice to the registrar.
(2) The notice must include a statement by the entity that the new registered officer—
(a) is a relevant officer of the entity, and
(b) is an individual whose identity is verified (see section 1110A).
(3) The notice must be accompanied by a statement by the individual who is the new registered officer confirming that the individual is a relevant officer of the registrable relevant legal entity.
(4) In this section “relevant officer” has the meaning given by section 790LO(6).
Offence of failing to comply with sections 790LM to 790LR
790LT (1) It is an offence for a person to fail, without reasonable excuse, to comply with—
(a) any of the following sections—
section 790LN;
section 790LP;
section 790LQ;
section 790LR;
(b) a direction under section 790LM or 790LO.
(2) Where an offence under this section is committed by a registrable relevant legal entity, every officer of the entity who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(1) The Companies Act 2006 is amended as follows.
(2) In section 1059A (scheme of Part 35), in subsection (3), at the appropriate place insert—
sections 1110A and 1110B (identity verification),
.
(3) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (gb) (inserted by section 66 of this Act) insert—
(gc) any document delivered to the registrar under regulations under section 1110B;
.
(4) After section 1110 insert—
Identity verification
Meaning of “identity is verified”
1110A (1) For the purposes of this Act an individual’s “identity is verified” if—
(a) the individual’s identity has been verified by the registrar in accordance with regulations under section 1110B, or
(b) a verification statement in respect of the individual has been delivered to the registrar,
and the individual has not, since then, ceased to be an individual whose identity is verified by virtue of regulations under subsection (6).
(2) A verification statement is a statement by an authorised corporate service provider confirming that it has verified an individual’s identity in accordance with regulations under section 1110B.
(3) A verification statement must also specify the authorised corporate service provider’s supervisory authority or authorities for the purposes of the Money Laundering Regulations.
(4) The Secretary of State may by regulations make further provision about the contents of verification statements (including provision amending this section).
(5) Where a person is required or authorised by any other provision to deliver a statement to the registrar that an individual’s identity is verified, that statement may be delivered at the same time as the verification statement by virtue of which the individual becomes someone whose identity is verified under subsection (1)(b).
(6) The Secretary of State may by regulations provide for circumstances in which someone ceases to be an individual whose identity is verified.
(7) The provision that can be made under subsection (6) includes—
(a) provision to confer a discretion on the registrar;
(b) provision that someone ceases to be an individual whose identity is verified unless, within a specified period of time—
(i) their identity is reverified by the registrar in accordance with regulations under section 1110B, or
(ii) an authorised corporate service provider delivers to the registrar a statement: (A) confirming that it has reverified the individual’s identity in accordance with regulations under section 1110B, (B) specifying the authorised corporate service provider’s supervisory authority or authorities for the purposes of the Money Laundering Regulations, and (C) containing anything else required by the regulations.
(8) Regulations under this section are subject to affirmative resolution procedure.
(9) In this section—
“Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);
“supervisory authority” means an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations).
Verification requirements
1110B (1) The Secretary of State may by regulations make provision for and in connection with verification or reverification of an individual’s identity for the purposes of this Act by the registrar or by an authorised corporate service provider.
(2) The regulations may, in particular, make provision about—
(a) the procedure for verifying or reverifying an individual’s identity, including the evidence required;
(b) the records that a person who is or has been an authorised corporate service provider is required to keep in connection with the verification or reverification of an individual’s identity.
(3) The regulations may create offences in relation to failures to comply with requirements imposed by virtue of subsection (2)(b).
(4) The regulations must provide for any such offence to be punishable—
(a) on conviction on indictment, by imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, by imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
(ii) in Scotland, by imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;
(iii) in Northern Ireland, by imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.
(5) The provision that can be made in regulations under this section includes provision conferring a discretion on the registrar, including provision conferring power to impose requirements by registrar’s rules.
(6) Regulations under this section are subject to affirmative resolution procedure.
