Legalize / United Kingdom / Public General Act

Small Business, Enterprise and Employment Act 2015

Type Public General Act

Publication 2015-03-26

Last updated 2025-06-19

State In force

Department Statute Law Database

Source legislation.gov.uk

articles Not indexed

Reform history JSON API

(a) publish a report of the findings of the review for that period, and

(b) lay a copy of the report before Parliament.

(5) In particular, the report must set out—

(a) the extent to which, in the Secretary of State's opinion, the Pubs Code is consistent with the principles set out in section 42(3), and

(b) any revisions of the Pubs Code which, in the Secretary of State's opinion, would enable the Pubs Code to reflect more fully those principles.

Inconsistency with Pubs Code etc

47

(1) The Secretary of State may by regulations make provision about terms of a tenancy or other agreement between a pub-owning business and a tied pub tenant—

(a) which are inconsistent with the Pubs Code,

(b) which purport to penalise the tenant for requiring the business to act, or not act, in accordance with any provision of the Pubs Code with which the business is bound to comply,

(c) which purport to provide that a rent assessment or assessment of money payable by the tenant in lieu of rent in relation to the tied pub—

(i) may be initiated only by the business, or

(ii) may only determine that the rent or money payable in lieu of rent is to be increased.

(2) The regulations may include provision about the effect of a term of a tenancy or other agreement being void or unenforceable as a result of the regulations.

(3) Regulations under subsection (1) may make provision about terms of tenancies or other agreements entered into before the date on which the regulations come into force.

(4) A term of any agreement between a pub-owning business and a tied pub tenant is void to the extent that it purports to—

(a) prevent the tenant from referring a dispute to the Adjudicator for arbitration in accordance with regulations under section 45 or in accordance with section 48, or

(b) penalise the tenant for making such a referral.

(5) A term of an arbitration agreement between a pub-owning business and a tied pub tenant is unenforceable to the extent that it is inconsistent with—

(a) regulations under section 45,

(b) section 50,

(d) regulations under section 51(7).

(6) Subsections (4) and (5) apply to agreements entered into before the date on which those subsections come into force, as well as those entered into on or after that date.

(7) The Secretary of State may by regulations make provision about the effect of a term of an agreement being void or unenforceable as a result of subsection (4) or (5).

Arbitration by Adjudicator

Referral for arbitration by tied pub tenants

48

(1) In accordance with the following provisions of this section and section 49, a tied pub tenant may refer a dispute between the tenant and the pub-owning business concerned to the Adjudicator for arbitration.

(2) If the Pubs Code specifies that particular provisions of the Pubs Code are arbitrable, a dispute may be referred to the Adjudicator only to the extent that it relates to an allegation by the tenant that the pub-owning business has failed to comply with an arbitrable provision of the Pubs Code.

(3) If the Pubs Code specifies that particular provisions of the Pubs Code are not arbitrable, a dispute may be referred to the Adjudicator only to the extent that it relates to an allegation by the tenant that the pub-owning business has failed to comply with any other provision of the Pubs Code.

(4) If the Pubs Code does not specify whether any of its provisions are arbitrable or not arbitrable, a dispute may be referred to the Adjudicator only to the extent that it relates to an allegation by the tenant that the pub-owning business has failed to comply with any provision of the Pubs Code.

(5) Where a dispute is referred for arbitration under this section, the Adjudicator must either—

(a) arbitrate the dispute, or

(b) appoint another person to arbitrate the dispute.

Timing of referral for arbitration by tied pub tenants

49

(1) This section makes provision as to the period within which a tied pub tenant may refer a dispute to the Adjudicator in accordance with section 48.

(2) Except in the case mentioned in subsection (3), the dispute may not be referred until after the expiry of the period of 21 days beginning with the date on which the tenant notifies the pub-owning business of the alleged non-compliance.

(3) Where the Pubs Code requires a pub-owning business to provide a parallel rent assessment within a period of time specified by the Adjudicator, a dispute which relates to an allegation that the pub-owning business has failed to comply with that requirement may not be referred until the day after the day on which the specified period ends.

(4) In all cases, a dispute may not be referred after the expiry of the period of 4 months beginning with the first date on which the dispute could have been referred.

Arbitration commenced by pub-owning businesses

50

(1) This section applies where—

(a) there is an arbitration agreement between a tied pub tenant and a pub-owning business, and

(b) the business commences arbitral proceedings about a matter which is, or which includes, a Pubs Code dispute between the business and the tenant.

(2) In this section a “Pubs Code dispute” means a dispute—

(a) which relates to an allegation by the tied pub tenant that the pub-owning business has failed to comply with a provision of the Pubs Code, and

(b) which the tenant would have been able to refer for arbitration by the Adjudicator in accordance with section 48 (were it not for the commencement of arbitral proceedings by the business).

(3) Subsection (4) applies where—

(a) in accordance with the arbitration agreement, the Adjudicator is appointed to arbitrate the Pubs Code dispute, or

(b) the tied pub tenant wishes the Adjudicator to be appointed to arbitrate that dispute, and has given notice to that effect in accordance with subsections (5) to (7).

(4) The Adjudicator must either—

(a) arbitrate the Pubs Code dispute, or

(b) appoint another person to arbitrate that dispute.

(5) Notice under subsection (3)(b) must be given in writing to—

(a) the pub-owning business, and

(b) the Adjudicator.

(6) In a case where the arbitration agreement provides for the arbitrator to be appointed by a person other than the pub-owning business or the tied pub tenant, notice under subsection (3)(b) must be given within 21 days beginning with the date on which that person notifies the tenant of the person proposed to be appointed as arbitrator.

(7) In any other case, notice under subsection (3)(b) must be given within 21 days beginning with the date on which arbitral proceedings commenced.

(8) Section 14 of the Arbitration Act 1996 makes provision about the commencement of arbitral proceedings.

Arbitration: supplementary

51

(1) Subsection (2) applies where a tied pub tenant—

(a) refers a dispute to the Adjudicator under section 48, or

(b) gives notice as mentioned in section 50(3)(b) that the tenant wishes the Adjudicator to be appointed to arbitrate a dispute.

(2) The tenant must pay a fee to the Adjudicator of an amount prescribed in regulations made by the Secretary of State (except in specified cases as mentioned in subsection (3)(b)).

(3) The regulations may make further provision as to the fee, and may in particular—

(a) specify when the fee must be paid,

(b) specify cases in which the tenant is not required to pay the fee,

(4) The following subsections apply in all cases where the Adjudicator or a person appointed by the Adjudicator arbitrates a dispute.

(5) Except where this Part makes different provision, the arbitration must be conducted in accordance with—

(a) the rules regarding arbitrations issued from time to time by the Chartered Institute of Arbitrators, or

(b) the rules of another dispute resolution body nominated by the arbitrator.

(6) The pub-owning business concerned must pay the reasonable fees and expenses of the arbitrator in respect of the arbitration, except where—

(a) the arbitration follows a referral by the tenant under section 48, and

(b) the arbitrator concludes that the referral was vexatious.

(7) The Secretary of State may by regulations make provision in relation to the costs payable by a tied pub tenant in respect of the arbitration, and the regulations may in particular—

(a) provide that those costs are limited to an amount prescribed in, or to be determined in accordance with, the regulations, and

(b) specify circumstances in which the arbitrator may make an award requiring the tenant to pay costs exceeding that amount.

Information about arbitration

52

(1) If the Adjudicator appoints another person as arbitrator under section 48(5)(b) or 50(4)(b), the Adjudicator may require the arbitrator, or the pub-owning business and tied pub tenant concerned, to provide information to assist the Adjudicator in carrying out functions under this Part.

