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Economic Crime and Corporate Transparency Act 2023

Type Public General Act

Publication 2023-10-26

Last updated 2026-03-31

State In force

Department Statute Law Database

Source legislation.gov.uk

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(17A) (1) The provision that may be made by virtue of section 17(2) (enforcement of prohibitions or requirements) includes provision authorising a prescribed person to impose a monetary penalty on another person if satisfied, to the prescribed standard of proof, that the other person has breached a prohibition, or failed to comply with a requirement, that is imposed by or under regulations. (2) Regulations authorising the Treasury to impose a monetary penalty in respect of a breach or failure for which the Treasury could impose a monetary penalty under Part 8 of the Policing and Crime Act 2017 may not be made unless the regulations also make provision of the kind mentioned in section 17(9) to disapply Part 8 of that Act in respect of that breach or failure. (3) Regulations authorising the imposition of a monetary penalty may make provision that, in determining for the purposes of the regulations whether a person has breached a prohibition, or failed to comply with a requirement, any requirement relating to the person’s knowledge or intention is to be ignored. (4) Regulations authorising the imposition of a monetary penalty must provide that— (a) a person is not liable to such a penalty in respect of conduct amounting to an offence if— (i) proceedings have been brought against the person for that offence in respect of that conduct and the proceedings are ongoing, or (ii) the person has been convicted of that offence in respect of that conduct, and (b) no proceedings may be brought against a person in respect of conduct amounting to an offence if the person has been given such a penalty under the regulations in respect of that conduct. (5) Where regulations authorising the imposition of a monetary penalty authorise a prescribed person to determine the amount of the penalty, the regulations must provide for a maximum penalty. (6) The maximum penalty may be a prescribed sum of any amount or may be calculated in accordance with the regulations. (7) In this section— - “conduct” means an act or omission; - “regulations” mean regulations under section 1.

Report on costs orders for proceedings for civil recovery

215

(1) The Secretary of State must assess whether it would be appropriate to restrict the court’s power to order that the costs of proceedings under Chapter 2 of Part 5 of the Proceeds of Crime Act 2002 are payable by an enforcement authority and, if so, how.

(2) In carrying out the assessment, the Secretary of State must consult such persons as the Secretary of State considers appropriate.

(3) The Secretary of State must publish and lay before Parliament a report on the outcome of the assessment by the end of the period of 12 months beginning with the day on which this Act is passed.

(4) In this section “the court” means the High Court in England and Wales.

PART 6 — General

Power to make consequential provision

216

(1) The Secretary of State may by regulations make provision that is consequential on this Act.

(2) Regulations under this section may amend, repeal or revoke provision made by or under primary legislation passed—

(a) before this Act, or

(b) later in the same session of Parliament as this Act.

(3) In this section “primary legislation” means—

(a) an Act,

(b) an Act or Measure of Senedd Cymru,

(d) Northern Ireland legislation.

Regulations

217

(1) A power to make regulations under any provision of this Act includes power to make—

(a) consequential, supplementary, incidental, transitional or saving provision;

(b) different provision for different purposes.

(2) Regulations made by the Secretary of State or the Lord Chancellor under this Act are to be made by statutory instrument.

(3) For regulations made under this Act by the Scottish Ministers, see section 27 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10) (Scottish statutory instruments).

(4) Any power of the Department of Justice in Northern Ireland to make regulations under this Act is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).

(5) A statutory instrument containing any of the following (whether alone or with other provision) may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament—

(a) regulations under section 37;

(b) regulations under section 39;

(c) regulations under section 153, unless they are regulations under that section that only make provision that corresponds or is similar to provision made or capable of being made by a statutory instrument that is itself subject to annulment in pursuance of a resolution of either House of Parliament;

(d) regulations under section 178;

(e) regulations under section 193;

(f) regulations made by the Secretary of State under section 197(1);

(g) regulations made by the Secretary of State under section 200(1);

(h) regulations under section 201(6) or (7);

(i) regulations under section 216 that amend or repeal provision made by an Act.

(6) Any other statutory instrument containing regulations under this Act is subject to annulment in pursuance of a resolution of either House of Parliament.

(7) But subsection (6) does not apply to a statutory instrument that only contains regulations appointing the appointed day for the purposes of section 50.

(8) Regulations made by the Scottish Ministers under section 197(1) or 200(1) are subject to the affirmative procedure (see section 29 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10)).

(9) Regulations made by the Department of Justice in Northern Ireland under section 197(1) or 200(1) may not be made unless a draft of the regulations has been laid before, and approved by a resolution of, the Northern Ireland Assembly.

