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

(1) Section 7 of the Enterprise Act 2002 (provision by CMA of information and advice to Ministers etc) is amended as follows.

(2) After subsection (1) insert—

(1A) The CMA may, in particular, carry out the function under subsection (1)(a) by making a proposal in the form of a recommendation to a Minister of the Crown about the potential effect of a proposal for Westminster legislation on competition within any market or markets in the United Kingdom for goods or services. (1B) The CMA must publish such a recommendation in such manner as the CMA considers appropriate for bringing the subject matter of the recommendation to the attention of those likely to be affected by it.

(3) After subsection (2) insert—

(3) In this section— - “market in the United Kingdom” includes— 1. so far as it operates in the United Kingdom or a part of the United Kingdom, any market which operates there and in another country or territory or in a part of another country or territory; and 2. any market which operates only in a part of the United Kingdom; - “Westminster legislation” means— 1. an Act of Parliament, or 2. subordinate legislation (within the meaning given by section 21 of the Interpretation Act 1978).

Liability of bodies concerned with accounting standards

Exemption from liability for bodies concerned with accounting standards etc

38

(1) After section 18 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 insert—

(18A) (1) The Secretary of State may by order or regulations provide for the exemption from liability in subsections (3) and (4) to apply to specified bodies or persons (referred to in this section as “exempt persons”). (2) The order or regulations may provide for the exemption to apply subject to specified conditions or for a specified period. (3) Neither the exempt person, nor any person who is (or is acting as) a member, officer or member of staff of the exempt person, is to be liable in damages for anything done, or omitted to be done, for the purposes of or in connection with— (a) the carrying on of those section 16(2) activities of the exempt person that are specified in relation to that person, or (b) the purported carrying on of any such activities. (4) Subsection (3) does not apply— (a) if the act or omission is shown to have been in bad faith, or (b) so as to prevent an award of damages in respect of the act or omission on the grounds that it was unlawful as a result of section 6(1) of the Human Rights Act 1998 (acts of public authorities incompatible with Convention rights). (5) In this section— - “section 16(2) activities” means activities concerned with any of the matters within section 16(2); - “specified” means specified in an order or regulations under this section. (6) Orders and regulations under this section— (a) are to be made by statutory instrument; (b) may make different provision for different cases; (c) may make transitional provision and savings. (7) A statutory instrument containing an order or regulations under this section is subject to annulment in pursuance of a resolution of either House of Parliament, subject to subsection (8). (8) An order or regulations under this section may be included in a statutory instrument which may not be made unless a draft of the instrument is laid before, and approved by a resolution of, each House of Parliament.

(2) Omit section 18 of that Act (exemption from liability for bodies to whom grants are paid).

(3) In section 66(2) of that Act (provisions extending to Northern Ireland) for “18” substitute “ 18A ”.

PART 3 — Public sector procurement

Regulations about procurement

39

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Investigation of procurement functions

40

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PART 4 — The Pubs Code Adjudicator and the Pubs Code

The Pubs Code Adjudicator

The Adjudicator

41

(1) A Pubs Code Adjudicator is established.

(2) Part 1 of Schedule 1 makes provision about the Adjudicator.

(3) Part 2 of that Schedule contains the Adjudicator's powers to require information.

(4) Part 3 of that Schedule contains amendments consequential on the establishment of the Adjudicator.

Pubs Code

42

(1) The Secretary of State must, before the end of the period of one year beginning with the day on which this section comes into force, make regulations about practices and procedures to be followed by pub-owning businesses in their dealings with their tied pub tenants.

(2) In this Part the regulations are referred to as “the Pubs Code”.

(3) The Secretary of State must seek to ensure that the Pubs Code is consistent with—

(a) the principle of fair and lawful dealing by pub-owning businesses in relation to their tied pub tenants;

(b) the principle that tied pub tenants should not be worse off than they would be if they were not subject to any product or service tie.

(4) The Pubs Code may, in particular—

(a) contain requirements as to the provision of information by pub-owning businesses to their tied pub tenants;

(b) require pub-owning businesses, in specified circumstances, to provide the following assessments in relation to their tied pub tenants—

(i) rent assessments, or

(ii) assessments of money payable by the tenant in lieu of rent;

(c) make provision about the information that such assessments must contain and how they are to be calculated and presented;

(d) specify that such assessments must be conducted in accordance with provisions of documents specified in the Pubs Code;

(e) where any document is specified for the purposes of paragraph (d), refer to the provisions of the document as amended from time to time;

(f) impose other obligations on pub-owning businesses in relation to their tied pub tenants.

(5) The Pubs Code may require pub-owning businesses to provide parallel rent assessments in relation to their tied pub tenants in specified circumstances, and in connection with such provision may —

(a) confer on the Adjudicator functions in relation to parallel rent assessments,

(b) require the payment of a fee by tied pub tenants to the Adjudicator in connection with the exercise of those functions, and

Pubs Code: market rent only option

43

(1) The Pubs Code must require pub-owning businesses to offer their tied pub tenants falling within section 70(1)(a) a market rent only option in specified circumstances.

(2) A “market rent only option” means the option for the tied pub tenant—

(a) to occupy the tied pub under a tenancy or licence which is MRO-compliant, and

(b) to pay in respect of that occupation—

(i) such rent as may be agreed between the pub-owning business and the tied pub tenant in accordance with the MRO procedure (see section 44), or

(ii) failing such agreement, the market rent.

(3) The Pubs Code may specify—

(a) circumstances in which a market rent only option must or may be an option to occupy under a tenancy;

(b) circumstances in which a market rent only option must or may be an option to occupy under a licence.