(5) In Schedule 8 (index of defined expressions), at the appropriate place insert—
identity is verified | section 1110A
.
(1) The Companies Act 2006 is amended as follows.
(2) In section 1059A (scheme of Part 35), in subsection (3), at the appropriate place insert—
sections 1098A to 1098H (authorised corporate service providers),
.
(3) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (ga) insert—
(gb) any application or other document delivered to the registrar under section 1098B, 1098D or 1098E or regulations under section 1098G (authorised corporate service providers);
.
(4) After section 1098 insert—
Authorised corporate service providers
Meaning of “authorised corporate service provider”
1098A In this Act “authorised corporate service provider” means a person—
(a) whose application to the registrar to become an authorised corporate service provider for the purposes of this Act has been granted (see section 1098B),
(b) who has not since ceased to be an authorised corporate service provider by virtue of section 1098F, and
(c) whose status as an authorised corporate service provider is not for the time being suspended by virtue of section 1098F.
Application to become authorised corporate service provider
1098B (1) A person may apply to the registrar to become an authorised corporate service provider for the purposes of this Act if—
(a) the person is a relevant person as defined by regulation 8(1) of the Money Laundering Regulations,
(b) in the case of an individual, their identity is verified (see section 1110A), and
(c) the person meets any other requirements imposed by regulations made by the Secretary of State for the purposes of this paragraph.
(2) An application under this section must contain—
(a) the name of the applicant’s supervisory authority or authorities for the purposes of the Money Laundering Regulations,
(b) the required information about the applicant (see section 1098C), and
(c) in the case of an application by an individual, a statement that the individual’s identity is verified (see section 1110A).
(See also section 1098D, which imposes restrictions on who may deliver an application under this section on behalf of a firm.)
(3) Where an application is made under this section, the registrar must check with the supervisory authority, or at least one of the supervisory authorities, specified in the application, to find out whether the applicant is known to and supervised by that authority.
(4) Having carried out that check, the registrar must grant the application if—
(a) the supervisory authority, or at least one of the supervisory authorities, specified in the application has confirmed that the applicant is known to and supervised by that authority,
(b) where the applicant is an individual, the registrar is satisfied that their identity is verified (see section 1110A),
(c) any other conditions that may be specified by regulations made by the Secretary of State for the purposes of this paragraph are met, and
(d) the registrar is not required by subsection (5) to refuse the application.
(5) The registrar must refuse the application if it appears to the registrar that the applicant is not a fit and proper person to carry out the functions of an authorised corporate service provider.
(6) The provision that can be made in regulations under subsection (4)(c) includes provision conferring a discretion on the registrar.
(7) Regulations under subsection (1)(c) or (4)(c) are subject to affirmative resolution procedure.
(8) For the purposes of this section—
“Money Laundering Regulations” means the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);
“supervised”: a person is supervised by a supervisory authority if regulation 7(1) of the Money Laundering Regulations provides that it is a supervisory authority for that person;
“supervisory authority” means an authority that is a supervisory authority under the Money Laundering Regulations (see regulation 7 of those Regulations).
The required information about an applicant
1098C (1) The “required information” about the applicant, in the case of a firm that is applying to become an authorised corporate service provider, means—
(a) firm name,
(b) principal office,
(c) a service address,
(d) an email address,
(e) the legal form of the firm and the law by which it is governed, and
(f) if applicable, the register in which it is entered (including details of the state) and its registration number in that register.
(2) The “required information” about the applicant, in the case of an individual who is applying to become an authorised corporate service provider, means—
(a) name, nationality and date of birth,
(b) a service address,
(c) an email address, and
(d) the part of the United Kingdom in which the person is usually resident or, if the person is usually resident in a country or state outside the United Kingdom, that country or state.
(3) In subsection (2)(a) “name” means forename and surname.
(4) Where the applicant is a peer or an individual usually known by a title, the requirement for the application to contain their name may be satisfied by providing that title instead of the individual’s forename and surname.
