These regulations empower the registrar to annotate company and limited liability partnership (LLP) registers with information regarding director disqualifications, non-compliance with information requests, company registration on false bases, and restrictions on public access to registrable person's particulars.
The goal is to improve transparency and clarity for those reviewing the registers, thus aiding better risk assessment and enforcement.
Specific provisions detail how these annotations will be made, clarifying the relevant information to be included and the timing of implementation.
Arguments For
Increased Transparency: The regulations aim to improve transparency in company and LLP registers by adding annotations for various significant events, allowing easier identification of potential risks or issues.
Enhanced Clarity for Register Inspectors: The annotations provide clearer information for anyone inspecting the register, improving understanding and facilitating quicker risk assessments.
Improved Enforcement: Annotations related to non-compliance or potential wrongdoing may serve as a deterrent and aid enforcement efforts related to company and LLP regulations.
Legal Basis: The regulations rely upon established enabling legislation (Companies Act 2006 and Limited Liability Partnerships Act 2000).
Arguments Against
Potential for Increased Administrative Burden: Implementing the new annotation requirements may increase the workload for the registrar, potentially leading to delays in processing other filings.
Data Privacy Concerns: The annotations may reveal sensitive information, raising concerns about data protection and potential harm to individuals or businesses involved.
Unintended Consequences: The impact of the regulations on the business environment and related stakeholders is uncertain and potential unforeseen consequences could arise.
Alternative Approaches: The stated aims could potentially be reached through other methods, such as improving the existing search functionality in the registers, or enhancing information dissemination methods rather than using annotations.
Part 1Introductory
Citation, commencement, extent and interpretation1.
(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)
(4)
These Regulations extend to England and Wales, Scotland and Northern Ireland.
(5)
In these Regulations “the 2006 Act”
means the Companies Act 20064.
Part 1 introduces the regulations.
Section 1(1) provides the official title.
Section 1(2) sets the commencement date (June 9th, 2025) with exceptions for sections 5 and 7(e).
Section 1(3) clarifies the later effective date for sections 5 and 7(e), linking it to section 790LA of the Companies Act 2006.
Section 1(4) states the geographical extent across the UK. Finally, Section 1(5) defines 'the 2006 Act'.
Part 2Annotations of the register
Annotation relating to director disqualification sanctions2.
(1)
(2)
The note must specify—
(a)
the date on which the person became subject to director disqualification sanctions,
(b)
(c)
any reference number or code allocated to the person to identify them as a person subject to director disqualification sanctions.
Part 2 concerns annotations to the register.
Section 2 details when the registrar can add a note about director disqualifications.
Section 2(1) states the condition for adding a note.
Section 2(2) mandates that such a note contains: (a) the disqualification date; (b) whether a licence or exception under the Sanctions and Anti-Money Laundering Act 2018 applies; and (c) an identifying reference number or code.
Annotation to record non-compliance with section 1092A notice3.
(1)
Paragraph (2) applies where—
(a)
(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 basis4.
Annotations relating to persons with significant control5.
(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 20169;
“secured information”
has the meaning given by regulation 2 of the 2016 Regulations.
Section 3 describes when the registrar will add a note to the register for non-compliance with a section 1092A information request notice. Sections 3(1)(a) and (b) outline the conditions.
Section 3(2) authorises the placement of the note.
Section 3(3) clarifies the compliance period.
Section 4 details the annotation protocol if the registrar takes, or plans to take, steps to remove a company's name due to false registration.
Section 5 mandates a note reporting inaccessibility of a registrable person's details owing to restrictions under regulation 33 of the 2016 Regulations.
Section 5(2) defines 'registrable person', 'the 2016 Regulations', and 'secured information'.
Part 3Annotations of the register of limited liability partnerships
Interpretation6.
In this Part—
Application of Part 2 to LLPs7.
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)
(d)
(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”
Part 3 adapts the register annotation provisions to LLPs.
Section 6 defines 'the 2009 Regulations' and 'LLP'.
Section 7 applies Part 2 to LLPs but with modifications: (a) redefining 'the register'; (b) replacing 'director' with 'member'; (c) adjusting Act references applying to LLPs; (d) adjusting section 1002A references; and (e) further adjusting section 5(2) definitions of registrable person, the 2016 Regulations, and secured information for applying to LLPs.