(2) The Adjudicator may enforce the requirement to provide information by bringing civil proceedings to obtain an injunction.

Investigations by Adjudicator

Investigations

53

(1) The Adjudicator may investigate whether a pub-owning business has failed to comply with the Pubs Code if the Adjudicator has reasonable grounds to suspect that—

(a) the business has failed to comply with the Pubs Code, or

(b) the business has failed to follow a recommendation made under section 56.

(2) The Adjudicator may not carry out an investigation until the guidance required by section 61(1) has been published.

Investigation reports

54

(1) Following an investigation, the Adjudicator must—

(a) publish a report on the outcome of the investigation, and

(b) consider whether to use any of the enforcement powers mentioned in section 55.

(2) An investigation report must, in particular, specify—

(a) any findings that the Adjudicator has made,

(b) any action that the Adjudicator has taken or proposes to take, and

(3) An investigation report need not identify the pub-owning business concerned.

(4) If a pub-owning business is identified in a report, the business must have been given a reasonable opportunity to comment on a draft of the report before publication.

Forms of enforcement

55

(1) If, as a result of an investigation, the Adjudicator is satisfied that a pub-owning business has failed to comply with the Pubs Code, or has failed to follow a recommendation made under section 56, the Adjudicator may take one or more of the following enforcement measures—

(a) make recommendations;

(b) require information to be published;

(2) Where an investigation concerns two or more pub-owning businesses, the Adjudicator may decide—

(a) to take different enforcement measures against different businesses,

(b) not to take any enforcement measures against one or more of the businesses.

Recommendations

56

(1) If the Adjudicator chooses to enforce through making recommendations, that means recommending what the pub-owning business should do in order to comply with the Pubs Code, and specifying the time by which the business should do it.

(2) The Adjudicator must monitor whether a recommendation has been followed.

Requirements to publish information

57

(1) If the Adjudicator chooses to enforce through requiring information to be published, that means requiring the pub-owning business to publish information relating to the investigation.

(2) The publication requirement is imposed by giving the pub-owning business written notice specifying—

(a) what information is to be published,

(b) how it must be published, and

(3) The Adjudicator may enforce the requirement to publish information by bringing civil proceedings to obtain an injunction or any other appropriate remedy or relief.

Financial penalties

58

(1) If the Adjudicator chooses to enforce through imposing financial penalties, that means imposing a penalty on the pub-owning business of an amount not exceeding the permitted maximum (see subsection (6)).

(2) The financial penalty is imposed by giving the pub-owning business written notice specifying—

(a) the grounds for imposing the penalty,

(b) the amount of the penalty,

(d) how it must be paid.

(3) The pub-owning business may appeal to the High Court against—

(a) the imposition of a financial penalty, or

(b) its amount.

(4) Financial penalties under this section are recoverable by the Adjudicator as a debt.

(5) Financial penalties received by the Adjudicator must be paid into the Consolidated Fund.

(6) The Secretary of State must make regulations—

(a) specifying the permitted maximum, or

(b) specifying how the permitted maximum is to be determined.

Recovery of investigation costs

59

(1) The Adjudicator may require a pub-owning business to pay some or all of the costs of an investigation (including any costs incurred in exercising the enforcement powers) if satisfied that—

(a) the business has failed to comply with the Pubs Code, or

(b) the business has failed to follow a recommendation made under section 56.

(2) The Adjudicator may require a person to pay some or all of the costs of an investigation if—

(a) the Adjudicator carried out the investigation as a result of a complaint by the person, and

(b) the Adjudicator is satisfied that the complaint was vexatious or wholly without merit.

(3) A requirement to pay costs is imposed by giving written notice specifying—

(a) the grounds for imposing the requirement to pay costs,

(b) how much is to be paid,

(d) how they are to be paid.

(4) A person required to pay costs under this section may appeal to the High Court against—

(a) the imposition of the requirement, or

(b) the amount to which it relates.

(5) Costs required to be paid under this section are recoverable by the Adjudicator as a debt.

Advice and guidance by Adjudicator

Advice

60

The Adjudicator may give advice on any matter relating to the Pubs Code to—

(a) tied pub tenants,

(b) any organisation representing the interests of tied pub tenants,

(d) any organisation representing the interests of pub-owning businesses.

Guidance

61

(1) The Adjudicator must publish guidance about—

(a) the criteria that the Adjudicator intends to adopt in deciding whether to carry out investigations,

(b) the practices and procedures that the Adjudicator intends to adopt in carrying out investigations,

(c) the criteria that the Adjudicator intends to adopt in choosing whether to use the enforcement powers and which ones, and

(d) the criteria that the Adjudicator intends to adopt in deciding the amount of any financial penalty under section 58.

(2) In addition, the Adjudicator may publish guidance about the practices and procedures that the Adjudicator intends to adopt in carrying out other functions.

(3) The Adjudicator may publish guidance about—

(a) the application of any provision of the Pubs Code;

(b) steps that pub-owning businesses need to take in order to comply with the Pubs Code;

(4) Before publishing guidance under this section, the Adjudicator must consult any persons the Adjudicator thinks appropriate.

(5) The Adjudicator must publish the first guidance under subsection (1)(a), (b), (c) and (d) within 6 months beginning with the day on which section 41 comes into force.

(6) Where there is any guidance in force under this section, the Adjudicator must take account of it in carrying out functions.

Adjudicator's reporting requirements

Annual report

62

(1) After the end of each reporting period, the Adjudicator must prepare and publish a report describing what the Adjudicator has done during the period.

(2) The report must include a summary of—

(a) arbitrations conducted by the Adjudicator,

(b) investigations carried out by the Adjudicator,

(d) cases in which the Adjudicator has exercised functions in relation to the offer of a market rent only option or the provision of parallel rent assessments.

(3) If the Adjudicator has made recommendations under section 56, the report must include an assessment of whether they have been followed.

(4) As well as publishing the report, the Adjudicator must send a copy to the Secretary of State.

(5) The Secretary of State must lay a copy of the report before Parliament.

(6) In this section “reporting period” means—

(a) the period beginning with the day on which section 41 comes into force and ending with the following 31 March, and

(b) each successive period of 12 months.

Funding of Adjudicator

Levy funding

63

(1) The Adjudicator may require pub-owning businesses to pay in each financial year a levy towards the Adjudicator's expenses.

(2) Before imposing a levy, the Adjudicator must obtain the Secretary of State's consent.

(3) In deciding the amount of a levy, the Adjudicator must take into account any sums received or expected to be received from other sources.

(4) The Adjudicator may take into account estimated as well as actual expenses.

(5) The Adjudicator may require different pub-owning businesses or different descriptions of pub-owning businesses to pay different amounts of levy, but any differences must be based on criteria broadly intended to reflect the expense and time that the Adjudicator expects to spend in dealing with matters relating to different pub-owning businesses.

(6) The Adjudicator must inform each pub-owning business of—

(a) the amount of any levy payable by the business,

(b) when payments are due, and

(7) A levy required to be paid under this section is recoverable by the Adjudicator as a debt.

(8) The Adjudicator must publish details of levies and an explanation of how the amounts have been decided (including any criteria under subsection (5)).

(9) If the Adjudicator has a surplus, the Adjudicator may repay some or all of it to pub-owning businesses.

(10) In subsection (9) “surplus” means money held by the Adjudicator at the end of a financial year less liabilities shown in the Adjudicator's statement of accounts for that financial year.

Loans by Secretary of State

64

The Secretary of State may make loans to the Adjudicator.