(5) The Secretary of State may by regulations—
(a) amend this section so as to change the required information about the applicant in the case of a firm or individual applying to become an authorised corporate service provider;
(b) repeal subsection (4).
(6) Regulations under this section are subject to affirmative resolution procedure.
Delivery of applications under section 1098B on behalf of a firm
1098D An application under section 1098B by a firm mentioned in the first column of the table—
(a) must be delivered to the registrar on its behalf by a relevant officer mentioned in the second column who is an individual (see also section 1067A(2)), and
(b) must be accompanied by a statement by the individual confirming their status as a relevant officer of the firm.
Firm | Relevant officer
company | director
body corporate other than a company | where the body’s affairs are managed by its members, a member of the body; in any other case, any officer of the body whose functions correspond to that of a director of a company.
partnership | in relation to a limited partnership, a general partner as defined by section 3 of the Limited Partnerships Act 1907; in relation to any other partnership, a member of the partnership
unincorporated body other than a partnership | where the body’s affairs are managed by its members, a member of the body; in any other case, a member of the governing body.
Updating duties of authorised corporate service providers
1098E (1) A person who is an authorised corporate service provider must notify the registrar of any change in its supervisory authority or authorities for the purposes of the Money Laundering Regulations within the period of 14 days beginning with the date on which the change occurs.
(2) Where the change is the result of an agreement under regulation 7(2) of the Money Laundering Regulations, for the purposes of this section the change is not to be treated as having occurred until the authority that has agreed to act notifies the person or publishes the agreement under regulation 7(3).
(3) A person who, without reasonable excuse, fails to comply with this section commits an offence.
(4) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.
(5) A person guilty of an offence under this section is liable on summary conviction—
(a) in England and Wales, to a fine;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(6) In this section “Money Laundering Regulations” and “supervisory authority” have the meanings given by section 1098B(8).
Ceasing to be an authorised corporate service provider
1098F (1) A person ceases to be an authorised corporate service provider if the person ceases to be a relevant person as defined by regulation 8(1) of the Money Laundering Regulations.
(2) The Secretary of State may by regulations—
(a) provide for other circumstances in which a person ceases to be an authorised corporate service provider, whether automatically or as a result of a decision taken by the registrar;
(b) provide for circumstances in which the registrar may suspend a person’s status as an authorised corporate service provider pending a decision by the registrar under regulations made by virtue of paragraph (a).
(3) The provision that can be made under subsection (2) includes provision as to—
(a) procedure;
(b) the period of a suspension;
(c) the revocation of a suspension.
(4) The provision that can be made in regulations under subsection (2) includes provision conferring a discretion on the registrar.
(5) Regulations under subsection (2) are subject to affirmative resolution procedure.
(6) In this section “Money Laundering Regulations” has the meaning given by section 1098B(8).
Power to impose duties to provide information
1098G (1) The Secretary of State may by regulations require a person who is or has been an authorised corporate service provider to provide information to the registrar in accordance with the regulations (including information for the purpose of monitoring compliance with the requirements of this Act).
(2) The provision that may be made by regulations under subsection (1) includes provision requiring information to be provided on request, on the occurrence of an event or at regular intervals.
(3) The circumstances that may be specified under section 1098F(2) include failure to comply with a requirement under subsection (1).
(4) Regulations under this section may create offences in relation to failures to comply with requirements imposed by the regulations.
(5) The regulations must provide for any such offence to be punishable on summary conviction—
(a) in England and Wales with a fine;
(b) in Scotland or Northern Ireland, with a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(6) The provision that can be made in regulations under this section includes provision conferring a discretion on the registrar.
(7) Regulations under this section are subject to affirmative resolution procedure.
Power to enable authorisation of foreign corporate service providers
1098H (1) The Secretary of State may by regulations make provision for the purposes of enabling a person who is subject to a relevant regulatory regime under the law of a territory outside the United Kingdom to become an authorised corporate service provider, even if the person is not a relevant person as defined by regulation 8(1) of the Money Laundering Regulations.
