Section 793 at Nineteen: The Public-Company Disclosure Notice That Still Outranks the PSC Register on Voting Day

When activist investors quietly built positions at Wood Group, PetroFac and Cranswick over the last two years, the boards of those public limited companies did not turn to the PSC register to identify them. They reached for section 793 of the Companies Act 2006. The notice — short, lawyered, and backed by criminal sanction — has been Britain's sharpest tool for unmasking shareholders since Part 22 of the 2006 Act commenced on 20 January 2007. Nineteen years on, with the PSC register a decade old and ECCTA's identity-verification regime now operational for directors, the section 793 power remains the only mechanism that compels disclosure on the company's schedule, not the registrar's.

This piece looks at how the notice operates in practice, why the PSC register cannot replace it, what the People with Significant Control framework misses by design, and how the Economic Crime and Corporate Transparency Act 2023 has and has not changed the calculus.

How a section 793 notice actually works

Section 793 permits any public company — whether traded on a regulated market, AIM, or unlisted — to require a person to confirm, in writing, whether they hold or have held an interest in the company's shares during the previous three years. The notice can demand:

• whether the recipient holds an interest in the company's voting shares
• the nature of that interest (legal, beneficial, contractual)
• the identity of any other party on whose instructions the recipient is acting
• when the interest was acquired and on what terms

The notice must specify a "reasonable period" for response — typically seven to fourteen days in practice, sometimes as short as 48 hours where a general meeting is imminent. The company maintains a register of the responses under section 808; that register is open to public inspection at the registered office under section 809.

Failure to respond within the specified period, or providing materially false information, is an offence under section 795 — punishable on conviction on indictment by imprisonment of up to two years, a fine, or both. The criminal liability sits on the recipient, not the company, and is one of the few private-law mechanisms in UK corporate disclosure that carries an indictable sanction.

Where the notice goes unanswered or the response is incomplete, section 794 permits the company (and in some circumstances its members) to apply to the court for a "restriction order". A restriction order can suspend voting rights attached to the shares, restrict their transfer, withhold dividend payments, and bar the holder from receiving further share issues. These are powerful remedies; they effectively immobilise the holding until the recipient complies.

Section 793 versus the PSC register: where the gap sits

The PSC register, in force since 6 April 2016, is often presented as the UK's authoritative beneficial-ownership disclosure regime. For private and unlisted public companies it largely is. But it has structural blind spots that section 793 was deliberately drafted to cover. The two regimes do quite different work.

The 25% threshold matters more than it sounds. A coordinated group below 25% — three holders at 9% each, for example — generates no PSC entries at all if they are not formally acting in concert under condition four ("significant influence or control"). Section 793 has no such floor. A notice can be served on the holder of a single share, and it can be served on a person believed to be acting as nominee for a much smaller economic interest behind a CREST sponsored account.

The three-year look-back is the second material gap. The PSC register is a snapshot of current control. Section 793 reaches backwards, which is what makes it useful for forensic work after a contested vote, a disputed transfer chain, or an investigation into stake-building that has already largely been completed.

When the 10% trigger gets pulled

The section 793 power normally sits with the board. But section 803 contains a member-demand mechanism that is less well known and increasingly used.

Where members holding at least 10% of the company's paid-up voting capital sign a requisition, the company is obliged to exercise its section 793 power as directed. The requisition must specify the manner in which the power is to be exercised and must contain reasonable grounds. The board has no discretion to refuse a properly framed requisition; an officer of the company who fails to comply commits an offence under section 803(4).

This is the route by which activist shareholders force boards to "open the register" on their opponents — for instance, where an incumbent suspects a hostile bid is being assembled through nominee structures, or where a dissident slate suspects board allies are voting through related parties. Three published instances in the last eighteen months at FTSE 250 issuers reached the public record because the targets disputed the requisitions; the actual number of section 803 demands is materially higher, because most are quietly complied with without litigation.

Once the company has served the notices and entered the responses on the section 808 register, the requisitioners — and the wider public — can inspect them within ten working days, free of charge, under section 811. A copy must be supplied on request, on payment of the prescribed fee, under section 812.

What ECCTA changed — and what it left alone

The Economic Crime and Corporate Transparency Act 2023 reframed substantial parts of the PSC regime but did not touch section 793. Three indirect interactions are worth noting:

1. Identity verification. From 18 November 2025, all PSCs of UK companies are required to verify their identity through Companies House or an authorised ACSP. This affects who can be a registered PSC but does not affect who can be served with a section 793 notice — the notice can still go to an unverified nominee, and the obligation to respond is unchanged.
2. Registrar's data-matching powers. ECCTA grants the registrar new powers to query and reject PSC entries that conflict with other data on the central register. Section 793 responses sit on the company's own register under section 808; the registrar has no role in their integrity.
3. The appropriate address rule. Since 4 March 2024, every UK company must maintain a registered office at which documents are demonstrably received. This makes it materially harder to argue that a section 793 notice "did not reach" the intended recipient when the recipient is itself a UK entity served at its registered office.

The fact that ECCTA chose not to amend Part 22 is itself instructive. Parliament had ample opportunity to harmonise section 793 with the PSC framework, lower the 25% threshold, or fold the section 808 register into the central Companies House dataset. It did none of these things. The disclosure-notice regime was preserved as a separate, company-controlled instrument — one that listed-company boards explicitly told consultation respondents they wished to retain.

Why both sides reach for it

Three reasons section 793 has outlasted the regulatory fashion for centralisation:

1. Speed. A PSC register update is bound to the company's confirmation-statement cycle and the 14-day notification window. A section 793 notice can produce an enforceable answer in a week. In a contested vote or a takeover scenario, that gap is decisive.
2. Granularity. The PSC register reports binary control thresholds. Section 793 returns the texture of an interest — when it was acquired, on what terms, on whose instructions. That texture is what allows boards (or activists) to map a stake-building strategy rather than a single position.
3. Cost-and-control. Section 793 enforcement runs on the company's own legal budget and the court's process; there is no need to wait for the registrar's compliance work to bear fruit. The criminal penalty is a deterrent that the company itself, not the state, sets in motion through a court application.

What this means for the transparency picture

The conventional reading of UK shareholder disclosure places the PSC register at the centre, with section 793 as a relic of pre-2016 practice. That reading is wrong on the evidence of the last three years. The PSC register works well for the steady-state question — who controls this company today, in broad terms. Section 793 works for the contested question — who, exactly, is behind that holding, when did they acquire it, and on whose behalf are they voting.

For company secretaries at public limited companies, the operational lesson is that the section 793 toolkit needs to be maintained alongside the PSC processes, not subsumed into them. Template notices, response trackers, and a current view of the section 808 register need to sit on the secretariat workstack, not in a dusty corner of the share-register provider's platform.

For analysts, journalists and forensic researchers, the section 808 register at the registered office remains the under-used disclosure source it has been since 2007 — open to inspection, granular, and far more textured than anything on the central PSC dataset. The right to a copy under section 812 has barely featured in mainstream financial reporting.

Nineteen years in, the disclosure notice remains the sharpest instrument in the public-company toolkit. ECCTA's broader transparency agenda has not blunted it. If anything, by tightening the PSC perimeter and the verification regime around it, the Act has clarified what section 793 was always for: the cases that fall outside the 25% threshold, the responses that arrive faster than the next confirmation statement, and the holdings that nobody on the central register would ever know to look for.