Legalize / United Kingdom / Public General Act

Companies Act 2006

Type Public General Act

Publication 2006-11-08

Last updated 2026-07-24

State In force

Department Statute Law Database

Source legislation.gov.uk

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(2) If possession is taken, by or on behalf of the holders of the debentures, of any property comprised in or subject to the charge, and the company is not at that time in the course of being wound up, the company's preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures.

(3) “Preferential debts” means the categories of debts listed in Schedule 6 to the Insolvency Act 1986 (c. 45) or Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

For the purposes of those Schedules “the relevant date” is the date of possession being taken as mentioned in subsection (2).

(4) Payments under this section shall be recouped, as far as may be, out of the assets of the company available for payment of general creditors.

Part 20 — Private and public companies

Chapter 1 — Prohibition of public offers by private companies

Prohibition of public offers by private company

755

(1) A private company limited by shares or limited by guarantee and having a share capital must not—

(a) offer to the public any securities of the company, or

(b) allot or agree to allot any securities of the company with a view to their being offered to the public.

(2) Unless the contrary is proved, an allotment or agreement to allot securities is presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made—

(a) within six months after the allotment or agreement to allot, or

(b) before the receipt by the company of the whole of the consideration to be received by it in respect of the securities.

(3) A company does not contravene this section if—

(a) it acts in good faith in pursuance of arrangements under which it is to re-register as a public company before the securities are allotted, or

(b) as part of the terms of the offer it undertakes to re-register as a public company within a specified period, and that undertaking is complied with.

(4) The specified period for the purposes of subsection (3)(b) must be a period ending not later than six months after the day on which the offer is made (or, in the case of an offer made on different days, first made).

(5) In this Chapter “securities” means shares or debentures.

Meaning of “offer to the public”

756

(1) This section explains what is meant in this Chapter by an offer of securities to the public.

(2) An offer to the public includes an offer to any section of the public, however selected.

(3) An offer is not regarded as an offer to the public if it can properly be regarded, in all the circumstances, as—

(a) not being calculated to result, directly or indirectly, in securities of the company becoming available to persons other than those receiving the offer, or

(b) otherwise being a private concern of the person receiving it and the person making it.

(4) An offer is to be regarded (unless the contrary is proved) as being a private concern of the person receiving it and the person making it if—

(a) it is made to a person already connected with the company and, where it is made on terms allowing that person to renounce his rights, the rights may only be renounced in favour of another person already connected with the company; or

(b) it is an offer to subscribe for securities to be held under an employees' share scheme and, where it is made on terms allowing that person to renounce his rights, the rights may only be renounced in favour of—

(i) another person entitled to hold securities under the scheme, or

(ii) a person already connected with the company.

(5) For the purposes of this section “person already connected with the company” means—

(a) an existing member or employee of the company,

(b) a member of the family of a person who is or was a member or employee of the company,

(d) an existing debenture holder of the company, or

(e) a trustee (acting in his capacity as such) of a trust of which the principal beneficiary is a person within any of paragraphs (a) to (d).

(6) For the purposes of subsection (5)(b) the members of a person's family are the person's spouse or civil partner and children (including step-children) and their descendants.

Enforcement of prohibition: order restraining proposed contravention

757

(1) If it appears to the court—

(a) on an application under this section, or

(b) in proceedings under Part 30 (protection of members against unfair prejudice),

that a company is proposing to act in contravention of section 755 (prohibition of public offers by private companies), the court shall make an order under this section.

(2) An order under this section is an order restraining the company from contravening that section.

(3) An application for an order under this section may be made by—

(a) a member or creditor of the company, or

(b) the Secretary of State.

Enforcement of prohibition: orders available to the court after contravention

758

(1) This section applies if it appears to the court—

(a) on an application under this section, or

(b) in proceedings under Part 30 (protection of members against unfair prejudice),

that a company has acted in contravention of section 755 (prohibition of public offers by private companies).

(2) The court must make an order requiring the company to re-register as a public company unless it appears to the court—

(a) that the company does not meet the requirements for re-registration as a public company, and

(b) that it is impractical or undesirable to require it to take steps to do so.

(3) If it does not make an order for re-registration, the court may make either or both of the following—

(a) a remedial order (see section 759), or

(b) an order for the compulsory winding up of the company.

(4) An application under this section may be made by—

(a) a member of the company who—

(i) was a member at the time the offer was made (or, if the offer was made over a period, at any time during that period), or

(ii) became a member as a result of the offer,

(b) a creditor of the company who was a creditor at the time the offer was made (or, if the offer was made over a period, at any time during that period), or

Enforcement of prohibition: remedial order

759

(1) A “remedial order” is an order for the purpose of putting a person affected by anything done in contravention of section 755 (prohibition of public offers by private company) in the position he would have been in if it had not been done.