Supervision of Adjudicator

Review of Adjudicator and guidance from Secretary of State

65

(1) The Secretary of State must review the Adjudicator's performance for each review period.

(2) The first review period is the period beginning on the day on which section 41 comes into force and ending 2 years after the following 31 March.

(3) Subsequent review periods are each successive period of 3 years after the first review period.

(4) A review must, in particular, assess how effective the Adjudicator has been in enforcing the Pubs Code.

(5) A review may consider whether it would be desirable to amend or replace any regulations for the time being in force under section 51(2) or (7) or 58(6).

(6) As soon as practicable after a review period, the Secretary of State must—

(a) publish a report of the findings of the review for that period, and

(b) lay a copy of the report before Parliament.

(7) As a result of the findings of a review, the Secretary of State may give guidance to the Adjudicator about any matter relating to the Adjudicator's functions.

(8) The Adjudicator must take account of the guidance in carrying out functions.

Abolition of Adjudicator

66

(1) The Secretary of State may by regulations abolish the Adjudicator—

(a) if, as a result of the findings of a review, the Secretary of State is satisfied that the Adjudicator has not been sufficiently effective in securing compliance with the Pubs Code to justify the continued existence of an Adjudicator,

(b) if, as a result of the findings of a review, the Secretary of State is satisfied that it is no longer necessary for there to be an Adjudicator to secure compliance with the Pubs Code, or

(2) The regulations may include provision transferring the Adjudicator's property, rights and liabilities.

(3) For the purpose of giving effect to the abolition of the Adjudicator, the regulations may amend or repeal this Part or any other enactment, including an enactment comprised in subordinate legislation within the meaning of the Interpretation Act 1978.

Information to Secretary of State

67

The Secretary of State may require the Adjudicator to provide information to assist the Secretary of State in carrying out functions under this Part.

Supplementary

“Tied pub”

68

(1) In this Part a “tied pub” means premises in relation to which conditions A to D are met.

(2) Condition A is that the premises have a premises licence authorising the retail sale of alcohol for consumption on the premises.

(3) Condition B is that the main activity or one of the main activities carried on at the premises is the retail sale of alcohol to members of the public for consumption on the premises.

(4) Condition C is that the premises are occupied under a tenancy or licence.

(5) Condition D is that the tenant or licensee of the premises is subject to a contractual obligation that some or all of the alcohol to be sold at the premises is supplied by—

(a) the landlord or a person who is a group undertaking in relation to the landlord, or

(b) a person nominated by the landlord or by a person who is a group undertaking in relation to the landlord.

(6) But condition D is not met if the contractual obligation is a stocking requirement.

(7) The contractual obligation is a stocking requirement if—

(a) it relates only to beer or cider (or both) produced by the landlord or by a person who is a group undertaking in relation to the landlord,

(b) it does not require the tied pub tenant to procure the beer or cider from any particular supplier, and

(c) it does not prevent the tied pub tenant from selling at the premises beer or cider produced by a person not mentioned in paragraph (a) (whether or not it restricts such sales).

(8) In subsection (7), “beer” and “cider” have the same meanings as in the Alcoholic Liquor Duties Act 1979 (see section 1 of that Act).

(9) In this section—

“alcohol” has the meaning given by section 191 of the Licensing Act 2003;

“premises licence” has the same meaning as in that Act.

“Pub-owning business”

69

(1) A person is a “pub-owning business” for the purposes of this Part—

(a) in the period beginning with the day on which the Pubs Code comes into force and ending with the following 31 March, if immediately before the Pubs Code comes into force the person was the landlord of 500 or more tied pubs;

(b) in any subsequent financial year, if for a period of—

(i) at least 6 months in the previous financial year, in the case of a subsequent financial year ending before 1 April 2023, or

(ii) at least 3 months in the previous financial year, in the case of a subsequent financial year ending after 31 March 2023,

the person was the landlord of 500 or more tied pubs.

(2) For the purposes of calculating the number of tied pubs of which a person (“L”) is the landlord, any tied pub the landlord of which is a person who is a group undertaking in relation to L is treated as a tied pub of which L is the landlord.

(3) A person not falling within subsection (1) and who is the landlord of a tied pub occupied by a tied pub tenant who has extended protection in relation to that tied pub is also a pub-owning business for the purposes of this Part in relation to that occupation.

(4) A tied pub tenant has “extended protection in relation to a tied pub” if—

(a) the tenant occupies the tied pub under a tenancy or licence at a time when the landlord is a person who is a pub-owning business by virtue of subsection (1), and

(b) before the end of that tenancy or licence the landlord is no longer such a person (whether because of a transfer of title or because the landlord ceases to fall within subsection (1)).

(5) But a tied pub tenant ceases to have “extended protection in relation to a tied pub” on the earlier of—

(a) the end of the tenancy or licence concerned, and

(b) the conclusion of the first rent assessment or assessment of money payable in lieu of rent to be provided after the landlord is no longer a person who is a pub-owning business by virtue of subsection (1).

(6) The Secretary of State may for the purposes of subsections (4) and (5) by regulations specify—

(a) when a tenancy or licence ends;

(b) when a rent assessment or assessment of money payable in lieu of rent is concluded.

(7) Nothing in sections 43 to 45 and sections 53 to 59 has effect in relation to a person who is a pub-owning business by virtue of subsection (3).

(8) The Secretary of State may by regulations specify circumstances in which a person who is a group undertaking in relation to a pub-owning business—

(a) is to be treated, or

(b) may if the Adjudicator so determines be treated,

as a pub-owning business (as well as or instead of any other person) for the purposes of any provision of or made under this Part.

(9) The Secretary of State may by regulations—

(a) amend subsection (1)(a) or (b) so as to substitute a different number of tied pubs, or a different period, from the number or period for the time being specified there,

(b) make provision in relation to the calculation of the number of tied pubs, whether by amending subsection (2) or otherwise.

“Tied pub tenant”, “landlord”, “tenancy” and “licence”

70

(1) In this Part a “tied pub tenant” means a person—

(a) who is the tenant or licensee of a tied pub, or

(b) who is a party to negotiations relating to the prospective tenancy of or licence to occupy premises which are, or on completion of the negotiations are expected to be, a tied pub.

(2) In this Part—

“landlord” means—in relation to a tied pub occupied under a tenancy, the immediate landlord, orin relation to a tied pub occupied under a licence, the licensor;

“licence” means a licence to occupy premises; and “licensee” is to be construed accordingly;

“tenancy” means a tenancy created either immediately or derivatively out of the freehold, whether—by a lease or sub-lease,by an agreement for a lease or sub-lease,by a tenancy agreement or sub-tenancy agreement, orin pursuance of a provision of, or made under, an Act,and includes a tenancy at will.

(3) Where two or more persons jointly constitute either the landlord or the tied pub tenant, any reference in this Part to the landlord or to the tied pub tenant is a reference to both or all of the persons who jointly constitute the landlord or the tied pub tenant, as the case may require.

Power to grant exemptions from Pubs Code

71

(1) The Secretary of State may by regulations provide that the Pubs Code does not, or specified provisions of the Pubs Code do not, apply in relation to—

(a) the dealings of pub-owning businesses—

(i) with tied pub tenants of a specified description, or

(ii) in relation to tied pubs of a specified description;

(b) the dealings of a specified pub-owning business or pub-owning businesses of a specified description—

(i) with their tied pub tenants or tied pub tenants of a specified description, or

(ii) in relation to their tied pubs or tied pubs of a specified description.

