(1)The Companies Act 2006 is amended as follows.
(2)In section 243 (permitted disclosure by registrar), for subsection (6) substitute—
“(6)Regulations under subsection (4) may in particular confer a discretion on the registrar.
(6A)Provision under subsection (5)(d) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application.”
(3)In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—
(4)After section 1110D (inserted by section 87 of this Act) insert—
Any person may disclose information to the registrar for the purposes of the exercise of any of the registrar’s functions.
(1)The registrar may disclose information—
(a)to any person for purposes connected with the exercise of any of the registrar’s functions;
(b)to a public authority for purposes connected with the exercise of any of that public authority’s functions;
(c)to a person of a description, and for a purpose, specified in regulations made by the Secretary of State for the purposes of this paragraph.
(2)Regulations under subsection (1)(c) are subject to affirmative resolution procedure.
(3)In this section “public authority” includes any person or body having functions of a public nature.
(1)Except as provided by subsection (2), the disclosure of information under section 1110E or 1110F does not breach—
(a)any obligation of confidence owed by the person making the disclosure, or
(b)any other restriction on the disclosure of information (however imposed).
(2)Sections 1110E and 1110F do not authorise a disclosure of information if the disclosure would contravene the data protection legislation (but in determining whether a disclosure would do so, take into account the powers conferred by those sections).
(3)HMRC information may not be disclosed by the registrar under section 1110F without authorisation from HMRC.
(4)If the registrar discloses HMRC information under section 1110F, the information must not be disclosed by the recipient, or by any person obtaining the information directly or indirectly from them, without authorisation from HMRC.
(5)It is an offence for a person to disclose, in contravention of subsection (3) or (4), any revenue and customs information relating to a person whose identity—
(a)is specified in the disclosure, or
(b)can be deduced from it.
(6)It is a defence for a person charged with an offence under subsection (5) to prove that the person reasonably believed—
(a)that the disclosure was lawful, or
(b)that the information had already lawfully been made available to the public.
(7)Subsections (4) to (7) of section 19 of the Commissioners for Revenue and Customs Act 2005 apply to an offence under subsection (5) as they apply to an offence under that section.
(8)In this section—
“the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);
“HMRC” means the Commissioners for His Majesty’s Revenue and Customs;
“HMRC information” means information disclosed to the registrar under section 1110E by HMRC or a person acting on behalf of HMRC;
“revenue and customs information relating to a person” has the meaning given by section 19(2) of the Commissioners for Revenue and Customs Act 2005.”
(5)In section 1114 (application of provisions about documents and delivery), in subsection (1)(b), at the end insert “(but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar)”.
(6)Schedule 3 contains consequential amendments.
Commencement Information
I1S. 94 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)
I2S. 94 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z36)
In section 241 of the Companies Act 2006 (protected information: restriction on use or disclosure by company), after subsection (2) insert—
“(3)If a company uses or discloses information in contravention of subsection (1), an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.
(4)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.”
Commencement Information
I3S. 95 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)
I4S. 95 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z37)
(1)The Companies Act 2006 is amended as follows.
(2)For section 790ZG substitute—
(1)The Secretary of State may by regulations—
(a)require a company to refrain from using, or refrain from disclosing, relevant PSC particulars except in circumstances specified in the regulations;
(b)confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, relevant PSC particulars except in circumstances specified in the regulations.
(2)“Relevant PSC particulars” means such particulars of a person with significant control over the company as may be prescribed.
(3)The reference in subsection (2) to a person with significant control over the company—
(a)includes a person who used to be such a person, but
(b)does not include any person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual.
(4)Regulations under subsection (1)(b) may make provision as to—
(a)who may make an application;
(b)the grounds on which an application may be made;
(c)the information to be included in and documents to accompany an application;
(d)how an application is to be determined;
(e)the notice to be given of an application and its outcome;
(f)the duration of and procedures for revoking the restrictions on use and disclosure.
(5)Provision under subsection (4) may in particular—
(a)confer a discretion on the registrar;
(b)provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
(6)Regulations under this section are subject to affirmative resolution procedure.
(7)Nothing in this section or in regulations made under it affects the use or disclosure of particulars of a person in any other capacity (for example, the use or disclosure of particulars of a person in that person‘s capacity as a member or director of the company).
(1)If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under subsection 790ZG, an offence is committed by—
(a)the company, and
(b)every officer of the company who is in default.
(2)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.”
(3)In section 1087 (material not available for public inspection), in subsection (1), for paragraph (bc) substitute—
“(bc)any application or other document delivered to the registrar under regulations under section 790ZG (protection of PSC information);”.
Commencement Information
I5S. 96 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)
I6S. 96 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z38)
(1)The Companies Act 2006 is amended as follows.
(2)In section 242 (protected information: restriction on use or disclosure by registrar)—
(a)in subsection (3), omit “use or” in each place it occurs;
(b)in the heading, omit “use or”.
(3)In section 243 (permitted use or disclosure by registrar)—
(a)omit subsection (1);
(b)in the heading, omit “use or”.
Commencement Information
I7S. 97 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)
I8S. 97 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z39)