(2) The following provisions are without prejudice to the generality of the power to make such an order.

(3) Where a private company has—

(a) allotted securities pursuant to an offer to the public, or

(b) allotted or agreed to allot securities with a view to their being offered to the public,

a remedial order may require any person knowingly concerned in the contravention of section 755 to offer to purchase any of those securities at such price and on such other terms as the court thinks fit.

(4) A remedial order may be made—

(a) against any person knowingly concerned in the contravention, whether or not an officer of the company;

(b) notwithstanding anything in the company's constitution (which includes, for this purpose, the terms on which any securities of the company are allotted or held);

(c) whether or not the holder of the securities subject to the order is the person to whom the company allotted or agreed to allot them.

(5) Where a remedial order is made against the company itself, the court may provide for the reduction of the company's capital accordingly.

Validity of allotment etc not affected

760

Nothing in this Chapter affects the validity of any allotment or sale of securities or of any agreement to allot or sell securities.

761

(1) A company that is a public company (otherwise than by virtue of re-registration as a public company) must not do business or exercise any borrowing powers unless the registrar has issued it with a certificate under this section (a “trading certificate”).

(2) The registrar shall issue a trading certificate if, on an application made in accordance with section 762, he is satisfied that the nominal value of the company's allotted share capital is not less than the authorised minimum.

(3) For this purpose a share allotted in pursuance of an employees' share scheme shall not be taken into account unless paid up as to—

(a) at least one-quarter of the nominal value of the share, and

(b) the whole of any premium on the share.

(4) A trading certificate has effect from the date on which it is issued and is conclusive evidence that the company is entitled to do business and exercise any borrowing powers.

Procedure for obtaining certificate

762

(1) An application for a certificate under section 761 must—

(a) state that the nominal value of the company's allotted share capital is not less than the authorised minimum,

(b) specify the amount, or estimated amount, of the company's preliminary expenses,

(c) specify any amount or benefit paid or given, or intended to be paid or given, to any promoter of the company, and the consideration for the payment or benefit, ...

(d) be accompanied by a statement of compliance and

(e) be accompanied by a statement of the aggregate amount paid up on the shares of the company on account of their nominal value.

(2) The statement of compliance is a statement that the company meets the requirements for the issue of a certificate under section 761.

(3) The registrar may accept the statement of compliance as sufficient evidence of the matters stated in it.

The authorised minimum

763

(1) “The authorised minimum”, in relation to the nominal value of a public company's allotted share capital is—

(a) £50,000, or

(b) the prescribed euro equivalent.

(2) The Secretary of State may by order prescribe the amount in euros that is for the time being to be treated as equivalent to the sterling amount of the authorised minimum.

(3) This power may be exercised from time to time as appears to the Secretary of State to be appropriate.

(4) The amount prescribed shall be determined by applying an appropriate spot rate of exchange to the sterling amount and rounding to the nearest 100 euros.

(5) An order under this section is subject to negative resolution procedure.

(6) This section has effect subject to any exercise of the power conferred by section 764 (power to alter authorised minimum).

Power to alter authorised minimum

764

(1) The Secretary of State may by order—

(a) alter the sterling amount of the authorised minimum, and

(b) make a corresponding alteration of the prescribed euro equivalent.

(2) The amount of the prescribed euro equivalent shall be determined by applying an appropriate spot rate of exchange to the sterling amount and rounding to the nearest 100 euros.

(3) An order under this section that increases the authorised minimum may—

(a) require a public company having an allotted share capital of which the nominal value is less than the amount specified in the order to—

(i) increase that value to not less than that amount, or

(ii) re-register as a private company;

(b) make provision in connection with any such requirement for any of the matters for which provision is made by this Act relating to—

(i) a company's registration, re-registration or change of name,

(ii) payment for shares comprised in a company's share capital, and

(iii) offers to the public of shares in or debentures of a company,

including provision as to the consequences (in criminal law or otherwise) of a failure to comply with any requirement of the order;

(4) An order under this section is subject to affirmative resolution procedure.

Authorised minimum: application of initial requirement

765

(1) The initial requirement for a public company to have allotted share capital of a nominal value not less than the authorised minimum, that is—

(a) the requirement in section 761(2) for the issue of a trading certificate, or

(b) the requirement in section 91(1)(a) for re-registration as a public company,

must be met either by reference to allotted share capital denominated in sterling or by reference to allotted share capital denominated in euros (but not partly in one and partly in the other).