(4) A tenancy or licence is MRO-compliant if—

(a) taken together with any other contractual agreement entered into by the tied pub tenant with the pub-owning business in connection with the tenancy or licence it—

(i) contains such terms and conditions as may be required by virtue of subsection (5)(a),

(ii) does not contain any product or service tie other than one in respect of insurance in connection with the tied pub, and

(iii) does not contain any unreasonable terms or conditions, and

(b) it is not a tenancy at will.

(5) The Pubs Code may specify descriptions of terms and conditions—

(a) which are required to be contained in a tenancy or licence for it to be MRO-compliant;

(b) which are to be regarded as reasonable or unreasonable for the purposes of subsection (4).

(6) Provision made under subsection (1) must include provision requiring a pub-owning business to offer a tied pub tenant a market rent only option—

(a) in connection with the renewal of any of the pub arrangements;

(b) in connection with a rent assessment or assessment of money payable by the tenant in lieu of rent (whether or not it results in a proposal that the rent, or amount of money payable, should increase);

(c) in connection with a significant increase in the price at which any product or service which is subject to a product or service tie is supplied to the tied pub tenant where the increase was not reasonably foreseeable—

(i) when the tenancy or licence was granted, or

(ii) if there has been an assessment of a kind mentioned in paragraph (b), when the last assessment was concluded;

(d) after a trigger event has occurred.

(7) The Pubs Code may specify what “renewal” means in relation to a tenancy or a licence for the purposes of subsection (6).

(8) In subsection (6) “pub arrangements”, in relation to a tied pub, means—

(a) the tenancy or licence under which the tied pub is occupied, and

(b) any other contractual agreement which contains an obligation by virtue of which condition D in section 68 is met in relation to the premises.

(9) In this Part a “trigger event”, in relation to a tied pub tenant, means an event which—

(a) is beyond the control of the tied pub tenant,

(b) was not reasonably foreseeable as mentioned in subsection (6)(c),

(d) is of a description specified in the Pubs Code.

(10) In this Part “market rent”, in relation to the occupation of particular premises under a tenancy or licence which is MRO-compliant, means the estimated rent which it would be reasonable to pay in respect of that occupation on the following assumptions—

(a) that the tenancy or licence concerned is entered into—

(i) on the date on which the determination of the estimated rent is made,

(ii) in an arm's length transaction,

(iii) after proper marketing, and

(iv) between parties each of whom has acted knowledgeably, prudently and willingly, and

(b) that condition B in section 68 continues to be met.

Market rent only option: procedure

44

(1) The Pubs Code may—

(a) make provision about the procedure to be followed in connection with an offer of a market rent only option (referred to in this Part as “the MRO procedure”);

(b) confer functions on the Adjudicator in connection with that procedure.

(2) Provision made under subsection (1) may, in particular—

(a) make provision for the tied pub tenant to give notice to the pub-owning business that the tenant—

(i) considers that circumstances are such that the pub-owning business is required to offer the tenant a market rent only option, and

(ii) wishes to receive such an offer;

(b) specify a reasonable period (“the negotiation period”) during which the pub-owning business and the tied pub tenant may seek to agree the rent to be payable in respect of the tied pub tenant's occupation of the premises concerned under the proposed MRO-compliant tenancy or licence;

(c) require the appointment of a person (referred to in this Part as an “independent assessor”) to determine the market rent of the premises concerned in a case where, at the end of the negotiation period, the pub-owning business and the tied pub tenant have not reached agreement as mentioned in paragraph (b);

(d) require that appointment to be made by the pub-owning business and the tied pub tenant acting jointly or (where they cannot agree on a person to appoint) by the Adjudicator;

(e) require the Adjudicator to set criteria which a person must satisfy in order to be appointed as an independent assessor;

(f) require that the market rent must be determined by the independent assessor within a specified reasonable period;

(g) specify that the determination of the market rent by the independent assessor must be conducted in accordance with provisions of documents specified in the Pubs Code;

(h) where any document is specified for the purposes of paragraph (g), refer to the provisions of the document as amended from time to time.

(3) The Pubs Code may make provision for—

(a) the tenancy or licence under which the tied pub is occupied, and

(b) any other contractual agreement entered into by the tied pub tenant with the pub-owning business in connection with the tenancy or licence,

as they are in force when a notice is given by virtue of subsection (2)(a), to continue to have effect until such time as the MRO procedure has come to an end (regardless of whether any of the agreements would or could otherwise cease to have effect before that time).

(4) The Pubs Code may, for the purposes of subsection (3), specify the circumstances in which the MRO procedure is to be treated as having come to an end.

Market rent only option: disputes

45

(1) The Secretary of State may by regulations confer functions on the Adjudicator in connection with the resolution of disputes relating to the offer of a market rent only option.

(2) The regulations may, in particular, make provision concerning the resolution of disputes about whether—

(a) circumstances are such that a pub-owning business is required to offer a tied pub tenant a market rent only option;

(b) a proposed tenancy or licence is MRO-compliant;

(c) a determination of the market rent of a tenancy or licence made by an independent assessor has been made in accordance with the Pubs Code;

(d) any other requirement of the MRO procedure has been complied with.

(3) The regulations may, in particular, confer on the Adjudicator the function of determining the market rent of a tenancy or licence in such circumstances as may be specified in the regulations.

(4) Nothing in sections 48 to 52 applies in relation to provision made by virtue of section 43 or 44 but the regulations may include provision which is similar to that contained in or made under those sections.

Review of Pubs Code

46

(1) The Secretary of State must review the operation of the Pubs Code for each review period.

(2) The first review period is the period beginning on the date on which the Pubs Code 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) 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.

(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—

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