(2) Regulations under subsection (1) may, in particular, specify a description of pub-owning businesses or tied pub tenants by reference to—

(a) the nature of the tenancy or licence, or

(b) the nature of any other contractual agreement entered (or to be entered) into by the tied pub tenant with the pub-owning business, or a person nominated by that business, in connection with the tenancy or licence.

(3) The regulations may provide for circumstances in which a tied pub of a specified description is to be disregarded for the purposes of determining under section 69 whether a person is a pub-owning business.

(4) In this section “specified” means specified in regulations.

Interpretation: other provision

72

(1) In this Part—

“the Adjudicator” means the Pubs Code Adjudicator;

“arbitration agreement” has the same meaning as in section 6 of the Arbitration Act 1996;

“financial year” means a period of 12 months beginning with 1 April and ending with 31 March;

“group undertaking” has the meaning given by section 1161 of the Companies Act 2006;

“independent assessor” has the meaning given by section 44;

“market rent” and “market rent only option” have the meanings given by section 43;

“MRO procedure” has the meaning given by section 44;

“MRO-compliant”, in relation to a tenancy or licence, has the meaning given by section 43;

“parallel rent assessment” has such meaning as may be prescribed in regulations made by the Secretary of State;

“product or service tie” means a product tie or a service tie;

“product tie” means any contractual obligation, other than a stocking requirement, of a tied pub tenant that a product to be sold at the tied pub must be supplied by—the landlord of the tied pub or a person who is a group undertaking in relation to the landlord, ora person nominated by the landlord or by a person who is group undertaking in relation to the landlord;

“the Pubs Code” means the regulations under section 42;

“service tie” means any contractual obligation of a tied pub tenant to receive a service supplied by—the landlord of the tied pub or a person who is a group undertaking in relation to the landlord, ora person nominated by the landlord or by a person who is a group undertaking in relation to the landlord;

“stocking requirement” has the meaning given by section 68.

(2) In this Part, references to “rent”, in relation to a licence to occupy, are to be read as references to the fee payable in respect of the licence.

Regulations under this Part

73

(1) Subject to subsection (2), regulations under this Part are subject to affirmative resolution procedure.

(2) Regulations under section 66(1)(c) are subject to negative resolution procedure.

(3) If a draft of an instrument containing regulations under section 71 would, apart from this subsection, be treated for the purposes of the Standing Orders of either House of Parliament as a hybrid instrument, it is to proceed as if it were not such an instrument.

PART 5 — Childcare and schools

Funding for free of charge early years provision

74

(1) In section 13A of the Childcare Act 2006 (supply of information: free of charge early years provision)—

(a) in subsection (3), after “provision” insert “ or for funding related to free of charge early years provision ”;

(b) in subsection (6), after “provision” insert “ or for funding related to free of charge early years provision ”.

(2) In section 13B of that Act (unauthorised disclosure of information received under section 13A), in subsection (2)(b), after “provision” insert “ or for funding related to free of charge early years provision ”.

Exemption from requirement to register as early years provider

75

(1) In section 34(2) of the Childcare Act 2006 (requirement to register: other early years providers) for “three” substitute “ two ”.

(2) In section 40(1)(b) of that Act (duty to implement Early Years Foundation Stage) for “3” substitute “ 2 ”.

(3) In section 63(3) of that Act (applications for registration on the general register)—

(a) in the words before paragraph (a), for “three” substitute “ two ”;

(b) in paragraph (c) (as it has effect prior to the coming into force of paragraph 35(4) of Schedule 1 to the Education and Skills Act 2008) for “three” substitute “ two ”.

(4) In section 99(1)(b) of that Act (provision of information about young children: England) for “3” substitute “ 2 ”.

(5) In section 94(5)(b) of the Education and Skills Act 2008 (independent educational institution standards) for “three” substitute “ two ”.

Childminding other than on domestic premises

76

(1) Section 96 of the Childcare Act 2006 (meaning of early years and later years provision etc.) is amended in accordance with subsections (2) to (5).

(2) In subsection (4) (definition of “early years childminding”)—

(a) omit “on domestic premises”, and

(b) after “reward” insert “ , where at least half of the provision is on domestic premises ”.

(3) In subsection (5) (exception to subsection (4))—

(a) for “on domestic premises for reward” substitute “ which would otherwise fall within subsection (4) ”, and

(b) omit “on the premises”.

(4) In subsection (8) (definition of “later years childminding”)—

(a) omit “on domestic premises”, and

(b) after “reward” insert “ , where at least half of the provision is on domestic premises ”.

(5) In subsection (9) (exception to subsection (8))—

(a) for “on domestic premises for reward” substitute “ which would otherwise fall within subsection (8) ”, and

(b) omit “on the premises”.

(6) In section 34 of that Act (requirement to register: other early years providers)—

(a) after subsection (1) insert—

(1ZA) Subsection (1) does not apply in relation to early years provision— (a) if it is early years childminding in respect of which the person providing it is required to be registered under section 33(1), or (b) if it would be early years childminding but for section 96(5) and in respect of which the person providing it is required to be registered under subsection (1A).

, and

(b) in subsection (1A) omit “on domestic premises”.

(7) In section 53 of that Act (requirement to register: other later years providers)—

(a) after subsection (1) insert—

(1ZA) Subsection (1) does not apply in relation to later years provision— (a) if it is later years childminding in respect of which the person providing it is required to be registered under section 52(1), or (b) if it would be later years childminding but for section 96(9) and in respect of which the person providing it is required to be registered under subsection (1A).

, and

(b) in subsection (1A) omit “on domestic premises”.

Registration of childcare: premises

77

Schedule 2 makes amendments for the purpose of removing the requirement for certain childcare providers to be registered under the Childcare Act 2006 in respect of each premises from which they operate.

PART 6 — Education evaluation

Assessments of effectiveness

78

(1) Part 3 of the Education and Skills Act 2008 is amended as follows.

(2) In section 87 (benefit and training information)—

(a) in each of subsections (2)(a) and (3)(a) omit “who has attained the age of 19”;

(b) in subsection (3)(c) omit “(whether before or after the individual attained the age of 19)”;

(d) in subsection (4)(b) and (c) omit “such”, in each place.

(3) Omit section 91(6) (references to training or education do not include references to higher education).

(4) In consequence of the amendments made by subsections (1) to (3)—

(a) for the Part heading substitute “ Assessments of effectiveness of education and training etc ”;

(b) omit the italic heading before section 87.

Qualifications

79

(1) After section 253 of the Apprenticeships, Skills, Children and Learning Act 2009 insert—

(253A) (1) A person in England may, in prescribed circumstances, provide student information of a prescribed description to— (a) the Secretary of State, (b) an information collator, (c) a prescribed person, or (d) a person falling within a prescribed category. (2) A person in Wales may, in prescribed circumstances, provide student information of a prescribed description to— (a) the Welsh Ministers, (b) an information collator, (c) a prescribed person, or (d) a person falling within a prescribed category. (3) In subsection (2) “prescribed” means prescribed in regulations made by the Welsh Ministers. (4) Subject to subsection (5)(a), information received under or by virtue of this section is not to be published in any form which identifies the individual to whom it relates. (5) This section— (a) does not affect any power to provide or publish information which exists apart from this section, and (b) is subject to any express restriction on the provision of information imposed by another enactment. (6) In this section— - “information collator” means any body which, for the purposes of or in connection with functions of the Secretary of State or the Welsh Ministers, is responsible for collating or checking information relating to regulated qualifications or relevant qualifications; - “regulated qualification” has the meaning given by section 130(1); - “relevant qualification” has the meaning given by section 30(5) of the Education Act 1997; - “student information” means information (whether obtained under this section or otherwise) relating to an individual who is seeking or has sought to obtain, or has obtained, a regulated qualification or a relevant qualification

(2) In section 262 of the Apprenticeships, Skills, Children and Learning Act 2009 (orders and regulations)—

(a) in subsection (1) (orders and regulations to be made by statutory instrument etc) after “Part 3 or 4” insert “ , or section 253A ”, and

(b) in subsection (9) (statutory instruments which are subject to annulment in pursuance of a resolution of the National Assembly for Wales if containing regulations etc made by the Welsh Ministers) for “or 107” substitute “ , 107 or 253A ”.