(2) Whether the requirement is met is determined in the first case by reference to the sterling amount and in the second case by reference to the prescribed euro equivalent.

(3) No account is to be taken of any allotted share capital of the company denominated in a currency other than sterling or, as the case may be, euros.

(4) If the company could meet the requirement either by reference to share capital denominated in sterling or by reference to share capital denominated in euros, it must elect in its application for a trading certificate or, as the case may be, for re-registration as a public company which is to be the currency by reference to which the matter is determined.

Authorised minimum: application where shares denominated in different currencies etc

766

(1) The Secretary of State may make provision by regulations as to the application of the authorised minimum in relation to a public company that—

(a) has shares denominated—

(i) in more than one currency, or

(ii) in a currency other than sterling or euros,

(b) redenominates the whole or part of its allotted share capital, or

(2) The regulations may make provision as to the currencies, exchange rates and dates by reference to which it is to be determined whether the nominal value of the company's allotted share capital is less than the authorised minimum.

(3) The regulations may provide that where—

(a) a company has redenominated the whole or part of its allotted share capital, and

(b) the effect of the redenomination is that the nominal value of the company's allotted share capital is less than the authorised minimum,

the company must re-register as a private company.

(4) Regulations under subsection (3) may make provision corresponding to any provision made by sections 664 to 667 (re-registration as private company in consequence of cancellation of shares).

(5) Any regulations under this section have effect subject to section 765 (authorised minimum: application of initial requirement).

(6) Regulations under this section are subject to negative resolution procedure.

Consequences of doing business etc without a trading certificate

767

(1) If a company does business or exercises any borrowing powers in contravention of section 761, 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 subsection (1) is liable—

(a) on conviction on indictment, to a fine;

(b) on summary conviction, to a fine not exceeding the statutory maximum.

(3) A contravention of section 761 does not affect the validity of a transaction entered into by the company, but if a company—

(a) enters into a transaction in contravention of that section, and

(b) fails to comply with its obligations in connection with the transaction within 21 days from being called on to do so,

the directors of the company are jointly and severally liable to indemnify any other party to the transaction in respect of any loss or damage suffered by him by reason of the company's failure to comply with its obligations.

(4) The directors who are so liable are those who were directors at the time the company entered into the transaction.

Part 21 — Certification and transfer of securities

Chapter 1 — Certification and transfer of securities: general

768

(1) In the case of a company registered in England and Wales or Northern Ireland, a certificate under the common seal of the company specifying any shares held by a member is prima facie evidence of his title to the shares.

(2) In the case of a company registered in Scotland—

(a) a certificate under the common seal of the company specifying any shares held by a member, or

(b) a certificate specifying any shares held by a member and subscribed by the company in accordance with the Requirements of Writing (Scotland) Act 1995 (c. 7),

is sufficient evidence, unless the contrary is shown, of his title to the shares.

Issue of certificates etc on allotment

Duty of company as to issue of certificates etc on allotment

769

(1) A company must, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery—

(a) the certificates of the shares allotted,

(b) the debentures allotted, or

(2) Subsection (1) does not apply—

(a) if the conditions of issue of the shares, debentures or debenture stock provide otherwise,

(b) in the case of allotment to a financial institution (see section 778), or

(c) in the case of an allotment of shares if, following the allotment, the company has issued a share warrant in respect of the shares (see section 779).

(3) If default is made in complying with subsection (1) an offence is committed by every officer of the company who is in default.

(4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Transfer of securities

Registration of transfer

770

(1) A company may not register a transfer of shares in or debentures of the company unless—

(a) a proper instrument of transfer has been delivered to it, or

(b) the transfer—

(i) is an exempt transfer within the Stock Transfer Act 1982 (c. 41), or

(ii) is in accordance with regulations under Chapter 2 of this Part.

(2) Subsection (1) does not affect any power of the company to register as shareholder or debenture holder a person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Procedure on transfer being lodged

771

(1) When a transfer of shares in or debentures of a company has been lodged with the company, the company must either—

(a) register the transfer, or

(b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal,

as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.

(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.

(2) If the company refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request.

This does not include copies of minutes of meetings of directors.

(2A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) If a company fails to comply with this section, an offence is committed by—

(a) the company, and

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

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) This section does not apply—

(a) in relation to a transfer of shares if the company has issued a share warrant in respect of the shares (see section 779);

(b) in relation to the transmission of shares or debentures by operation of law.

