Registrable Legal Entity — Notification of Cessation of Registrable Status (England & Wales)

When a corporate entity ceases to hold a controlling interest in a UK private limited company, that change must be formally notified and the PSC register updated without delay. This lawyer-drafted Registrable Legal Entity Cessation Letter provides the complete, legally compliant documentation required to notify a company that a relevant legal entity has ceased to be registrable — protecting the company, its directors and the exiting entity against the consequences of an inaccurate or outdated PSC register.

What This Template Does

Under the Companies Act 2006, where a change occurs in the nature or extent of a registrable relevant legal entity's control over a UK private limited company — including where that control ceases entirely — the entity is required to notify the company of the relevant change for the purposes of updating the PSC register. Failure to do so leaves the register inaccurate and exposes the company and its officers to criminal liability.

This letter formally notifies the company of the relevant change, confirms the details of the transaction giving rise to that change, and records the precise basis on which the exiting entity has ceased to be registrable within the meaning of section 790C of the Companies Act 2006. This is the document UK lawyers use in live share sale transactions and corporate restructurings to ensure PSC compliance at completion. Now it is yours.

What's Inside

This template covers every element required to produce a legally compliant notification of cessation of registrable status:

• Identification of Exiting Entity — Formally identifies the entity whose particulars are recorded on the company's PSC register as a registrable relevant legal entity within the meaning of section 790C of the Companies Act 2006, providing a clear and precise documentary record of the entity whose status is changing

• Notification of Relevant Change — Formally notifies the company that a relevant change within the meaning of section 790E(4) of the Companies Act 2006 has occurred in relation to the exiting entity's interest in the company — the statutory trigger for updating the PSC register

• Transaction Details — Records the details of the share sale giving rise to the relevant change, including the number, class and denomination of shares sold and the identity of the buyer — providing a clear and auditable record of the transaction underlying the cessation

• Bare Trust Confirmation — Confirms that with effect from the transaction the exiting entity holds the sale shares on bare trust for the buyer as nominee pending registration — an important interim position that is frequently overlooked and must be properly documented

• Cessation of Control — Formally confirms that with effect from the transaction the exiting entity has ceased to control, directly or indirectly, any voting rights in the company, has ceased to hold the right to appoint or remove a majority of the board of directors, and has ceased to have any right to exercise or actually exercise significant influence or control over the company

• Cessation of Registrable Status — Formally records that as a result of the transaction the exiting entity has ceased to be a registrable person within the meaning of section 790C of the Companies Act 2006 — the confirmation required to update and close out the entity's entry on the PSC register

• Execution — Executed by a director for and on behalf of the exiting entity in the form required for a valid notification of relevant change under English law

Who Needs This

This document is essential for:

• Corporate shareholders in UK private limited companies who are selling or transferring their entire interest and need to formally notify the company of the cessation of their registrable status for the purposes of updating the PSC register

• UK private limited companies that have received notification of a share sale and need formally documented evidence of the exiting entity's cessation of registrable status to update their PSC register at completion

• Buyers acquiring a controlling interest from a corporate seller who need to ensure the outgoing entity has properly notified the company of its cessation before or at completion

• Solicitors and legal professionals managing share sale transactions or corporate restructurings where a corporate entity's PSC status is changing and the PSC register must be updated at or following completion

• Company directors and secretaries responsible for maintaining the company's statutory registers who need to ensure the PSC register accurately reflects the position following a change in corporate control

Why This Document Matters

An outdated PSC register is not a technicality — it is a criminal offence. Where a registrable legal entity fails to notify the company of a relevant change in its registrable status, both the company and its officers are exposed to prosecution under the Companies Act 2006. In a transaction context, PSC register deficiencies are routinely identified in due diligence and can delay or derail completion. This document eliminates that risk.

Why Buy From Us

This letter has been used in real share sale transactions and corporate restructurings by qualified UK lawyers. Every provision — from the notification of relevant change to the cessation of control confirmations and bare trust position — reflects the statutory requirements of the Companies Act 2006 as they apply to registrable relevant legal entities in England and Wales. You receive a fully editable Word document, ready to be tailored to your entity, your company and your transaction.

The document your lawyer would charge hundreds to draft. Yours today, for a fraction of the cost.