Destinations

80

Before section 50 of the Further and Higher Education Act 1992 insert—

(49B) (1) The Secretary of State may provide destination information to the governing body of an institution in England within the further education sector. (2) The Welsh Ministers may provide destination information to the governing body of an institution in Wales within the further education sector. (3) In this section “destination information”, in relation to an institution, means information which— (a) relates to a former student of the institution, and (b) includes information as to prescribed activities of the former student after leaving the institution. (4) Regulations under subsection (3)(b) which prescribe activities as to which the Welsh Ministers may provide information are to be made by the Welsh Ministers. (5) Subject to subsection (6)(a), information received under this section is not to be published in any form which identifies the individual to whom it relates. (6) This section— (a) does not affect any power to provide or publish information which exists apart from this section, and (b) is subject to any express restriction on the provision of information imposed by another enactment.

PART 7 — Companies: Transparency

Register of people with significant control

81

Schedule 3 amends the Companies Act 2006 to require companies to keep a register of people who have significant control over the company.

Review of provisions about PSC registers

82

(1) The Secretary of State must before the end of the review period—

(a) carry out a review of Part 21A of the Companies Act 2006 (inserted by Schedule 3 to this Act) and of other provisions of the Companies Act 2006 inserted by this Act that relate to that Part, and

(b) prepare and publish a report setting out the conclusions of the review.

(2) The report must in particular—

(a) set out the objectives intended to be achieved by the provisions of the Companies Act 2006 mentioned in subsection (1)(a),

(b) assess the extent to which those objectives have been achieved, and

(c) assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved in another way that imposed less regulation.

(3) The Secretary of State must lay the report before Parliament.

(4) The “review period” is the period of 3 years beginning with the day on which section 92 (duty to deliver confirmation statement instead of annual return) comes into force.

Register of interests disclosed

Amendment of section 813 of the Companies Act 2006

83

In section 813 of the Companies Act 2006 (register of interests disclosed: refusal of inspection or default in providing copy), in subsection (1), for the words “an order of the court” substitute “ section 812 ”.

84

(1) In section 779 of the Companies Act 2006 (issue and effect of share warrant to bearer), after subsection (3) insert—

(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.

(2) For the heading of that section substitute “ Prohibition on issue of new share warrants and effect of existing share warrants ”.

(3) Schedule 4—

(a) makes provision for arrangements by which share warrants issued before this section comes into force are to be converted into registered shares or cancelled, and

(b) makes amendments consequential on that provision.

85

(1) This section applies in the case of a company limited by shares if, immediately before the day on which section 84 comes into force, the company's articles contain provision authorising the company to issue share warrants (“the offending provision”).

(2) The company may amend its articles for the purpose of removing the offending provision—

(a) without having passed a special resolution as required by section 21 of the Companies Act 2006;

(b) without complying with any provision for entrenchment which is relevant to the offending provision (see section 22 of that Act).

(3) Section 26 of the Companies Act 2006 sets out the duty of a company to send the registrar a copy of its articles where they have been amended.

(4) Expressions defined for the purposes of the Companies Act 2006 have the same meaning in this section as in that Act.

Review of section 84

86

(1) The Secretary of State must, as soon as reasonably practicable after the end of the period of 5 years beginning with the day on which section 84 comes into force—

(a) carry out a review of section 84, and

(b) prepare and publish a report setting out the conclusions of the review.

(2) The report must in particular—

(a) set out the objectives intended to be achieved by the section, and

(b) assess the extent to which those objectives have been achieved.

(3) The Secretary of State must lay the report before Parliament.

Corporate directors

Requirement for all company directors to be natural persons

87

(1) The Companies Act 2006 is amended as follows.

(2) Omit section 155 (companies required to have at least one director who is a natural person).

(3) In section 156 (direction requiring company to make appointment)—

(a) in subsection (1), for “section 155” substitute “ provision by virtue of section 156B(4) ”;

(b) in subsection (4), for “of section 154 or 155” substitute “ as mentioned in subsection (1) ”.

(4) Before section 157 (and after the preceding cross-heading) insert—

(156A) (1) A person may not be appointed a director of a company unless the person is a natural person. (2) Subsection (1) does not prohibit the holding of the office of director by a natural person as a corporation sole or otherwise by virtue of an office. (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. (5) This section has effect subject to section 156B (power to provide for exceptions from requirement that each director be a natural person). (6) If a purported appointment is made in contravention of this section, an offence is committed by— (a) the company purporting to make the appointment, (b) where the purported appointment is of a body corporate or a firm that is a legal person under the law by which it is governed, that body corporate or firm, and (c) every officer of a person falling within paragraph (a) or (b) who is in default. For this purpose a shadow director is treated as an officer of a company. (7) 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. (156B) (1) The Secretary of State may make provision by regulations for cases in which a person who is not a natural person may be appointed a director of a company. (2) The regulations must specify the circumstances in which, and any conditions subject to which, the appointment may be made. (3) Provision made by virtue of subsection (2) may in particular include provision that an appointment may be made only with the approval of a regulatory body specified in the regulations. (4) The regulations must include provision that a company must have at least one director who is a natural person (and for this purpose the requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office). (5) Regulations under this section may amend section 164 so as to require particulars relating to exceptions to be contained in a company's register of directors. (6) The regulations may make different provision for different parts of the United Kingdom. This is without prejudice to the general power to make different provision for different cases. (7) Regulations under this section are subject to affirmative resolution procedure. (156C) (1) In this section “the relevant day” is the day after the end of the period of 12 months beginning with the day on which section 156A comes into force. (2) Where— (a) a person appointed a director of a company before section 156A comes into force is not a natural person, and (b) the case is not one excepted from that section by regulations under section 156B, that person ceases to be a director on the relevant day. (3) The company must— (a) make the necessary consequential alteration in its register of directors, and (b) give notice to the registrar of the change in accordance with section 167. (4) If an election is in force under section 167A in respect of the company, the company must, in place of doing the things required by subsection (3), deliver to the registrar in accordance with section 167D the information of which the company would otherwise have been obliged to give notice under subsection (3). (5) If it appears to the registrar that— (a) a notice should have, but has not, been given in accordance with subsection (3)(b), or (b) information should have, but has not, been delivered in accordance with subsection (4), the registrar must place a note in the register recording the fact.

Review of section 87

88

(1) The Secretary of State must, before the end of each review period—

(a) carry out a review of section 87, and

(b) prepare and publish a report setting out the conclusions of the review.

(2) The report must in particular—

(a) set out the objectives intended to be achieved by the section,

(b) assess the extent to which those objectives have been achieved, and

(c) assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved in another way which imposed less regulation.

(3) The Secretary of State must lay the report before Parliament.

(4) Each of the following is a review period for the purposes of this section—

(a) the period of 5 years beginning with the day on which section 87 comes into force (whether wholly or partly), and

(b) each successive period of 5 years.

Shadow directors

Application of directors’ general duties to shadow directors

89

(1) In section 170 of the Companies Act 2006 (scope and nature of general duties of directors) for subsection (5) substitute—

(5) The general duties apply to a shadow director of a company where and to the extent that they are capable of so applying.