Transfer of shares on application of transferor

772

On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee ... in the same manner and subject to the same conditions as if the application for the entry ... were made by the transferee.

773

An instrument of transfer of the share or other interest of a deceased member of a company—

(a) may be made by his personal representative although the personal representative is not himself a member of the company, and

(b) is as effective as if the personal representative had been such a member at the time of the execution of the instrument.

Evidence of grant of probate etc

774

The production to a company of any document that is by law sufficient evidence of the grant of—

(a) probate of the will of a deceased person,

(b) letters of administration of the estate of a deceased person, or

shall be accepted by the company as sufficient evidence of the grant.

Certification of instrument of transfer

775

(1) The certification by a company of an instrument of transfer of any shares in, or debentures of, the company is to be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on their face show a prima facie title to the shares or debentures in the transferor named in the instrument.

(2) The certification is not to be taken as a representation that the transferor has any title to the shares or debentures.

(3) Where a person acts on the faith of a false certification by a company made negligently, the company is under the same liability to him as if the certification had been made fraudulently.

(4) For the purposes of this section—

(a) an instrument of transfer is certificated if it bears the words “certificate lodged” (or words to the like effect);

(b) the certification of an instrument of transfer is made by a company if—

(i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company's behalf, and

(ii) the certification is signed by a person authorised to certificate transfers on the company's behalf or by an officer or employee either of the company or of a body corporate so authorised;

(i) it purports to be authenticated by his signature or initials (whether handwritten or not), and

(ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the company's behalf.

Issue of certificates etc on transfer

Duty of company as to issue of certificates etc on transfer

776

(1) A company must, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery—

(a) the certificates of the shares transferred,

(b) the debentures transferred, or

(2) For this purpose a “transfer” means—

(a) a transfer duly stamped and otherwise valid, or

(b) an exempt transfer within the Stock Transfer Act 1982 (c. 41),

but does not include a transfer that the company is for any reason entitled to refuse to register and does not register.

(3) Subsection (1) does not apply—

(a) if the conditions of issue of the shares, debentures or debenture stock provide otherwise,

(b) in the case of a transfer to a financial institution (see section 778), or

(c) in the case of a transfer of shares if, following the transfer, the company has issued a share warrant in respect of the shares (see section 779).

(4) Subsection (1) has effect subject to section 777 (cases where the Stock Transfer Act 1982 applies).

(5) If default is made in complying with subsection (1) an offence is committed by every officer of the company who is in default.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Issue of certificates etc: cases within the Stock Transfer Act 1982

777

(1) Section 776(1) (duty of company as to issue of certificates etc on transfer) does not apply in the case of a transfer to a person where, by virtue of regulations under section 3 of the Stock Transfer Act 1982, he is not entitled to a certificate or other document of or evidencing title in respect of the securities transferred.

(2) But if in such a case the transferee—

(a) subsequently becomes entitled to such a certificate or other document by virtue of any provision of those regulations, and

(b) gives notice in writing of that fact to the company,

section 776 (duty to company as to issue of certificates etc) has effect as if the reference in subsection (1) of that section to the date of the lodging of the transfer were a reference to the date of the notice.

Issue of certificates etc on allotment or transfer to financial institution

Issue of certificates etc: allotment or transfer to financial institution

778

(1) A company—

(a) of which shares or debentures are allotted to a financial institution,

(b) of which debenture stock is allotted to a financial institution, or

is not required in consequence of that allotment or transfer to comply with section 769(1) or 776(1) (duty of company as to issue of certificates etc).

(2) A “financial institution” means—

(a) a recognised clearing house or a recognised CSD acting in relation to a recognised investment exchange, or

(b) a nominee of—

(i) a recognised clearing house or a recognised CSD acting in that way, or

(ii) a recognised investment exchange,

designated for the purposes of this section in the rules of the recognised investment exchange in question.

(3) Expressions used in subsection (2) have the same meaning as in Part 18 of the Financial Services and Markets Act 2000 (c. 8).

779

(1) A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a “share warrant”) stating that the bearer of the warrant is entitled to the shares specified in it.

(2) A share warrant issued under the company's common seal or (in the case of a company registered in Scotland) subscribed in accordance with the Requirements of Writing (Scotland) Act 1995 (c. 7) entitles the bearer to the shares specified in it and the shares may be transferred by delivery of the warrant.

(3) A company that issues a share warrant may, if so authorised by its articles, provide (by coupons or otherwise) for the payment of the future dividends on the shares included in the warrant.

(4) No share warrant may be issued by a company (irrespective of whether its articles purport to authorise it to do so) on or after the day on which section 84 of the Small Business, Enterprise and Employment Act 2015 comes into force.