(2) In subsection (1) “relevant regulatory regime” means a regulatory regime that, in the opinion of the Secretary of State, has similar objectives to the regulatory regime under the Money Laundering Regulations for relevant persons and is likely to be no less effective in achieving those objectives.
(3) Regulations under this section—
(a) may amend any of sections 1098B to 1098G or insert new sections into this Act;
(b) may make consequential amendments or repeals in other provisions of this Act.
(4) Regulations under this section are subject to affirmative resolution procedure.
(5) In this section “Money Laundering Regulations” has the meaning given by section 1098B(8).
(5) In Schedule 8 (index of defined expressions), at the appropriate place insert—
authorised corporate service provider | section 1098A
.
67 Exemption from identity verification: national security grounds
(1) The Companies Act 2006 is amended as follows.
(2) In section 1059A (scheme of Part 35), in subsection (4), at the appropriate place insert—
section 1110C (identity verification: exemption on national security grounds),
.
(3) After section 1110B (inserted by section 65 of this Act) insert—
Identity verification: exemption on national security grounds etc
1110C (1) The Secretary of State may, by written notice given to a person, provide for one or more of the effects listed in subsection (2) to apply in relation to the person, if satisfied that to do so is necessary—
(a) in the interests of national security, or
(b) for the purposes of preventing or detecting serious crime.
(2) The effects for which the notice may provide are that—
(a) where a statement of proposed officers names the person as a director, section 12(2A) does not require a statement under that subsection to be made in relation to the person;
(b) section 167G(3)(c) does not apply in relation to a notice of the person having become a director;
(c) section 167M(1) does not apply in relation to the person and section 167M(2) does not impose any obligation on a company in relation to the person;
(d) section 167N(1) does not apply in relation to the person;
(e) section 1067A does not apply in relation to the delivery of documents to the registrar by the person on their own behalf or on behalf of another;
(f) section 1098B(2)(c) does not apply in relation to the person.
(3) For the purposes of subsection (1)(b)—
(a) “crime” means conduct which—
(i) constitutes a criminal offence, or
(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and
(b) crime is “serious” if—
(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or
(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.
(1) The Companies Act 2006 is amended as follows.
(2) In section 1082 (allocation of unique identifiers)—
(a) in subsection (1)—
(i) after “may” insert “by regulations”;
(ii) after “in connection with the register” insert “or dealings with the registrar”;
(iii) after paragraph (b) (but before the “or” at the end of that paragraph) insert—
(ba) is an authorised corporate service provider;
(bb) is an individual whose identity is verified,
;
(b) subsection (2)(c), for “a statement of the person’s name” substitute “any statement by or referring to the person”;
(c) in subsection (2), for paragraph (d) substitute—
(d) confer power on the registrar—
(i) to give a person a new unique identifier;
(ii) to discontinue the use of a unique identifier for a person who is allocated a new identifier or who has more than one.
(3) In section 1087 (material not available for public inspection), after paragraph (d) insert—
(dza) any statement made in accordance with regulations made by virtue of section 1082(2)(c).
69 Identity verification: material unavailable for public inspection
In section 1087 of the Companies Act 2006 (material unavailable for public inspection), in subsection (1)—
(a) in the words before paragraph (a), after “not” insert “, so far as it forms part of the register,”;
(b) after paragraph (gc) (inserted by section 65 of this Act) insert—
(gd) any statement or other document delivered to the registrar by virtue of any of the following provisions (which relate to identity verification)—
section 12(2A);
section 12B(2) to (4);
section 167G(3)(c);
section 790LB(1) to (3);
section 790LM(2);
section 790LO(2);
section 790LS(1) to (3);
section 1067A;
.
70 Registrar’s power to strike off company registered on false basis
(1) The Companies Act 2006 is amended as follows.
