Section 1079B of the Companies Act 2006 (duty to notify directors) applies to unregistered companies in cases where the document registered by the registrar is a notice under section 167 of the Companies Act 2006 of a person having become a director of a company.

Confirmation statement

Information about people with significant control

12A

(1) Sections 790C to 790I and 790K of the Companies Act 2006 apply to unregistered companies, with the following modifications.

(2) In section 790C (key terms)—

(a) for subsection (7)(c) substitute—

(c) it is a company with voting shares admitted to trading on a market listed in Schedule 1 to the Register of People with Significant Control Regulations 2016 (S.I. 2016/339)

(b) for subsection (7)(d) substitute—

(d) it is of a description specified in regulation 4 of and Schedule 1 to the Register of People with Significant Control Regulations 2016 (S.I. 2016/339) which apply, together with any other provisions of those Regulations having effect for the purposes of these provisions.

(3) In section 790D (company's duty to give notices to persons with significant control)—

(a) omit subsection (6);

(b) omit subsection (7).

(3A) In section 790DA (obtaining information from third parties) omit subsections (7) and (8).

(4) In section 790E (company’s duty to find out about changes in PSC information) omit subsections (5) and (6).

(4A) In section 790EA (company’s duty to find out about persons ceasing to be PSCs) omit subsections (5) and (6).

(5) In section 790K (required particulars)—

(za) omit subsection (3)(ba);

(a) for subsection (5) substitute—

(5) Regulation 7 of and Schedule 2 to the Register of People with Significant Control Regulations 2016 (S.I. 2016/339) apply, with any other provisions of the Regulations having effect for the purposes of these provisions.

(b) omit subsection (6).

12B

(1) Sections 790LA to 790LD, 790LF, 790LH and 790LJ to 790LT of the Companies Act 2006 (duty to notify registrar of persons with significant control and ID verification) apply to unregistered companies, with the following modifications

(2) Read references to a company as references to an unregistered company.

(3) In section 790LA, omit subsections (4) and (5).

(4) In section 790LB, after subsection (3) insert—

(3A) If a notice under section 790LA(1) includes a statement under subsection (1) or subsection (2)(b), that statement must also include a statement of the individual’s unique identifier. (5) For section 790LC(4) substitute— (4) Nothing in this section requires a company, when delivering the documents required under section 26, to give notice in relation to a person named as a director. (6) Omit section 790LD(4). (7) For section 790LH(4) and (5) substitute— (4) A company is not required to give a notice under this section if— (a) it has delivered a statement of initial significant control stating that there is no person who is a registrable person or a registrable relevant legal entity in relation to the company, and (b) the company has no cause to believe that at any time since delivering that statement any person has become a registrable person or a registrable relevant legal entity in relation to the company. (5) In this section “statement of initial significant control” means the statement referred to in section 26(1)(c) (documents to be sent to the registrar on incorporation). (8) In section 790LJ(1)― (a) omit “790LE,” and “, 790LG”; (b) omit “, or regulations under section 790LI,”. (9) In section 790LK(1)― (a) omit “790LE,” and “, 790LG”; (b) omit “, or regulations under section 790LI,”; (c) omit subsection (5). (10) In section 790LL(5) after “section 1088,” insert “as applied to unregistered companies,”. (11) In section 790LM— (a) for subsection (1) substitute— (1) This section applies where— (a) the registrar is notified under section 790LA that a person has become a registrable person in relation to a company (“the registrable person”), and (b) the notice does not include a statement under section 790LB(1) or it appears to the registrar that the statement is false. (b) in subsection (2), after “(see section 1110A)” insert “, and stating the individual’s unique identifier”. (12) In section 790LN― (a) for subsection (1)(b) substitute— (b) became a registrable person before the day on which section 790LB(1) came fully into force. (b) in subsection (2), after “(see section 1110A)” insert “, and stating the individual’s unique identifier”; (c) in subsection (5) for the definition of “the appointed day” substitute— - “the appointed day” means such day as is appointed in regulations under this section as it applies to registrable persons of companies registered under the Companies Act 2006, except that any reference in those regulations to provisions of company law should be read as references to those provisions as applied to unregistered companies; (d) omit subsection (6). (13) In section 790LQ(2)(a)— (a) omit sub-paragraph (i); (b) in sub-paragraph (ii), omit “, 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”. (14) In section 790LR— (a) in subsection (2)(a)(i) omit “12B(3) or”; (b) in subsection (3)(a)— (i) omit sub-paragraph (i); (ii) in sub-paragraph (ii), omit “, 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”.

12C

(1) Sections 790ZF and 790ZG apply to unregistered companies, with the following modifications.

(2) In section 790ZF(1), for “sections 240 to 244” substitute “sections 240 to 242 and 243(2) and (7)”;

(2A) Part 6 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339) applies, with any other provisions of the Regulations having effect for the purposes of that Part.

(3) For Section 790ZG as it applies to unregistered companies, substitute—

(790ZG) (1) Part 7 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339) applies, with any other provisions of the Regulations having effect for the purposes of that Part. (2) Nothing in the provisions referred to in subsection (1) affects the use or disclosure of particulars of a person in any other capacity (for example, the use or disclosure of particulars of a person in that person’s capacity as a member or director of the company). (3) In this section “secured information” means the required particulars (other than the particular required by section 790K(1)(i)) of a registrable person in relation to an unregistered company.

Confirmation statement

Takeovers

Fraudulent trading

Company Investigations

The registrar of companies

20A

(1) Schedule 1A (references to people with significant control over a company) to the Companies Act 2006 applies to unregistered companies, with the following modifications.

(2) In paragraph 25—

(a) in sub-paragraph (5)(b) for “by regulations made by the Secretary of State” substitute “in regulation 8 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339)”, and

(b) omit sub-paragraphs (6) and (7).

(3) Omit paragraph 26.

20B

(1) Schedule 1B (enforcement of disclosure requirements) to the Companies Act 2006 applies to unregistered companies, with the following modifications.

(2) For paragraph 12 substitute—

(12) Part 5 of the Register of People with Significant Control Regulations 2016(S.I. 2016/339) applies, with any other provisions of the Regulations having effect for the purposes of that Part.

Supplementary provisions

20AA

Section 1110C of the Companies Act 2006 (identity verification: exemption on national security grounds etc) applies to unregistered companies, but for subsection (2)(a) substitute—

(a) Where a statement of officers made under section 26 names the person as a director, subsection (1A)(b)(ii) of that section does not require a statement to be made in relation to the person;

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