Economic Crime and Corporate Transparency Act 2023

PART 1 — Companies etc

The registrar of companies

The registrar’s objectives

1

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

• section 1081A (registrar’s objectives to promote integrity of registers etc),

.

• (3) After section 1081 insert—

(1081A) (1) The registrar must, in performing the registrar’s functions, seek to promote the following objectives. - Objective 1Objective 1 is to ensure that any person who is required to deliver a document to the registrar does so (and that the requirements for proper delivery are complied with). - Objective 2Objective 2 is to ensure that information contained in the register is accurate and that the register contains everything it ought to contain. - Objective 3Objective 3 is to ensure that records kept by the registrar do not create a false or misleading impression to members of the public. - Objective 4Objective 4 is to prevent companies and others from—carrying out unlawful activities, orfacilitating the carrying out by others of unlawful activities. (2) In Objective 2 the reference to “the register” includes any records kept by the registrar under any enactment.

Company formation

Statement as to lawful purposes

2

In section 9 of the Companies Act 2006 (registration documents), in subsection (2)—

• (a) omit the “and” at the end of paragraph (c);

• (b) at the end of paragraph (d) insert

, and (e) that the subscribers wish to form the company for lawful purposes.

Information about subscribers

3

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 9 (registration documents)—

• (a) after subsection (3) insert—

(3A) The application must contain— (a) a statement of the required information about each of the subscribers to the memorandum of association (see section 9A), (b) a statement that none of the subscribers to the memorandum of association is disqualified under the directors disqualification legislation (see section 159A(2)), (c) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying— (i) the subscriber’s name, (ii) the court by which permission was given, and (iii) the date on which permission was given, and (d) if any of them would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying— (i) the subscriber’s name, and (ii) the date on which it was issued and by whom it was issued.

;

• (b) after subsection (6) insert—

(7) In subsection (3A)(c) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).

• (3) After section 9 insert—

(9A) (1) The required information about a subscriber who is an individual is— (a) name; (b) a service address. (2) The required information about a subscriber that is a body corporate, or a firm that is a legal person under the law by which it is governed, is— (a) corporate or firm name; (b) a service address. (3) In subsection (1) “name” means the individual’s forename and surname. (4) Where a subscriber is a peer or an individual usually known by a title, that title may be stated in the application for the registration of the company instead of the subscriber’s forename and surname. (5) The Secretary of State may by regulations— (a) amend this section so as to change the required information about a subscriber; (b) repeal subsection (4). (6) Regulations under this section are subject to affirmative resolution procedure.

• (4) In section 10 (statement of capital and initial shareholdings), omit subsection (3).

• (5) In section 11 (statement of guarantee), omit subsection (2).

Proposed officers: identity verification

4

• (1) Section 12 of the Companies Act 2006 (statement of proposed officers) is amended as follows.

• (2) After subsection (2) insert—

(2A) The statement must, in the case of each individual named as a director, confirm that the individual’s identity is verified (see section 1110A).

• (3) The provision that may be made under section 220(1) in connection with the coming into force of this section includes—

• (a) provision requiring a company incorporated in pursuance of an application delivered before the coming into force of this section to deliver to the registrar, at the same time as a confirmation statement, a statement, in respect of any individual who became a director of the company on its incorporation, confirming that the individual’s identity is verified (within the meaning of section 1110A of the Companies Act 2006), and

• (b) provision for section 853A(1)(b)(i) of the Companies Act 2006 (as substituted by section 59 of this Act) to have effect as if it included a reference to any duty imposed by virtue of paragraph (a).

• (4) In subsection (3)—

• “confirmation statement” has the meaning given by section 853A of the Companies Act 2006;

• “the registrar” has the same meaning as in the Companies Acts (see section 1060 of the Companies Act 2006).

Proposed officers: disqualification

5

• (1) The Companies Act 2006 is amended as follows

• (2) In section 12 (statement of proposed officers), at the end insert—

(4) The statement must also include a statement by the subscribers to the memorandum of association that no one named as a director is— (a) disqualified under the directors disqualification legislation (see section 159A(2)), or (b) otherwise ineligible by virtue of any enactment for appointment as a director. (5) Where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying— (a) the person’s name, (b) the court by which permission was given, and (c) the date on which permission was given. (6) In subsection (5) “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2). (7) Where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, the statement must also include a statement to that effect, in respect of each of them, specifying— (a) the person’s name, and (b) the date on which the licence was issued and by whom it was issued.

• (3) In section 16 (effect of registration), in subsection (6), at the end insert “unless ineligible for appointment to that office by virtue of any enactment”.