780

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

781

(1) If in Scotland a person—

(a) with intent to defraud, forges or alters, or offers, utters, disposes of, or puts off, knowing the same to be forged or altered, any share warrant or coupon, or any document purporting to be a share warrant or coupon issued in pursuance of this Act, or

(b) by means of any such forged or altered share warrant, coupon or document—

(i) demands or endeavours to obtain or receive any share or interest in a company under this Act, or

(ii) demands or endeavours to receive any dividend or money payment in respect of any such share or interest,

knowing the warrant, coupon or document to be forged or altered,

he commits an offence.

(2) If in Scotland a person without lawful authority or excuse (of which proof lies on him)—

(a) engraves or makes on any plate, wood, stone, or other material, any share warrant or coupon purporting to be—

(i) a share warrant or coupon issued or made by any particular company in pursuance of this Act, or

(ii) a blank share warrant or coupon so issued or made, or

(iii) a part of such a share warrant or coupon, or

(b) uses any such plate, wood, stone, or other material, for the making or printing of any such share warrant or coupon, or of any such blank share warrant or coupon or of any part of such a share warrant or coupon, or

he commits an offence.

(3) A person guilty of an offence under subsection (1) is liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding level 5 on the standard scale (or both).

(4) A person guilty of an offence under subsection (2) is liable—

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

(b) on summary conviction, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both).

Supplementary provisions

Issue of certificates etc: court order to make good default

782

(1) If a company on which a notice has been served requiring it to make good any default in complying with—

(a) section 769(1) (duty of company as to issue of certificates etc on allotment),

(b) section 776(1) (duty of company as to issue of certificates etc on transfer), or

fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the court.

(2) The court may on such an application make an order directing the company and any officer of it to make good the default within such time as may be specified in the order.

(3) The order may provide that all costs (in Scotland, expenses) of and incidental to the application are to be borne by the company or by an officer of it responsible for the default.

Chapter 2 — Evidencing and transfer of title to securities without written instrument

Introductory

Scope of this Chapter

783

In this Chapter—

(a) “securities” means shares, debentures, debenture stock, loan stock, bonds, units of a collective investment scheme within the meaning of the Financial Services and Markets Act 2000 (c. 8) and other securities of any description;

(b) references to title to securities include any legal or equitable interest in securities;

(d) references to transfer without a written instrument include, in relation to bearer securities, transfer without delivery.

Power to make regulations

784

(1) The power to make regulations under this Chapter is exercisable by the Treasury and the Secretary of State, either jointly or concurrently.

(2) References in this Chapter to the authority having power to make regulations shall accordingly be read as references to both or either of them, as the case may require.

(3) Regulations under this Chapter are subject to affirmative resolution procedure.

Powers exercisable

Provision enabling procedures for evidencing and transferring title

785

(1) Provision may be made by regulations for enabling title to securities to be evidenced and transferred without a written instrument.

(2) The regulations may make provision—

(a) for procedures for recording and transferring title to securities, and

(b) for the regulation of those procedures and the persons responsible for or involved in their operation.

(3) The regulations must contain such safeguards as appear to the authority making the regulations appropriate for the protection of investors and for ensuring that competition is not restricted, distorted or prevented.

(4) The regulations may, for the purpose of enabling or facilitating the operation of the procedures provided for by the regulations, make provision with respect to the rights and obligations of persons in relation to securities dealt with under the procedures.

(5) The regulations may include provision for the purpose of giving effect to—

(a) the transmission of title to securities by operation of law;

(b) any restriction on the transfer of title to securities arising by virtue of the provisions of any enactment or instrument, court order or agreement;

(6) The regulations may make provision with respect to the persons responsible for the operation of the procedures provided for by the regulations—

(a) as to the consequences of their insolvency or incapacity, or

(b) as to the transfer from them to other persons of their functions in relation to those procedures.

(7) The regulations may confer functions on any person, including—

(a) the function of giving guidance or issuing a code of practice in relation to any provision made by the regulations, and

(b) the function of making rules for the purposes of any provision made by the regulations.

(8) The regulations may, in prescribed cases, confer immunity from liability in damages.

Provision enabling or requiring arrangements to be adopted

786

(1) Regulations under this Chapter may make provision—

(a) enabling the members of a company or of any designated class of companies to adopt, by ordinary resolution, arrangements under which title to securities is required to be evidenced or transferred (or both) without a written instrument; or

(b) requiring companies, or any designated class of companies, to adopt such arrangements.

