Section 64 Identity verification of persons with significant controlI1I2

The Companies Act 2006 is amended as follows.

In section 790J (power to make exemptions), in subsection (2)(e), after “790LH” (inserted by Schedule 2 to this Act) insert “and 790LM to 790LS”.

After section 790LL (inserted by Schedule 2 to this Act) insert—

“Identity verification obligations for persons with significant control

Initial identity verification: registrable persons

790LM

(1)

This section applies in the following cases.

• Case 1 is where—

  1. (a)

     a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as someone who will, on the company’s incorporation, become a registrable person (“the registrable person”),

  2. (b)

     the application does not include a statement under section 12B(2) in respect of the registrable person or it appears to the registrar that the statement is false, and

  3. (c)

     the company has not given a notice under section 790LG(1) in respect of the person.

• Case 2 is where—

  1. (a)

     the registrar is notified under section 790LF that a person has become a registrable person in relation to a company (“the registrable person”), and

  2. (b)

     the notice does not include a statement under section 790LB(1) or it appears to the registrar that the statement is false.

(2)

The registrar must direct the registrable person to deliver to the registrar, within the period of 14 days beginning with the date of the direction, a statement confirming that the person’s identity is verified (see section 1110A).

(3)

The registrar may by further direction extend that period by up to 14 days at a time.

(4)

A direction under this section must be in writing.

(5)

A direction given to a person under this section lapses if notice is later given under section 790LG(1) in respect of that person.

(6)

In this section “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

Initial identity verification for registrable persons: transitional cases

790LN

(1)

A person must deliver to the registrar the statement required by this section if the person—

(a)

is a registrable person in relation to a company at any time during the appointed day, and

(b)

either—

(i)

became a registrable person on the incorporation of the company in pursuance of an application for registration delivered before section 12B(2) came fully into force, or

(ii)

became a registrable person, otherwise than on the incorporation of the company, before the day on which section 790LB(1) came fully into force.

(2)

The statement required by this section is a statement confirming that person’s identity is verified (see section 1110A).

(3)

A statement required by this section must be delivered within the period of 14 days beginning with the appointed day.

(4)

But the registrar may by direction in writing extend that period by up to 14 days at a time.

(5)

In this section—

• “the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;

• “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

(6)

The appointed day must not be before sections 12B(2) and 790LB(1) have been brought fully into force.

Initial identity verification: registrable relevant legal entities

790LO

(1)

This section applies in the following cases.

• Case 1 is where—

  1. (a)

     a company is incorporated in pursuance of an application for registration containing a statement under section 12A(1)(a) naming a person as a person who will, on the company’s incorporation become a registrable relevant legal entity (“the entity”),

  2. (b)

     the application does not include a statement under section 12B(3) in respect of the entity, or is not accompanied by a statement under section 12B(4) by the person whose name is specified in the statement under section 12B(3), or it appears to the registrar that either statement is false, and

  3. (c)

     the company has not given a notice under section 790LG(1) in respect of the entity.

• Case 2 is where—

  1. (a)

     the registrar is notified under section 790LA that a person has become a registrable relevant legal entity in relation to a company (“the entity”), and

  2. (b)

     the notice does not include a statement under section 790LB(2), or it is not accompanied by a statement under section 790LB(3), or it appears to the registrar that either statement is false.

(2)

The registrar must direct the entity to deliver to the registrar, within the period of 28 days beginning with the date of the direction—

(a)

a statement by the entity that—

(i)

specifies the name of one of its relevant officers who is an individual and whose identity is verified, and

(ii)

confirms that the individual’s identity is verified, and

(b)

a statement by the individual confirming that the individual is a relevant officer of the entity.

(3)

The registrar may by further direction extend that period by up to 28 days at a time.

(4)

A direction under this section must be in writing.

(5)

A direction given to an entity under this section lapses if notice is later given under section 790LG(1) in respect of that entity.

(6)

In subsection (2) “relevant officer”—

(a)

in relation to a company, means a director;

(b)

in relation to a legal entity the affairs of which are managed by its members, means one of those members;

(c)

in relation to any other legal entity, means an officer of the entity whose functions correspond to that of a director of a company.

Initial identity verification in respect of registrable relevant legal entities: transitional cases

790LP

(1)

A person must deliver to the registrar the statements required by this section if the person—

(a)

is a registrable relevant legal entity in relation to a company at any time during the appointed day, and

(b)

either—

(i)

became a registrable relevant legal entity on the incorporation of the company in pursuance of an application for registration delivered before section 12B(3) and (4) came fully into force, or

(ii)

became a registrable relevant legal entity, otherwise than on the incorporation of the company, before section 790LB(2) and (3) came fully into force.