Persons with initial significant control: disqualification

6

• (1) Section 12A of the Companies Act 2006 (statement of initial significant control) is amended as follows.

• (2) After subsection (1) insert—

(1A) If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the company on incorporation, the statement must also include— (a) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)), (b) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying— (i) the person’s name, (ii) the court by which permission was given, (iii) the date on which permission was given, and (c) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying— (i) the person’s name, and (ii) the date on which the licence was issued and by whom it was issued.

• (3) For subsection (4) substitute—

(4) In this section— - “permission of a court to act” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2); - “registrable person” has the meaning given by section 790C (see also section 790J); - “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J); - “required particulars” has the meaning given by section 790K.

Persons with initial significant control: identity verification

7

After section 12A of the Companies Act 2006 insert—

(12B) (1) This section applies if an application for the registration of a company contains a statement of initial significant control that identifies a person who will be a registrable person, or a registrable relevant legal entity, in relation to the company on its incorporation. (2) In relation to any person who will be a registrable person, the statement may include a statement that the person’s identity is verified (see section 1110A). (3) In relation to any person who will be a registrable relevant legal entity, the statement may include a statement that— (a) specifies the name of one of its relevant officers (within the meaning given by section 790LO(6)) who is an individual and whose identity is verified, and (b) confirms that the individual’s identity is verified. (4) If a statement under subsection (3) is included in relation to a person who will be a registrable relevant legal entity, the application for registration of the company must be accompanied by a statement by the individual confirming that the individual is a relevant officer of that entity. (5) To find out what happens if the option in subsection (2) or (3) is not exercised, see sections 790LM and 790LO. (6) In this section— - “registrable person” has the meaning given by section 790C, except that it does not include a person mentioned in section 790C(12)(a) to (d) (see also section 790J); - “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J).

Company names

Names for criminal purposes

8

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 53 insert—

(53A) A company must not be registered under this Act by a name if, in the opinion of the Secretary of State, the registration of the company by that name is intended to facilitate— (a) the commission of an offence involving dishonesty or deception, or (b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

• (3) In section 1047 (registered name of overseas company), in subsection (4), after paragraph (a) insert—

(aa) section 53A (names for criminal purposes);

.

Names suggesting connection with foreign governments etc

9

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 56 insert—

(56A) A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the company is connected with— (a) a foreign government or an agency or authority of a foreign government, or (b) an international organisation whose members include two or more countries or territories (or their governments).

• (3) In section 1047 (registered name of overseas company), in subsection (4), after paragraph (b) insert—

(bza) section 56A (names suggesting connection with foreign governments etc);

.

Names containing computer code

10

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 57 insert—

(57A) A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, consists of or includes computer code.

• (3) In section 1047 (registered name of overseas company), in subsection (4), after paragraph (ba) insert—

(bb) section 57A (names containing computer code);

.

Prohibition on re-registering name following direction

11

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 57A (inserted by section 10 of this Act) insert—

(57B) (1) Where a company’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the company must not subsequently be registered under this Act by the original name or a name that is similar to it. (2) But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State. (3) In subsection (1)— (a) the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction; (b) the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.

• (3) In section 1047 (registered name of overseas company), in subsection (4), after paragraph (bb) (inserted by section 10 of this Act) insert—

(bc) section 57B (restriction on re-registering name following direction).

Prohibition on using name that another company has been directed to change

12

• (1) The Companies Act 2006 is amended as follows.

• (2) After section 57B (inserted by section 11 of this Act) insert—

(57C) (1) Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other company may be registered under this Act by that name or a name that is similar if— (a) that company is an existing company and there is a person who has, or has had, a relevant relationship with both companies, or (b) an application has been made for the registration of that company and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both companies. (2) But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State. (3) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both companies at the same time. (4) For the purposes of this section a person has a “relevant relationship” with a company if the person is— (a) an officer, or (b) a member or former member. (5) In subsection (1)— (a) the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction; (b) the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.

• (3) In section 1047 (registered name of overseas company), in subsection (4), after paragraph (bc) (inserted by section 11 of this Act) insert—

(bd) section 57C (names that another company has been directed to change);

.

Directions to change name: period for compliance

13

• (1) The Companies Act 2006 is amended as follows

• (2) In section 64 (power to direct change of name in case of company ceasing to be entitled to exemption), after subsection (2) insert—

(2A) The period must be a period of at least 28 days beginning with the date of the direction. (2B) The Secretary of State may by further direction in writing extend the period. Any such direction must be given before the end of the period for the time being specified.