(2) After section 1002 insert—
Registrar’s power to strike off company registered on false basis
Power to strike off company registered on false basis
1002A (1) The registrar may strike a company’s name off the register if the registrar has reasonable cause to believe that—
(a) any information contained in the application for the registration of the company, or in any application for restoration of the company to the register, is misleading, false or deceptive in a material particular, or
(b) any statement made to the registrar in connection with such an application is misleading, false or deceptive in a material particular.
(2) In subsection (1) the reference to an application includes any documents delivered to the registrar in connection with the application.
(3) The registrar may not exercise the power in subsection (1) unless—
(a) the registrar has published a notice in the Gazette that, at the end of the period of 28 days beginning with the date of the notice, the name of the company mentioned in the notice will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved, and
(b) the period mentioned in paragraph (a) has expired.
(4) If the registrar exercises the power in subsection (1), the registrar must publish a notice in the Gazette of the company’s name having been struck off the register.
(5) On the publication of the notice in the Gazette the company is dissolved.
(6) However—
(a) the liability (if any) of every director, managing officer or member of the company continues and may be enforced as if the company had not been dissolved, and
(b) nothing in this section affects the power of the court to wind up a company the name of which has been struck off the register.
(3) In section 1024 (application for administrative restoration to the register), in subsection (1), for the words from “section” to the end substitute
—
(a) section 1000 or 1001 (power of registrar to strike off defunct company), or
(b) section 1002A (power of registrar to strike off company registered on false basis).
(4) In section 1025 (requirements for administrative restoration), for subsection (2) substitute—
(2) The first condition is that—
(a) in the case of a company struck off the register under section 1000 or 1001, the company was carrying on business or in operation at the time of its striking off;
(b) in the case of a company struck off the register under section 1002A, at the time of its striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b).
(5) In section 1028A (administrative restoration of company with share warrants), in subsection (1), for “or 1001” substitute “, 1001 or 1002A”.
(6) In section 1029 (application to court for restoration to the register), in subsection (1)(c)—
(a) omit the “or” at the end of sub-paragraph (i);
(b) after that sub-paragraph insert—
(ia) under section 1002A (power of registrar to strike off company registered on false basis), or
.
(7) In section 1030 (timing for application to court for restoration to the register), in subsection (5)(a), after “company)” insert “or section 1002A (power of registrar to strike off company registered on false basis)”.
(8) In section 1031 (decision on application for restoration by the court), in subsection (1)—
(a) after paragraph (a) insert—
(aa) if the company was struck off the register under section 1002A (power of registrar to strike off company registered on false basis) and the court considers that, at the time of the striking off, the registrar did not have reasonable cause to believe the matter set out in section 1002A(1)(a) or (b);
;
(b) in paragraph (c), for “other case” substitute “case (including a case falling within paragraph (a), (aa) or (b))”.
In section 1025 of the Companies Act 2006 (requirements for administrative restoration), for subsection (5) substitute—
(5) The third condition is that the applicant has delivered to the registrar such documents relating to the company as are necessary to ensure that if the company is restored to the register the records kept by the registrar relating to the company will be up to date.
(5A) The fourth condition is—
(a) that any outstanding penalties under section 453 or corresponding earlier provisions (civil penalty for failure to deliver accounts) in relation to the company have been paid, and
(b) that each relevant person has paid any outstanding fines or financial penalties imposed on them in respect of an offence under the Companies Acts relating to the company.
(5B) In subsection (5A)(b) “relevant person” means—
(a) the applicant,
(b) any person who—
(i) was a director of the company immediately before it was dissolved or struck off, and
(ii) if the company is restored to the register, will be a director immediately after its restoration, or
(c) any person who is a relevant officer of a firm where the firm is—
(i) a person mentioned in paragraph (a) or (b), or
(ii) a person falling within this paragraph.
(5C) In subsection (5B)(c) “relevant officer”—
(a) in relation to a company, means a director;
(b) in relation to a firm the affairs of which are managed by its members, means one of those members;
(c) in relation to any other firm, means an officer of the firm whose functions correspond to that of a director of a company.