(2) The regulations may make such provision—

(a) in respect of all securities issued by a company, or

(b) in respect of all securities of a specified description.

(3) The arrangements provided for by regulations making such provision as is mentioned in subsection (1)—

(a) must not be such that a person who but for the arrangements would be entitled to have his name entered in the company's register of members ... ceases to be so entitled, and

(b) must be such that a person who but for the arrangements would be entitled to exercise any rights in respect of the securities continues to be able effectively to control the exercise of those rights.

(4) The regulations may—

(a) prohibit the issue of any certificate by the company in respect of the issue or transfer of securities,

(b) require the provision by the company to holders of securities of statements (at specified intervals or on specified occasions) of the securities held in their name, and

(5) In this section—

(a) references to a designated class of companies are to a class designated in the regulations or by order under section 787; and

(b) “specified” means specified in the regulations.

Provision enabling or requiring arrangements to be adopted: order-making powers

787

(1) The authority having power to make regulations under this Chapter may by order—

(a) designate classes of companies for the purposes of section 786 (provision enabling or requiring arrangements to be adopted);

(b) provide that, in relation to securities of a specified description—

(i) in a designated class of companies, or

(ii) in a specified company or class of companies,

specified provisions of regulations made under this Chapter by virtue of that section either do not apply or apply subject to specified modifications.

(2) In subsection (1) “specified” means specified in the order.

(3) An order under this section is subject to negative resolution procedure.

Supplementary

Provision that may be included in regulations

788

Regulations under this Chapter may—

(a) modify or exclude any provision of any enactment or instrument, or any rule of law;

(b) apply, with such modifications as may be appropriate, the provisions of any enactment or instrument (including provisions creating criminal offences);

(c) require the payment of fees, or enable persons to require the payment of fees, of such amounts as may be specified in the regulations or determined in accordance with them;

(d) empower the authority making the regulations to delegate to any person willing and able to discharge them any functions of the authority under the regulations.

Duty to consult

789

Before making—

(a) regulations under this Chapter, or

(b) any order under section 787,

the authority having power to make regulations under this Chapter must carry out such consultation as appears to it to be appropriate.

Resolutions to be forwarded to registrar

790

Chapter 3 of Part 3 (resolutions affecting a company's constitution) applies to a resolution passed by virtue of regulations under this Chapter.

PART 21A — Information about people with significant control

CHAPTER 1 — Introduction

Overview

790A

This Part is arranged as follows—

(a) the remaining provisions of this Chapter identify the companies to which this Part applies and explain some key terms, including what it means to have “significant control” over a company,

(b) Chapter 2 imposes duties on companies to gather information, and on others to supply information, to enable companies to notify the registrar of the information in accordance with Chapter 2A,

(e) Chapter 5 makes provision for excluding certain material from the information available to the public.

Companies to which this Part applies

790B

(1) This Part applies to companies other than—

(a) companies with voting shares admitted to trading on a UK regulated market or an EU regulated market, and

(b) companies of any description specified by the Secretary of State by regulations.

(2) In deciding whether to specify a description of company, the Secretary of State is to have regard to the extent to which companies of that description are bound by disclosure and transparency rules (in the United Kingdom or elsewhere) which are contained in international standards and are equivalent to those applicable to companies referred to in subsection (1)(a) .

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

(5) In this section—

“voting shares” means shares carrying voting rights;

“voting rights” means rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances.

Key terms

790C

(1) This section explains some key terms used in this Part.

(2) References to a person with (or having) “significant control” over a company are to an individual who meets one or more of the specified conditions in relation to the company.

(3) The “specified conditions” are those specified in Part 1 of Schedule 1A.

(4) Individuals with significant control over a company are either “registrable” or “ non-registrable ” in relation to the company—

(a) they are “non-registrable” if they do not hold any interest in the company except through one or more legal entities over each of which they have significant control and—

(i) as respects any shares or right in the company which they hold indirectly as described in paragraph 9(1)(b)(i) of Schedule 1A, the legal entity through which the shares or right are held is a relevant legal entity in relation to the company; and

(ii) as respects any shares or right in the company which they hold indirectly as described in paragraph 9(1)(b)(ii) of Schedule 1A, at least one of the legal entities in the chain is a relevant legal entity in relation to the company

(b) otherwise, they are “registrable”,

and references to a “ registrable person ” in relation to a company are to an individual with significant control over the company who is registrable in relation to that company.

(5) A “legal entity” is a body corporate or a firm that is a legal person under the law by which it is governed.