(2) The Secretary of State may by regulations make provision about the application of the general duties of directors to shadow directors.

(3) The regulations may, in particular, make provision—

(a) for prescribed general duties of directors to apply to shadow directors with such adaptations as may be prescribed;

(b) for prescribed general duties of directors not to apply to shadow directors.

(4) In this section—

“director” and “shadow director” have the same meanings as in the Companies Act 2006;

“general duties of directors” means the duties specified in sections 171 to 177 of that Act;

“prescribed” means prescribed in regulations.

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

Shadow directors: definition

90

(1) In section 251 of the Insolvency Act 1986 (expressions used generally), in the definition of “shadow director”, for the words from “(but” to the end substitute

, but so that a person is not deemed a shadow director by reason only that the directors act— (a) on advice given by that person in a professional capacity; (b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment (within the meaning given by section 1293 of the Companies Act 2006); (c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)

(2) In section 22(5) of the Company Directors Disqualification Act 1986 (definition of “shadow director”) for the words from “(but” to the end substitute “, but so that a person is not deemed a shadow director by reason only that the directors act—

(a) on advice given by that person in a professional capacity;

(b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;

(c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)”.

(3) In section 251(2) of the Companies Act 2006 (definition of “shadow director”) for the words “on advice given by him in a professional capacity” substitute

— (a) on advice given by that person in a professional capacity; (b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment; (c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)

(4) In section 1293 of the Companies Act 2006 (meaning of “enactment”) after paragraph (a) insert—

(aa) an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

Shadow directors: provision for Northern Ireland

91

(1) In Article 5(1) of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (interpretation), in the definition of “shadow director”, for the words from “(but” to the end substitute

, but so that a person is not deemed a shadow director by reason only that the directors act— (a) on advice given by that person in a professional capacity; (b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under a statutory provision; (c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)

(2) In Article 2(2) of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) (interpretation), in the definition of “shadow director”, for the words from “(but” to the end substitute

, but so that a person is not deemed a shadow director by reason only that the directors act— (a) on advice given by that person in a professional capacity; (b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under a statutory provision; (c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)

PART 8 — Company filing requirements

Annual return reform

Duty to deliver confirmation statement instead of annual return

92

For Part 24 of the Companies Act 2006 (annual return) substitute—

(853A) (1) Every company must, before the end of the period of 14 days after the end of each review period, deliver to the registrar— (a) such information as is necessary to ensure that the company is able to make the statement referred to in paragraph (b), and (b) a statement (a “confirmation statement”) confirming that all information required to be delivered by the company to the registrar in relation to the confirmation period concerned under any duty mentioned in subsection (2) either— (i) has been delivered, or (ii) is being delivered at the same time as the confirmation statement. (2) The duties are— (a) any duty to notify a relevant event (see section 853B); (b) any duty under sections 853C to 853I. (3) In this Part “confirmation period”— (a) in relation to a company's first confirmation statement, means the period beginning with the day of the company's incorporation and ending with the date specified in the statement (“the confirmation date”); (b) in relation to any other confirmation statement of a company, means the period beginning with the day after the confirmation date of the last such statement and ending with the confirmation date of the confirmation statement concerned. (4) The confirmation date of a confirmation statement must be no later than the last day of the review period concerned. (5) For the purposes of this Part, each of the following is a review period— (a) the period of 12 months beginning with the day of the company's incorporation; (b) each period of 12 months beginning with the day after the end of the previous review period. (6) But where a company delivers a confirmation statement with a confirmation date which is earlier than the last day of the review period concerned, the next review period is the period of 12 months beginning with the day after the confirmation date. (7) For the purpose of making a confirmation statement, a company is entitled to assume that any information has been properly delivered to the registrar if it has been delivered within the period of 5 days ending with the date on which the statement is delivered. (8) But subsection (7) does not apply in a case where the company has received notice from the registrar that such information has not been properly delivered. (853B) The following duties are duties to notify a relevant event— (a) the duty to give notice of a change in the address of the company's registered office (see section 87); (b) in the case of a company in respect of which an election is in force under section 128B (election to keep membership information on central register), the duty to deliver anything as mentioned in section 128E; (c) the duty to give notice of a change as mentioned in section 167 (change in directors or in particulars required to be included in register of directors or register of directors' residential addresses); (d) in the case of a company in respect of which an election is in force under section 167A (election to keep information in register of directors or register of directors' residential addresses on central register), the duty to deliver anything as mentioned in section 167D; (e) in the case of a private company with a secretary or a public company, the duty to give notice of a change as mentioned in section 276 (change in secretary or joint secretaries or in particulars required to be included in register of secretaries); (f) in the case of a private company with a secretary in respect of which an election is in force under section 279A (election to keep information in register of secretaries on central register), the duty to deliver anything as mentioned in section 279D; (g) in the case of a company in respect of which an election is in force under section 790X (election to keep information in PSC register on central register), the duty to deliver anything as mentioned in section 790ZA; (h) in the case of a company which, in accordance with regulations under section 1136, keeps any company records at a place other than its registered office, any duty under the regulations to give notice of a change in the address of that place. (853C) (1) This section applies where— (a) a company makes a confirmation statement, and (b) there has been a change in the company's principal business activities during the confirmation period concerned. (2) The company must give notice to the registrar of the change at the same time as it delivers the confirmation statement. (3) The information as to the company's new principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities. (853D) (1) This section applies where a company having a share capital makes a confirmation statement. (2) The company must deliver a statement of capital to the registrar at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if there has been no change in any of the matters required to be dealt with by the statement of capital since the last such statement was delivered to the registrar. (4) The statement of capital must state with respect to the company's share capital at the confirmation date— (a) the total number of shares of the company, (b) the aggregate nominal value of those shares, (c) the aggregate amount (if any) unpaid on those shares (whether on account of their nominal value or by way of premium), and (d) for each class of shares— (i) prescribed particulars of the rights attached to the shares, (ii) the total number of shares of that class, and (iii) the aggregate nominal value of shares of that class. (853E) (1) This section applies where a company having a share capital makes a confirmation statement. (2) The company must deliver to the registrar a statement dealing with the matters mentioned in subsection (4) at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if and to the extent that the last statement delivered to the registrar under this section applies equally to the confirmation period concerned. (4) The matters are— (a) whether any of the company's shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom, and (b) if so, whether both of the conditions mentioned in subsection (5) were satisfied throughout the confirmation period concerned. (5) The conditions are that— (a) there were shares of the company which were shares admitted to trading on a relevant market; (b) the company was a DTR5 issuer. (6) In this Part— - “DTR5 issuer” means an issuer to which Chapter 5 of the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (as amended or replaced from time to time) applies; - “relevant market” means any of the markets mentioned in article 4(1) of the Financial Services and Markets Act 2000 (Prescribed Markets and Qualifying Investments) Order 2001. (853F) (1) This section applies where— (a) a non-traded company makes a confirmation statement, and (b) there is no election in force under section 128B in respect of the company. (2) A “non-traded company” is a company none of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom. (3) The company must deliver the information falling within subsection (5) to the registrar at the same time as it delivers the confirmation statement. (4) Subsection (3) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (5) The information is— (a) the name (as it appears in the company's register of members) of every person who was at any time during the confirmation period a member of the company, (b) the number of shares of each class held at the end of the confirmation date concerned by each person who was a member of the company at that time, (c) the number of shares of each class transferred during the confirmation period concerned by or to each person who was a member of the company at any time during that period, and (d) the dates of registration of those transfers. (6) The registrar may impose requirements about the form in which information of the kind mentioned in subsection (5)(a) is delivered for the purpose of enabling the entries on the register relating to any given person to be easily found. (853G) (1) This section applies where a traded company makes a confirmation statement. (2) A “traded company” is a company any of whose shares were, at any time during the confirmation period concerned, shares admitted to trading on a relevant market or on any other market which is outside the United Kingdom. (3) But a company is not a traded company if throughout the confirmation period concerned— (a) there were shares of the company which were shares admitted to trading on a relevant market, and (b) the company was a DTR5 issuer. (4) The company must deliver the information falling within subsection (6) to the registrar at the same time as it delivers the confirmation statement. (5) Subsection (4) does not apply if and to the extent the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (6) The information is— (a) 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 concerned, held at least 5% of the issued shares of any class of the company, and (b) the number of shares of each class held by each such person at that time. (853H) (1) This section applies where a company— (a) which is not a DTR5 issuer, and (b) to which Part 21A does not apply (information about people with significant control, see section 790B), makes a confirmation statement. (2) The company must deliver to the registrar a statement of the fact that it is a company to which Part 21A does not apply at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if the last statement delivered to the registrar under this section applies equally to the confirmation period concerned. (853I) (1) This section applies where— (a) a company to which Part 21A (information about people with significant control) applies makes a confirmation statement, and (b) there is no election in force under section 790X in respect of the company. (2) The company must deliver the information stated in its PSC register to the registrar at the same time as it delivers the confirmation statement. (3) Subsection (2) does not apply if and to the extent that the information most recently delivered to the registrar under this section applies equally to the confirmation period concerned. (4) “PSC register” has the same meaning as in Part 21A (see section 790C). (853J) (1) The Secretary of State may by regulations make provision about the duties on a company in relation to the delivery of information falling within section 853E(4), 853F(5), 853G(6), 853H(2) or 853I(2) (referred to in this section as “relevant information”). (2) The regulations may, in particular, make provision requiring relevant information to be delivered— (a) on such occasions as may be prescribed; (b) at such intervals as may be prescribed. (3) The regulations may amend or repeal the provisions of sections 853A, 853B and 853E to 853I. (4) The regulations may provide— (a) that where a company fails to comply with any duty to deliver relevant information an offence is committed by— (i) the company, (ii) every director of the company, (iii) in the case of a private company with a secretary or a public company, every secretary of the company, and (iv) every other officer of the company who is in default; (b) that a person guilty of such an offence is liable on summary conviction— (i) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (ii) 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; (c) that, in the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under provision made under paragraph (a) in relation to the initial contravention but who is in default in relation to the continued contravention; (d) that a person guilty of such an offence is liable on summary conviction— (i) in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default; (ii) in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default. (5) The regulations may provide that, for the purposes of any provision made under subsection (4), a shadow director is to be treated as a director. (6) Regulations under this section are subject to affirmative resolution procedure. (853K) (1) The Secretary of State may by regulations make further provision as to the duties to deliver information to the registrar to which a confirmation statement is to relate. (2) The regulations may— (a) amend or repeal the provisions of sections 853A to 853I, and (b) provide for exceptions from the requirements of those sections as they have effect from time to time. (3) Regulations under this section which provide that a confirmation statement must relate to a duty to deliver information not for the time being mentioned in section 853A(2) are subject to affirmative resolution procedure. (4) Any other regulations under this section are subject to negative resolution procedure. (853L) (1) If a company fails to deliver a confirmation statement before the end of the period of 14 days after the end of a review period an offence is committed by— (a) the company, (b) every director of the company, (c) in the case of a private company with a secretary or a public company, every secretary of the company, and (d) every other officer of the company who is in default. For this purpose a shadow director is treated as a director. (2) A person guilty of an offence under subsection (1) is liable on summary conviction— (a) in England and Wales to a fine, and, for continued contravention, a daily default fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale; (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. (3) The contravention continues until such time as a confirmation statement specifying a confirmation date no later than the last day of the review period concerned is delivered by the company to the registrar. (4) It is a defence for a director or secretary charged with an offence under subsection (1)(b) or (c) to prove that the person took all reasonable steps to avoid the commission or continuation of the offence. (5) In the case of continued contravention, an offence is also committed by every officer of the company who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention. (6) A person guilty of an offence under subsection (5) is liable on summary conviction— (a) in England and Wales, to a fine not exceeding the greater of £500 and one-tenth of level 4 on the standard scale for each day on which the contravention continues and the person is in default; (b) in Scotland or Northern Ireland, to a fine not exceeding one-tenth of level 5 on the standard scale for each day on which the contravention continues and the person is in default.