(2)

The statements are—

(a)

a statement by the entity that—

(i)

specifies the name of one of its relevant officers who is an individual and whose identity is verified, and

(ii)

confirms that the individual’s identity is verified, and

(b)

a statement by the individual confirming that the individual is a relevant officer of the entity.

(3)

The statements required by this section must be delivered within the period of 28 days beginning with the appointed day.

(4)

But the registrar may by direction in writing extend that period by up to 28 days at a time.

(5)

In this section—

• “the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;

• “relevant officer” has the meaning given by section 790LO(6).

(6)

The appointed day must not be before sections 12B(3) and (4) and 790LB(2) and (3) have been brought fully into force.

Registrable persons: duty to maintain verified identity status

790LQ

(1)

A registrable person in relation to a company must ensure that, throughout the relevant period, they maintain the status of a person whose identity is verified (see section 1110A).

(2)

In this section “the relevant period” means the period—

(a)

beginning with—

(i)

the incorporation of the company, in a case where the person became a registrable person on its incorporation and the application for registration of the company included a statement under section 12B(2) in respect of the person,

(ii)

the delivery to the registrar of a statement in respect of the person under section 790LB(1), in a case where the person became a registrable person after the incorporation of the company and such a statement was delivered to the registrar,

(iii)

the expiry of the period for complying with the direction under section 790LM, in a case where a direction under that section is given to the person, and

(iv)

the expiry of the period for complying with section 790LN, in a case where that section applies to the person, and

(b)

ending on the giving of a notice to the registrar under section 790LF that the person has ceased to be a registrable person in relation to the company.

(3)

In this section “registrable person” does not include a person mentioned in section 790C(12)(a) to (d).

Registrable relevant legal entities: duty to maintain registered officer whose identity is verified

790LR

(1)

A registrable relevant legal entity in relation to a company must ensure that, throughout the relevant period, its registered officer—

(a)

is a relevant officer of the entity, and

(b)

is an individual whose identity is verified (see section 1110A).

(2)

In this section “registered officer”, in relation to a registrable relevant legal entity, means—

(a)

the person whose name is specified in—

(i)

a statement delivered to the registrar in respect of the entity under section 12B(3) or 790LB(2),

(ii)

a statement delivered to the registrar by the entity in pursuance of a direction under section 790LO(2), or

(iii)

a statement delivered to the registrar under section 790LP(2),

unless the entity has changed its registered officer under section 790LS, or

(b)

if the entity has changed its registered officer under section 790LS, the person specified in the latest notice under that section.

(3)

In this section “the relevant period” means the period—

(a)

beginning with—

(i)

the incorporation of the company, in a case where the entity became a relevant registrable legal entity on the incorporation of the company and the application for registration of the company included a statement under section 12B(3) in respect of the entity,

(ii)

the delivery to the registrar of a statement in respect of the registrable relevant legal entity under section 790LB(2), in a case where the entity became a relevant registrable legal entity after the incorporation of the company and such a statement was delivered to the registrar,

(iii)

the expiry of the period for complying with the direction 790LO, in a case where the entity is given a direction under that section, and

(iv)

the expiry of the period for complying with section 790LP, where that section applies to the entity, and

(b)

ending with the giving of a notice to the registrar under section 790LF that the entity has ceased to be a relevant registrable legal entity in relation to the company,

but see subsection (4).

(4)

If the registered officer of a registrable relevant legal entity ceases to be a relevant officer of that entity, “the relevant period” does not include the period of 28 days beginning with the day on which the person so ceases.

(5)

In this section “relevant officer” has the meaning given by section 790LO(6).

Registrable relevant legal entities: change of registered relevant officer

790LS

(1)

A registrable relevant legal entity may change its registered officer for the purposes of section 790LR by giving notice to the registrar.

(2)

The notice must include a statement by the entity that the new registered officer—

(a)

is a relevant officer of the entity, and

(b)

is an individual whose identity is verified (see section 1110A).

(3)

The notice must be accompanied by a statement by the individual who is the new registered officer confirming that the individual is a relevant officer of the registrable relevant legal entity.

(4)

In this section “relevant officer” has the meaning given by section 790LO(6).

Offence of failing to comply with sections 790LM to 790LR

790LT

(1)

It is an offence for a person to fail, without reasonable excuse, to comply with—

(a)

any of the following sections—

• section 790LN;

• section 790LP;

• section 790LQ;

• section 790LR;

(b)

a direction under section 790LM or 790LO.

(2)

Where an offence under this section is committed by a registrable relevant legal entity, every officer of the entity who is in default also commits the offence.

(3)

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 and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.”