The Register of People with Significant Control (Amendment) Regulations 2025 amend the Companies Act 2006 to improve the accuracy and timeliness of information about individuals and entities with significant control over companies.
The amendments add new notification duties for companies regarding compliance with requests for information, restrictions notices, and changes in the status of people with significant control.
They also clarify existing notification requirements, mandating more detail in the information provided to the registrar.
These changes aim to enhance transparency and strengthen enforcement mechanisms.
Arguments For
Improved Transparency and Accuracy: The amendments enhance the accuracy and timeliness of information regarding significant controllers of companies, promoting greater transparency in the UK business landscape.
Strengthened Enforcement: By clarifying notification requirements and adding new duties, the regulations aim to strengthen enforcement and deter non-compliance.
Alignment with Modern Practices: The changes reflect current best practices and ensure the register remains effective in its goal of identifying beneficial ownership, adapting to the evolving methods of controlling businesses.
Legal Basis in Companies Act 2006: The regulations derive their legitimacy directly from the Companies Act 2006, sections 790LI(1) and (2), and 1292(1)(b), providing a solid legal foundation.
Parliamentary Approval: A draft of the regulations received approval from both houses of Parliament, adhering to established legislative processes.
Arguments Against
Increased Burden on Companies: The added notification requirements might impose a considerable administrative burden on companies, particularly small and medium-sized enterprises (SMEs), requiring additional resources and expertise.
Potential for Unintended Consequences: The complexity of the regulations and their amendments could inadvertently lead to companies making mistakes in their reporting, creating potential for penalties and legal issues.
Cost of Compliance: Companies will incur costs associated with implementing the changes, such as training staff, updating internal processes, and potentially employing specialist legal or compliance services.
Overregulation Concerns: Some might argue that the regulations overreach the necessary level of regulation and that existing legislation is sufficient to achieve the intended aims.
Limited Impact Assessment: The Explanatory Note mentions that a full Impact Assessment was not considered necessary, potentially overlooking potential wider implications for compliance and reporting.
Part 1 Introductory
Citation and extent 1.
(1)
These Regulations may be cited as the Register of People with Significant Control (Amendment) Regulations 2025.
(2)
These Regulations extend to England and Wales, Scotland and Northern Ireland.
Commencement 2.
These Regulations come into force immediately after section 790LA of the Companies Act 2006 (duty to notify registrar of confirmed persons with significant control) comes fully into force.
Part 1 provides introductory information.Regulation 1 sets the title and geographical scope of the Regulations as the "Register of People with Significant Control (Amendment) Regulations 2025," applying to the entire UK. Regulation 2 specifies the commencement date – it will come into effect immediately after a related section of the Companies Act 2006 fully comes into force.
Part 2 Amendments to Part 21A of the 2006 Act
Interpretation 3.
In this Part “the 2006 Act” means the Companies Act 2006.
Amendments to Part 21A of the 2006 Act 4.
In section 790EB of the 2006 Act (company’s duty to notify failure to comply with notices)—
(a)
After subsection (1) insert—
(1A)
The notice must state the day on which the period mentioned in subsection (1) ends.
(1B)
Where a company notifies the registrar that a person has failed to comply with a notice given by the company under section 790E or 790EA, the notice must state the person’s name.
(b)
After subsection (2) insert—
(3)
In this section “name”, in relation to an individual, means their forename and surname.
5.
In section 790EC of the 2006 Act (company’s duty to notify of late compliance with notices)—
(a)
After subsection (1) insert—
(1A)
The notice must state the day on which the person complied.
(1B)
Where a company notifies the registrar in relation to the late compliance by a person with a notice given by the company under section 790E or 790EA, the notice must state the person’s name.
(b)
After subsection (2) insert—
(3)
In this section “name”, in relation to an individual, means their forename and surname.
6.
After section 790EC of the 2006 Act insert—
790ED. Company’s duty to notify that it has given a restrictions notice
(1)
A company that has issued a restrictions notice under paragraph 1(3) of Schedule 1B must notify the registrar.
(2)
The notice must state the date on which the restrictions notice was given.
(3)
The notice must be given within the period of 14 days beginning with the day on which the restrictions notice was given.
(4)
In this section “restrictions notice” has the meaning given in paragraph 1(2) of Schedule 1B.
790EE. Company’s duty to notify that it has withdrawn a restrictions notice
(1)
A company that has given a withdrawal notice must notify the registrar.
(2)
The notice must state the date on which the withdrawal notice was given.
(3)
The notice must be given within the period of 14 days beginning with the day on which the withdrawal notice was given.
(4)
In this section “withdrawal notice” means a notice given by a company under paragraph 11 of Schedule 1B.
790EF. Company’s duty to notify that court has ended restrictions
(1)
Where a court makes an order under paragraph 8 of Schedule 1B directing that a relevant interest in a company cease to be subject to restrictions set out in a restrictions notice given by the company, the company must give notice to the registrar.
(2)
The notice must state—
(a) that the court has made an order under paragraph 8 of Schedule 1B directing that a relevant interest in the company cease to be subject to restrictions in a restrictions notice, and
(b) the date of the order.
(3)
The notice must be given within the period of 14 days beginning with the day on which the company is made aware of the court’s order.
7.
In section 790F(1) of the 2006 Act (failure by company to comply with information duties), for “790EB or 790EC” substitute “790EB, 790EC, 790ED, 790EE or 790EF”.