93

(1) The Companies Act 2006 is amended as follows.

(2) In section 9 (registration documents), in subsection (5)—

(a) omit the “and” after paragraph (a), and

(b) after paragraph (b) insert

; and (c) a statement of the type of company it is to be and its intended principal business activities.

(3) Also in section 9, after subsection (5) insert—

(5A) The information as to the company's type must be given by reference to the classification scheme prescribed for the purposes of this section. (5B) The information as to the company's intended principal business activities may be given by reference to one or more categories of any prescribed system of classifying business activities.

(4) In section 108 (statement of capital required where company re-registering as a limited company already has share capital), in subsection (2), for paragraph (b) substitute—

(b) (if different) the last statement of capital sent by the company.

(5) In section 1078 (documents subject to Directive disclosure requirements), in subsection (2)—

(a) for the heading “Accounts, reports and returns” substitute “ Accounts and reports etc ”, and

(b) under that heading, for “The company's annual return” substitute “ Any confirmation statement delivered by the company under section 853A. ”

(6) In section 1169 (dormant companies), in subsection (3)(b)(iv), for “an annual return” substitute “ a confirmation statement ”.

(7) In Schedule 8 (index of defined expressions)—

(a) omit the entries for “annual return”, “non-traded company” and “return period”, and

(b) in the appropriate places insert—

confirmation date (in Part 24)	section 853A(3)

confirmation period (in Part 24)	section 853A(3)

confirmation statement	section 853A(1)

DTR5 issuer (in Part 24)	section 853E(6)

relevant market (in Part 24)	section 853E(6)

, and

review period (in Part 24)	section 853A(5) and (6)

Additional information on the register

Option for companies to keep information on central register

94

Schedule 5 amends the Companies Act 2006 to give private companies the option of keeping certain information on the register kept by the registrar instead of keeping it on their own registers.

Recording of optional information on register

95

(1) After section 1084 of the Companies Act 2006 insert—

(1084A) (1) The Secretary of State may make provision by regulations authorising a company or other body to deliver optional information of a prescribed description to the registrar. (2) In this section “optional information”, in relation to a company or other body, means information about the company or body which, but for the regulations, the company or body would not be obliged or authorised under any enactment to deliver to the registrar. (3) The regulations may, in particular, include provision— (a) imposing requirements on a company or other body in relation to keeping any of its optional information recorded on the register up to date; (b) about the consequences of a company or other body failing to do so. (4) Regulations under this section are subject to affirmative resolution procedure.

(2) In section 1059A of that Act (scheme of Part 35), in subsection (2), after the entry in the list for section 1083 insert— “ section 1084A (recording optional information on register), ”.

Information about dates of birth

Protection of information about a person’s date of birth

96

(1) Part 35 of the Companies Act 2006 (the registrar of companies) is amended as follows.