72 Delivery of documents: identity verification etc
(1) The Companies Act 2006 is amended as follows.
(2) In section 9 (registration documents), omit subsection (3).
(3) In section 1059A (scheme of Part 35), in subsection (2), for “1068” substitute “1067A”.
(4) After section 1067 insert—
Who may deliver documents to the registrar
Delivery of documents: identity verification requirements etc
1067A (1) An individual may not deliver a document to the registrar on their own behalf unless—
(a) their identity is verified (see section 1110A), and
(b) the document is accompanied by a statement to that effect.
(2) An individual (A) may not deliver a document to the registrar on behalf of another person (B) who is of a description specified in column 1 of the following table unless—
(a) the individual is of a description specified in the corresponding entry in column 2, and
(b) the document is accompanied by the statement specified in the corresponding entry in column 3.
1 | 2 | 3
Description of person on whose behalf document delivered (B) | Description of individual who may deliver document on B’s behalf (A) | Accompanying statement
1 | Firm | Individual who is an officer or employee of the firm and whose identity is verified (see section 1110A). | Statement by A— that A is an officer or employee of the firm, that A is delivering the document on the firm’s behalf, and that A’s identity is verified.
2 | Firm | Individual who is an officer or employee of a corporate officer of the firm and whose identity is verified. | Statement by A— that A is an officer or employee of a corporate officer of the firm, that A is delivering the document on the firm’s behalf, and that A’s identity is verified.
3 | Firm | Individual who is an authorised corporate service provider (see section 1098A). | Statement by A— that A is an authorised corporate service provider, and that A is delivering the document on the firm’s behalf.
4 | Firm | Individual who is an officer or employee of an authorised corporate service provider. | Statement by A— that A is an officer or employee of an authorised corporate service provider, and that A is delivering the document on the firm’s behalf.
5 | Individual | Individual whose identity is verified. | Statement by A— that A is delivering the document on B’s behalf, and that A’s identity is verified.
6 | Individual | Individual who is an authorised corporate service provider. | Statement by A— that A is an authorised corporate service provider, and that A is delivering the document on B’s behalf.
7 | Individual | Individual who is an officer or employee of an authorised corporate service provider. | Statement by A— that A is an officer or employee of an authorised corporate service provider, and that A is delivering the document on B’s behalf.
(3) In relation to a corporate officer that has only corporate officers, the reference in row 2 of the table to an individual who is one of its officers is to—
(a) an individual who is an officer of one of those corporate officers, or
(b) if the officers of those corporate officers are all corporate officers, an individual who is an officer of any of the corporate officers’ corporate officers,
and so on until there is at least one individual who is an officer.
(4) The Secretary of State may by regulations—
(a) create exceptions to subsections (1) or (2) (which may be framed by reference to the person by whom or on whose behalf a document is delivered or by reference to descriptions of document or in any other way);
(b) amend this section for the purpose of changing the effect of the table in subsection (2).
(5) Regulations under subsection (4)(a)—
(a) may require any document delivered to the registrar in reliance on an exception to be accompanied by a statement;
(b) may amend this section.
(6) The Secretary of State may by regulations make provision requiring a statement delivered to the registrar under subsection (2) to be accompanied by additional statements or additional information in connection with the subject-matter of the statement.
(7) Regulations under this section are subject to affirmative resolution procedure.
(8) In this section “corporate officer” means an officer that is not an individual.
After section 1067A of the Companies Act 2006 (inserted by section 72 of this Act) insert—
Disqualification from delivering documents
1067B (1) An individual who is a disqualified person may not deliver documents to the registrar on their own behalf or on behalf of another.
(2) An individual may not deliver a document to the registrar on behalf of a disqualified person unless—
(a) the individual is an authorised corporate service provider (see section 1098A), or
(b) the individual is an officer or employee of an authorised corporate service provider.
