The Companies and Limited Liability Partnerships (Annotation) Regulations 2025

Made: 12th May 2025

Laid before Parliament: 14th May 2025

Coming into force in accordance with regulation 1(2) and (3)

The Secretary of State makes these Regulations in exercise of the powers conferred by section 1081(2) of the Companies Act 2006[^f00001] and section 15(a) of the Limited Liability Partnerships Act 2000[^f00002].

Part 1 — Introductory

Citation, commencement, extent and interpretation

1

• (1) These Regulations may be cited as the Companies and Limited Liability Partnerships (Annotation) Regulations 2025.

• (2) Except for regulations 5 and 7(e), these Regulations come into force on 9th June 2025.

• (3) Regulations 5 and 7(e) come into force at the same time as section 790LA of the Companies Act 2006 (duty to notify registrar of confirmed persons with significant control)[^f00003] comes into force.

• (4) These Regulations extend to England and Wales, Scotland and Northern Ireland.

• (5) In these Regulations “the 2006 Act” means the Companies Act 2006[^f00004].

Part 2 — Annotations of the register

Annotation relating to director disqualification sanctions

2

• (1) The registrar may place a note in the register where the registrar is aware that a person who appears in the register as a director of a company is a person who is subject to director disqualification sanctions within the meaning of section 11A(4) of the Company Directors Disqualification Act 1986[^f00005].

• (2) The note must specify—

• (a) the date on which the person became subject to director disqualification sanctions,

• (b) where the note relates to a person acting in a capacity for which the person has the authority of a licence, or in respect of which an exception applies, by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018[^f00006], that fact; and

• (c) any reference number or code allocated to the person to identify them as a person subject to director disqualification sanctions.

Annotation to record non-compliance with section 1092A notice

3

• (1) Paragraph (2) applies where—

• (a) the registrar has given a person a notice under section 1092A of the 2006 Act (power to require information)[^f00007]; and

• (b) the person has not fully complied with the requirement in the notice before the expiry of the period for complying with it.

• (2) The registrar may place a note in the register stating those facts.

• (3) The reference in paragraph (1)(b) to the period for compliance with the notice includes such period as extended by the registrar.

Annotation relating to power to strike off company registered on a false basis

4

The registrar may place a note in the register where the registrar is intending to take, or has taken, steps under section 1002A of the 2006 Act (power to strike off company registered on false basis)[^f00008] to strike a company’s name off the register.

Annotations relating to persons with significant control

5

• (1) The registrar must place a note in the register to report that a registrable person’s particulars are not available for public inspection because restrictions under regulation 33 of the 2016 Regulations apply in relation to that registrable person’s secured information.

• (2) In this regulation—

• “registrable person” has the meaning given by section 790C of the 2006 Act (key terms);

• “the 2016 Regulations” means the Register of People with Significant Control Regulations 2016[^f00009];

• “secured information” has the meaning given by regulation 2 of the 2016 Regulations.

Part 3 — Annotations of the register of limited liability partnerships

Interpretation

6

In this Part—

• “the 2009 Regulations” means the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009[^f00010];

• “LLP” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000[^f00011].

Application of Part 2 to LLPs

7

Part 2 of these Regulations applies to LLPs with the following modifications—

• (a) references to “the register” are read as references to the register referred to in section 1080(2) of the 2006 Act as that subsection is applied to LLPs by regulation 63A of the 2009 Regulations;

• (b) references to a director of a company are read as references to a member of an LLP;

• (c) the reference in regulation 2 to the Company Directors Disqualification Act 1986 is read as a reference to that Act as applied to LLPs by regulation 4(2) of the Limited Liability Partnerships Regulations 2001[^f00012];

• (d) the reference in regulation 4 to section 1002A of the 2006 Act is read as a reference to that section as it is applied to LLPs by regulation 50A of the 2009 Regulations[^f00013];

• (e) in regulation 5(2)—

• (i) the definition of “registrable person” is read as if after “(key terms)” there were inserted “, as applied to LLPs by regulation 31B of the 2009 Regulations”;

• (ii) the definition of “the 2016 Regulations” is read as if after “Register of People with Significant Control Regulations 2016” there were inserted “, as applied to LLPs by regulation 4 of, and Schedule 2 to, the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (S.I. 2016/340) (application of the PSC Regulations)”;

• (iii) the definition of “secured information” is read as if after “the 2016 Regulations” there were inserted “, as applied to LLPs by regulation 4 of, and paragraph 1 of Schedule 2 to, the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016”.

Signed

Justin Madders — Parliamentary Under Secretary of State — Department for Business and Trade — 12th May 2025

Explanatory note

(This note is not part of the Regulations)

Explanatory Note

These Regulations provide the registrar with new powers and duties to annotate the register maintained under section 1080 of the Companies Act 2006 (c.46) (“the 2006 Act”), with a view to increasing transparency in line with the registrar’s objectives under section 1081A of the 2006 Act and providing clarity to people who inspect the register.

Regulation 2 empowers the registrar to annotate the register where it is apparent that a person who appears in the register as a director is subject to director disqualification sanctions within the meaning of section 11A(4) of the Company Directors Disqualification Act 1986 (c.46).

Regulation 3 makes provision for the registrar to annotate the register where a person has not fully complied with the requirements of a notice given under section 1092A of the 2006 Act (power to require information) to provide information.

Regulation 4 makes provision for the registrar to annotate the register where the registrar is intending to take, or has taken, steps under section 1002A of the 2006 Act (power to strike off company registered on a false basis) to strike a company’s name off the register.

Regulation 5 makes provision for the registrar to annotate the register to report that a registrable person’s particulars are not shown because of restrictions on disclosure of any of the registrable person’s particulars under regulation 33 of the Register of People with Significant Control Regulations 2016 (S.I. 2016/339).

Regulation 7 applies Part 2 of these Regulations to LLPs with modifications.

A full Impact Assessment has not been prepared for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.

Footnotes

[^f00001]: 2006 c. 46.

[^f00002]: 2000 c. 12.

[^f00003]: Section 790LA was inserted by section 51 of, and Schedule 2 to, the Economic Crime and Corporate Transparency Act 2023 (c. 56).

[^f00004]: 2006 c. 46.

[^f00005]: 1986 c. 46. Section 11A was inserted by section 36(2) of the Economic Crime and Corporate Transparency Act 2023 (c. 56).

[^f00006]: 2018 c. 13. Section 15(3A) was inserted by type=start slip=2025-07-01 time=1751550108612section 35(5)type=end slip=2025-07-01 time=1751550108612 of the Economic Crime and Corporate Transparency Act 2023.

[^f00007]: Section 1092A was inserted by section 83(2) of the Economic Crime and Corporate Transparency Act 2023.

[^f00008]: Section 1002A was inserted by section 70(2) of the Economic Crime and Corporate Transparency Act 2023.

[^f00009]: S.I. 2016/339.

[^f00010]: S.I. 2009/1804.

[^f00011]: 2000 c. 12.

[^f00012]: S.I. 2001/1090.

[^f00013]: Regulation 50A of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 was inserted by regulation 5 of the Limited Liability Partnerships (Application of Company Law) (No. 2) Regulations (S.I. 2024/1078).