(2) In section 1087 (material not available for public inspection), in subsection (1), after paragraph (d) insert—

(da) information falling within section 1087A(1) (information about a person's date of birth);

(3) After that section insert—

(1087A) (1) Information falls within this subsection at any time (“the relevant time”) if— (a) it is DOB information, (b) it is contained in a document delivered to the registrar that is protected at the relevant time as regards that information, (c) the document is one in which such information is required to be stated, and (d) if the document has more than one part, the part in which the information is contained is a part in which such information is required to be stated. (2) “DOB information” is information as to the day of the month (but not the month or year) on which a relevant person was born. (3) A “relevant person” is an individual— (a) who is a director of a company, or (b) whose particulars are stated in a company's PSC register as a registrable person in relation to that company (see Part 21A). (4) A document delivered to the registrar is “protected” at any time unless— (a) it is an election period document, (b) subsection (7) applies to it at the time, or (c) it was registered before this section comes into force. (5) As regards DOB information about a relevant person in his or her capacity as a director of the company, each of the following is an “election period document”— (a) a statement of the 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). (6) As regards DOB information about a relevant person in his or her capacity as someone whose particulars are stated in the company's PSC register, each of the following is an “election period document”— (a) 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; (b) 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); (c) a document delivered by the company under section 790ZA (duty to notify registrar of changes while election in force). (7) This subsection applies to a document if— (a) the DOB information relates to the relevant person in his or her capacity as a director of the company, (b) an election under section 167A is or has previously been in force in respect of the company's register of directors, (c) the document was delivered to the registrar at some point before that election took effect, (d) the relevant person was a director of the company when that election took effect, and (e) the document was either— (i) a statement of proposed officers delivered under section 9 naming the relevant person as someone who was to be a director of the company, or (ii) notice given under section 167 of the relevant person having become a director of the company. (8) Information about a person does not cease to fall within subsection (1) when he or she ceases to be a relevant person and, to that extent, references in this section to a relevant person include someone who used to be a relevant person. (9) Nothing in subsection (1) obliges the registrar to check other documents or (as the case may be) other parts of the document to ensure the absence of DOB information. (1087B) (1) The registrar must not disclose restricted DOB information unless— (a) the same information about the relevant person (whether in the same or a different capacity) is made available by the registrar for public inspection as a result of being contained in another description of document in relation to which no restriction under section 1087 applies (see subsection (2) of that section), or (b) disclosure of the information by the registrar is permitted by subsection (2) or another provision of this Act. (2) The registrar may disclose restricted DOB information— (a) to a public authority specified for the purposes of this subsection by regulations made by the Secretary of State, or (b) to a credit reference agency. (3) Subsections (3) to (8) of section 243 (permitted use or disclosure of directors' residential addresses etc by the registrar) apply for the purposes of subsection (2) as for the purposes of that section (reading references there to protected information as references to restricted DOB information). (4) This section does not apply to restricted DOB information about a relevant person in his or her capacity as someone whose particulars are stated in the company's PSC register if an application under regulations made under section 790ZG (regulations for protecting PSC particulars) has been granted with respect to that information and not been revoked. (5) “Restricted DOB information” means information falling within section 1087A(1).

Statements of capital etc

Contents of statements of capital

97

Schedule 6 amends the Companies Act 2006 to alter the content of statements of capital required under various provisions of that Act.

Public companies: information about aggregate amount paid up on shares

98

(1) The Companies Act 2006 is amended as follows.

(2) In section 94 (application for re-registration as a public company), in subsection (2)—

(a) omit the “and” at the end of paragraph (c), and

(b) after paragraph (d) insert

; and (e) a statement of the aggregate amount paid up on the shares of the company on account of their nominal value.

(3) In section 762 (procedure for a public company to obtain a trading certificate), in subsection (1)—

(a) omit the “and” at the end of paragraph (c), and

(b) after paragraph (d), insert

, 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.

(4) In section 1078 (documents subject to Directive disclosure requirements)—

(a) in subsection (3), under the heading “Share capital”, after the entry numbered 11 insert—

(12) Any statement delivered under section 762(1)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).

, and

(b) after subsection (3) insert—

(3A) In the case of a private company which applies to re-register as a public company, the statement delivered under section 94(2)(e) (statement of the aggregate amount paid up on shares on account of their nominal value).

Registered office disputes

Address of company registered office

99

(1) After section 1097 of the Companies Act 2006 insert—

(1097A) (1) The Secretary of State may make provision by regulations requiring the registrar, on application, to change the address of a company's registered office if the registrar is satisfied that the company is not authorised to use the address. (2) The applicant and the company must provide such information as the registrar may require for the purposes of determining such an application. (3) The regulations may make provision as to— (a) who may make an application, (b) the information to be included in and documents to accompany an application, (c) the notice to be given of an application and of its outcome, (d) the period in which objections to an application may be made, (e) how an application is to be determined, including in particular the evidence, or descriptions of evidence, which the registrar may without further enquiry rely on to be satisfied that the company is authorised to use the address, (f) the referral of the application, or any question relating to the application, by the registrar for determination by the court, (g) the registrar requiring a company to provide an address to be the company's registered office, (h) the nomination by the registrar of an address (a “default address”) to be the company's registered office, (i) the effect of the registration of any change. (4) Subject to further provision which may be made by virtue of subsection (3)(i), the change takes effect upon it being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at the address previously registered. (5) Provision made by virtue of subsection (3)(i) may in particular include provision, in relation to the registration of a default address— (a) for the suspension, for up to 28 days beginning with the date on which it is registered, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information, (b) that the default address may not be used for the purpose of keeping the company's registers, indexes or other documents, (c) for there to be no requirement that documents delivered to the default address for the company must be opened, (d) for the collection of such documents by the company, or the forwarding of such documents to the company, (e) for the circumstances in which, and the period of time after which, such documents may be destroyed, (f) about evidence, or descriptions of evidence, that the registrar may require a company to provide if giving notice to the registrar to change the address of its registered office from a default address. (6) The applicant or the company may appeal the outcome of an application under this section to the court. (7) On an appeal, the court must direct the registrar to register such address as the registered office of the company as the court considers appropriate in all the circumstances of the case. (8) The regulations may make further provision about an appeal and in particular— (a) provision about the time within which an appeal must be brought and the grounds on which an appeal may be brought, (b) provision for the suspension, pending the outcome of an appeal, of duties of the company under this Act relating to the inspection of company records or to the provision, disclosure or display of information, (c) further provision about directions by virtue of subsection (7). (9) The regulations may include such provision applying (including applying with modifications), amending or repealing an enactment contained in this Act as the Secretary of State considers necessary or expedient in consequence of any provision made by the regulations. (10) Regulations under this section are subject to affirmative resolution procedure.

(2) In section 1087(1) of that Act (material not available for public inspection), after paragraph (g) insert—

(ga) any application or other document delivered to the registrar under section 1097A (rectification of company registered office) other than an order or direction of the court;

Director disputes

100

(1) The Companies Act 2006 is amended as follows.

(2) In section 12 (statement of proposed officers), for the first sentence of subsection (3) substitute—

The statement must also include a statement by the subscribers to the memorandum of association that each of the persons named as a director, as secretary or as one of the joint secretaries has consented to act in the relevant capacity.

(3) In section 95 (statement of proposed secretary), for the first sentence of subsection (3) substitute—

The statement must also include a statement by the company that the person named as secretary, or each of the persons named as joint secretaries, has consented to act in the relevant capacity.

(4) In section 167 (duty to notify registrar of changes), in subsection (2), for paragraph (b) substitute—

(b) be accompanied by a statement by the company that the person has consented to act in that capacity.

(5) In section 276 (duty to notify registrar of changes), in subsection (2), for “consent by that person” substitute “ statement by the company that the person has consented ”.

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