(6) In relation to a company, a legal entity is a “relevant legal entity” if—

(a) it would have come within the definition of a person with significant control over the company if it had been an individual, and

(b) it is subject to its own disclosure requirements.

(7) A legal entity is “subject to its own disclosure requirements” if—

(a) this Part applies to it (whether by virtue of section 790B or another enactment that extends the application of this Part),

(aa) it is an eligible Scottish partnership within the meaning of regulation 3(2) of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

(b) it has voting shares admitted to trading on a UK regulated market or an EU regulated market,

(d) it is of a description specified by the Secretary of State by regulations made under this paragraph.

(8) A relevant legal entity is either “registrable” or “ non-registrable ” in relation to a company—

(a) it is “non-registrable” if it does not hold any interest in the company except through one or more other legal entities over each of which it has significant control and—

(i) as respects any shares or right in the company which it holds indirectly as described in paragraph 9(1)(b)(i) of Schedule 1A, the legal entity through which the shares or right are held is also a relevant legal entity in relation to the company; and

(ii) as respects any shares or right in the company which it holds indirectly as described in paragraph 9(1)(b)(ii) of Schedule 1A, at least one of the legal entities in the chain is also a relevant legal entity in relation to the company;

(b) otherwise, it is “registrable”,

and references to a “ registrable relevant legal entity ” in relation to a company are to a relevant legal entity which is registrable in relation to that company.

(9) For the purposes of subsections (4) and (8)—

(a) whether someone—

(i) holds an interest in a company, or

(ii) holds that interest through another legal entity,

is to be determined in accordance with Part 2 of Schedule 1A;

(b) whether someone has significant control over that other legal entity is to be determined in accordance with subsections (2) and (3) and Part 1 of Schedule 1A, reading references in those provisions to the company as references to that other entity.

(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(11) In deciding whether to specify a description of legal entity under paragraph (d) of subsection (7), the Secretary of State is to have regard to the extent to which entities of that description are bound by disclosure and transparency rules (in the United Kingdom or elsewhere) equivalent to the ones applying to an entity falling within any other paragraph of that subsection.

(12) Subject to express provision in this Part and to any modification prescribed by regulations under this subsection, this Part is to be read and have effect as if each of the following were an individual, even if they are legal persons under the laws by which they are governed—

(a) a corporation sole,

(b) a government or government department of a country or territory or a part of a country or territory,

(d) a local authority or local government body in the United Kingdom or elsewhere.

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

(14) Subject to subsection (13), regulations under this section are subject to negative resolution procedure.

(15) In this section “voting shares” has the same meaning as in section 790B.

References to “confirmation” etc of information

790CA

For the purposes of this Part a company has had confirmation of—

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

(b) the required particulars of a person (see section 790K), or

if the person has supplied that information to the company whether or not in pursuance of any duty imposed by this Part (and references to a company obtaining confirmation of information are to be read accordingly).

CHAPTER 2 — Information-gathering

Duty on companies

Duty to find out about persons with significant control

790CB

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

Company’s duty to give notices to persons with significant control

790D

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

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

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

(2) The notice must require the person—

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

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

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

(4) The company must give the notice—

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

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

(5) A company is not required to give a notice under this section to a person if—

(a) the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and

(b) the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company.

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

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

Obtaining information from third parties

790DA

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) falls within subsection (2), or

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

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

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

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

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

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

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

Company’s duty to find out about changes in PSC information

790E

(1) This section applies if a company—

(a) knows or has cause to believe that there has been a change in the required particulars of a registrable person or a registrable relevant legal entity in relation to the company (see section 790K), but

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

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

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

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

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

(4) The company must give the notice—

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

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

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

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

Company’s duty to find out about persons ceasing to be PSCs

790EA

(1) This section applies if a company —

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

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

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

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

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

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

(4) The company must give the notice—

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

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

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

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

Company’s duty to notify failure to comply with notices

790EB

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

(1A) The notice must state the day on which the period mentioned in subsection (1) ends.

(1B) Where a company notifies the registrar that a person has failed to comply with a notice given by the company under section 790E or 790EA, the notice must state the person’s name.

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

(3) In this section “name”, in relation to an individual, means their forename and surname.

Company’s duty to notify of late compliance with notices

790EC

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

(1A) The notice must state the day on which the person complied.

(1B) Where a company notifies the registrar in relation to the late compliance by a person with a notice given by the company under section 790E or 790EA, the notice must state the person’s name.

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

(3) In this section “name”, in relation to an individual, means their forename and surname.

Company’s duty to notify that it has given a restrictions notice

790ED

(1) A company that has issued a restrictions notice under paragraph 1(3) of Schedule 1B must notify the registrar.