8.
For section 790LA(2) of the 2006 Act (duty to notify registrar of confirmed persons with significant control) substitute—
(2)
A notice under subsection (1) must—
(a) contain a statement of the required particulars, and
(b) state the date on which the company had confirmation as mentioned in that subsection.
9.
For section 790LC(2) of the 2006 Act (duty to notify registrar of unconfirmed persons with significant control) substitute—
(2)
The notice must state—
(a) the matters mentioned in paragraph (a) and (b) of subsection (1), and
(b) the date on which the company first knew or had cause to believe that the person had become a registrable person or a registrable relevant legal entity in relation to the company.
10.
For section 790LD(2) of the 2006 Act (duties to notify of changes in required particulars) substitute—
(2)
The notice must state—
(a) the change in the required particulars,
(b) the date on which the change occurred, and
(c) the date on which the company had confirmation as mentioned in subsection (1).
11.
For section 790LE(3) of the 2006 Act (duty to notify of pre-incorporation changes in required particulars) substitute—
(3)
A notice under subsection (1) must state—
(a) the change in the required particulars,
(b) the date on which the change occurred, and
(c) the date on which the company had confirmation as mentioned in subsection (1).
12.
In section 790LF(2) of the 2006 Act (duty to notify registrar when person ceases to have significant control)—
(a)
For subsection (2) substitute—
(2)
A notice under subsection (1) must state—
(a) the person’s name,
(b) the date on which the person ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and
(c) the date on which the company had confirmation as mentioned in subsection (1).
(b)
After subsection (3) insert—
(4)
In this section “name” means, in relation to an individual, their forename and surname.
13.
(1)
Section 790LG of the 2006 Act (notification of someone not becoming person with significant control on incorporation) is amended in accordance with this regulation.
(2)
In subsection (1), after “knows” insert “or has cause to believe”.
(3)
After subsection (1) insert—
(1A)
A notice under subsection (1) must state the date on which the company first knew or had cause to believe the matter mentioned in that subsection.
(4)
In subsection (2), after “knowledge” insert “or cause to believe”.
14.
(1)
Section 790LH of the 2006 Act (duty to notify registrar if company ceases to have persons with significant control) is amended in accordance with this regulation.
(2)
In the heading, for “ceases to have” substitute “has no”.
(3)
For subsection (1) substitute—
(1)
A company must give a notice to the registrar if it knows or has cause to believe that there is no person who is a registrable person or registrable relevant legal entity in relation to the company.
(4)
After subsection (3) insert—
(4)
A company is not required to give a notice under this section if—
(a) the application for the registration of the company contained a statement of initial significant control stating that, on incorporation, there was no person who would become a registrable person or a registrable relevant legal entity in relation to the company, and
(b) the company has no cause to believe that at any time since its incorporation any person has become a registrable person or a registrable relevant legal entity in relation to the company.
(5)
In this section “statement of initial significant control” means the statement referred to in section 12A (statement of initial significant control).
Part 2 details amendments to Part 21A of the Companies Act 2006, concerning notifications about individuals and entities with significant control.
It amends sections 790EB and 790EC to require notification of the person's name in cases of non-compliance or late compliance.
It adds three new sections (790ED, 790EE, 790EF) establishing notification requirements for issuing, withdrawing, or court-ordered termination of restrictions notices.
Further amendments modify sections 790F, 790LA, 790LC, 790LD, 790LE, 790LF, 790LG, and 790LH to necessitate more precise and timely notifications about changes in the status or details of people with significant control, including adding required date information to several notifications and clarifying the conditions under which notifications are required.
In short, these regulations mandate more precise information and more timely reporting.
Part 3 Further duties on company to give notices concerning persons with significant control
15.
(1)
The Register of People with Significant Control Regulations 2016 are amended in accordance with this regulation.
(2)
After Part 3 (nature of control and foreign limited partners) insert—
Part 3A Further duties on company to give notices concerning persons with significant control
8A.
(1)
Where a company knows or has cause to believe that the information in a notice given by the company under any provision of the Act mentioned in paragraph (2) is no longer true, the company must give notice to the registrar.
(2)
The provisions are—
####### (a) section 790LC(1),
####### (b) section 790LH(1),
####### (c) section 790VA(2) where that subsection applied by virtue of subsection (1)(c) of that section.
(3)
Where the subscribers to a company gave a statement of initial significant control stating that no person would become a registrable person or registrable relevant legal entity on incorporation and the company subsequently comes to know or have cause to believe that it is no longer true that the company has no registrable persons or registrable relevant legal entities, the company must give notice to the registrar.
(4)
A notice given under paragraph (1) or (3) must state—
####### (a) what information about the company is no longer true, and
####### (b) the date on which the company first knew or had cause to believe the information is no longer true.
(5)
The notice must be given within the period of 14 days beginning with the date on which the company first knew or had cause to believe the information referred to in paragraph (1) or (3), as the case may be, is no longer true.
(6)
In paragraph (2)(c) the reference to section 790VA is to that section as it had effect prior to its repeal.
Part 3 introduces new duties for companies to report when previously submitted information regarding people with significant control becomes inaccurate.
This includes reporting when information given in various sections of the Companies Act 2006 is no longer accurate.
It also requires a notification if the initial statement of significant control (no PSCs reported on incorporation) is discovered to be incorrect.
These changes extend existing notification requirements for greater accuracy and transparency.