(3) A document delivered to the registrar must be accompanied by the following two statements made by the individual delivering it.
(4) The first is a statement that the individual is not a disqualified person.
(5) The second is—
(a) a statement that the individual is delivering the document on their own behalf,
(b) a statement that the individual is delivering the document on behalf of another person who is not a disqualified person, or
(c) a statement that the individual is delivering the document on behalf of a disqualified person.
(6) For the purpose of this section “disqualified person” means a person who is disqualified under the directors disqualification legislation (see section 159A(2)).
(7) The Secretary of State may by regulations amend this section for the purposes of changing who may deliver a document to the registrar on behalf of a disqualified person.
(8) Regulations under subsection (7) are subject to the affirmative procedure.
74 Proper delivery: requirements about who may deliver documents
In section 1072 of the Companies Act 2006 (requirements for proper delivery), in subsection (1), after paragraph (a) insert—
(aa) any applicable requirements as regards who may deliver a document to the registrar;
.
(1) The Companies Act 2006 is amended as follows.
(2) In section 1068 (registrar’s requirements as to form, authentication and manner of delivery)—
(a) after subsection (4) insert—
(4A) Any requirements under subsection (4)(b) to (d) must be imposed by means of registrar’s rules.
;
(b) omit subsections (5) to (6A).
(3) Omit section 1069 (power to require delivery by electronic means).
(4) In section 1072 (requirements for proper delivery), in subsection (1)(b), omit “section 1069 (power to require delivery by electronic means),”.
76 Delivery of order confirming reduction of share capital
In section 649 of the Companies Act 2006 (registration of court order confirming reduction of share capital and statement of capital), in subsection (1), for the words from “production of an order” to “copy of the order” substitute “the delivery of a copy of a court order confirming the reduction of a company’s share capital”.
(1) In section 89 of the Insolvency Act 1986 (statutory declaration of solvency)—
(a) in subsection (3), for “The declaration” substitute “A copy of the declaration”;
(b) in subsection (6), after “If” insert “a copy of”.
(2) In Article 75 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (statutory declaration of solvency)—
(a) in paragraph (3), for “The declaration” substitute “A copy of the declaration”;
(b) in paragraph (6), after “If” insert “a copy of”.
78 Registrar’s rules requiring documents to be delivered together
(1) The Companies Act 2006 is amended as follows.
(2) After section 1068 insert—
Registrar’s rules requiring documents to be delivered together
1068A (1) Registrar’s rules may provide for circumstances where—
(a) a person who is required to deliver two or more documents to the registrar must deliver them together;
(b) a person who wishes to deliver two or more documents authorised to be delivered to the registrar is required to deliver them together (so that, for example, if one document is delivered on its own, the others cannot be delivered on a later occasion);
(c) a person who wishes to deliver one or more documents authorised to be delivered to the registrar is required to deliver them together with one or more documents that the person is required to deliver to the registrar (so that, for example, if a document that is required to be delivered has been delivered on its own, the documents that are authorised to be delivered cannot be delivered on a later occasion).
(2) Provision may not be made under subsection (1)(a) that would have the effect of requiring any document to be delivered earlier than it would otherwise be required to be delivered.
(3) In section 1072 (requirements for proper delivery), in subsection (1)(b), after the entry in the list for section 1068 insert—
section 1068A (rules requiring documents to be delivered together),
.
After section 1073 of the Companies Act 2006 insert—
Power to reject documents for discrepancies
1073A (1) The registrar may refuse to accept (and register) a document if—
(a) it appears to the registrar to be inconsistent with other information that is held by or available to the registrar, and
(b) in light of the inconsistency, the registrar has reasonable grounds to doubt whether it complies with any requirement as to its contents.
(2) A document is refused by giving notice of the refusal to the person by whom the document was delivered to the registrar.
(3) A document that is refused by the registrar is treated for the purposes of any provision authorising or requiring its delivery as not having been delivered.