(2) The notice must state the date on which the restrictions notice was given.

(3) The notice must be given within the period of 14 days beginning with the day on which the restrictions notice was given.

(4) In this section “restrictions notice” has the meaning given in paragraph 1(2) of Schedule 1B.

Company’s duty to notify that it has withdrawn a restrictions notice

790EE

(1) A company that has given a withdrawal notice must notify the registrar.

(2) The notice must state the date on which the withdrawal notice was given.

(3) The notice must be given within the period of 14 days beginning with the day on which the withdrawal notice was given.

(4) In this section “withdrawal notice” means a notice given by a company under paragraph 11 of Schedule 1B.

Company’s duty to notify that court has ended restrictions

790EF

(1) Where a court makes an order under paragraph 8 of Schedule 1B directing that a relevant interest in a company cease to be subject to restrictions set out in a restrictions notice given by the company, the company must give notice to the registrar.

(2) The notice must state—

(a) that the court has made an order under paragraph 8 of Schedule 1B directing that a relevant interest in the company cease to be subject to restrictions in a restrictions notice, and

(b) the date of the order.

(3) The notice must be given within the period of 14 days beginning with the day on which the company is made aware of the court’s order.

Failure by company to comply with information duties

790F

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

(a) the company, and

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

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

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

(b) on summary conviction—

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

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

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

Duty on others

Duty to notify company on becoming PSC

790G

(1) This section applies to a person if—

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

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

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

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

(2) The person must—

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

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

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

Duty to notify company of changes in PSC information

790H

(1) This section applies to a person if—

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

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

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

(2) The person must—

(a) inform the company of the change, and

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

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

Duty to notify company of ceasing to be a PSC

790HA

(1) This section applies to a person if—

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

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

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

(2) The person must inform the company—

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

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

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

Compliance

Enforcement of disclosure requirements

790I

Schedule 1B contains provisions for when a person (whether an individual or a legal entity) fails to comply with—

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

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

Power to impose further duties

Power to impose further duties involving nominee shareholders

790IA

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

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

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

(2) The regulations may, in particular—

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

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

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

(iii) any other information required by the regulations;

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

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

(ii) any other information required by the regulations.

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

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

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

Exemption from information and registration requirements

Power to make exemptions

790J

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

(2) The effect of an exemption is—

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

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

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

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

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

Required particulars

790K

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

(a) name,

(b) a service address,

(d) nationality,

(e) date of birth,

(f) usual residential address,

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

(h) the nature of his or her control over that company (see Schedule 1A), ...

(i) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

(a) name,

(b) principal office,

(ba) a service address,

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

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

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

(a) corporate or firm name,

(b) ... principal office,

(ba) a service address,

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

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

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

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

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

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

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

Required particulars: power to amend

790L

(1) The Secretary of State may by regulations—

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

(i) an individual who is a registrable person;

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

(iii) a registrable relevant legal entity;

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

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

CHAPTER 2A — Duty to notify registrar of persons with significant control and ID verification

Duty to notify registrar of persons with significant control

Duty to notify registrar of confirmed persons with significant control

790LA

(1) A company must give a notice to the registrar if it has had confirmation of—

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

(b) the required particulars of the person (see section 790K).

(2) A notice under subsection (1) must—

(a) contain a statement of the required particulars, and

(b) state the date on which the company had confirmation as mentioned in that subsection.

(3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.

(4) A company is not required to give a notice under this section in relation to a person if—

(a) the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and

(b) the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company.

(5) Nothing in section 126 (notice of trusts not receivable by registrar) affects the duty to give a notice under this section (or the receipt of that notice by the registrar).

Option to provide ID verification information in notice of change

790LB

(1) A notice under section 790LA(1) that relates to a registrable person may include a statement that the person’s identity is verified (see section 1110A).

(2) A notice under section 790LA(1) that relates to a registrable relevant legal entity may include a statement that—

(a) specifies the name of one of its relevant officers (within the meaning given by section 790LO(6)) who is an individual and whose identity is verified, and

(b) confirms that the individual’s identity is verified.

(3) If the notice includes a statement under subsection (2), it must be accompanied by a statement by the individual confirming that the individual is a relevant officer of the registrable relevant legal entity.

(4) To find out what happens if the option in subsection (1) or (2) is not exercised, see sections 790LM and 790LO.

(5) In subsection (1) “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

Duty to notify registrar of unconfirmed persons with significant control

790LC

(1) A company must give a notice to the registrar if—

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

(b) it has not yet had confirmation as mentioned in section 790LA(1).

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