(10) This section does not apply to regulations under sections 219 and 220.

Extent

218

(1) This Act extends to England and Wales, Scotland and Northern Ireland, subject to subsections (2) and (3).

(2) Sections 194 and 195 extend to England and Wales only.

(3) An amendment, repeal or revocation made by this Act has the same extent as the provision amended, repealed or revoked.

Commencement

219

(1) Except as provided by subsections (2) to (5), this Act comes into force on such day as the Secretary of State or the Lord Chancellor may by regulations made by statutory instrument appoint.

(2) The following come into force on the day on which this Act is passed—

(a) this Part;

(b) any provision of, or amendment made by, Parts 1 to 5 so far as it confers a power to make regulations or relates to the exercise of the power;

(d) paragraph 17 of Schedule 9 so far as it relates to that section;

(e) section 180 so far as it relates to the provisions mentioned in paragraphs (c) and (d);

(f) section 182;

(g) section 184;

(h) section 185(12) and (13);

(i) section 186(13) and (14).

(3) The following come into force at the end of the period of 2 months beginning with the day on which this Act is passed—

(a) section 196 and Schedule 12;

(b) section 197;

(d) section 213.

(4) The following come into force (so far as not brought into force by subsection (2)(b)) on such day as the Scottish Ministers may by regulations appoint after consulting the Secretary of State—

(a) Part 2 of Schedule 8, and

(b) section 179 so far as it relates to that Part.

(5) The following come into force (so far as not brought into force by subsection (2)(b)) on such day as the Department of Justice in Northern Ireland may by order appoint after consulting the Secretary of State—

(a) Part 3 of Schedule 8, and

(b) section 179 so far as it relates to that Part.

(6) No regulations may be made under subsection (1) bringing into force any of the following provisions, so far as they extend to Scotland, unless the Secretary of State has consulted the Scottish Ministers—

(a) Schedule 9, and

(b) section 180 so far as it relates to that Schedule.

(7) No regulations may be made under subsection (1) bringing into force any of the following provisions, so far as they extend to Northern Ireland, unless the Secretary of State has consulted the Department of Justice in Northern Ireland—

(a) Schedule 9, other than paragraphs 6(7), 10 and 11, and

(b) section 180 so far as it relates to that Schedule, other than paragraphs 6(7), 10 and 11.

(8) No regulations may be made under subsection (1) bringing into force section 199 unless the Secretary of State has published guidance under section 204(3).

(9) Regulations under subsection (1) or (4), and orders subsection (5), may appoint different days for—

(a) different purposes, and

(b) where regulations under subsection (1) appoint a day for the coming into force of any provision of Schedule 9 or 10, different areas.

(10) A power of the Department of Justice in Northern Ireland to make an order under subsection (5) is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).

Transitional provision

220

(1) The Secretary of State may by regulations made by statutory instrument make transitional or saving provision in connection with the coming into force of any provision of this Act, other than a provision mentioned in section 219(4) or (5).

(2) The Scottish Ministers may by regulations make transitional or saving provision in connection with the coming into force of a provision mentioned in section 219(4).

(3) The Department of Justice in Northern Ireland may by order make transitional or saving provision in connection with the coming into force of a provision mentioned in section 219(5).

(4) The power to make regulations under subsection (1) or (2), and the power to make orders under subsection (3), includes power to make different provision for—

(a) different purposes, and

(b) where regulations under subsection (1) make provision in connection with the coming into force of any provision of Schedule 9 or 10, different areas.

(5) Transitional provision and savings made under subsections (1) to (3) are additional, and without prejudice, to those made by or under any other provision of this Act.

(6) A power of the Department of Justice in Northern Ireland to make an order under subsection (3) is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).

Short title

221

This Act may be cited as the Economic Crime and Corporate Transparency Act 2023.

SCHEDULE 1

1

The Companies Act 2006 is amended as follows.

2

In section 112 (the members of a company), omit subsection (3).

3

(1) Section 127 (register to be evidence) is amended as follows.

(2) The existing text becomes subsection (1).

(3) In that subsection “for section 128H” substitute “subsection (2)”.

(4) After that subsection insert—

(2) The central register is prima facie evidence of any matters about which a company was required to deliver information to the registrar under Chapter 2A by virtue of an election under section 128B at any time before the repeal of that Chapter (including that section) by the Economic Crime and Corporate Transparency Act 2023. (3) Subsection (2) does not apply to information required to be included in a statement under section 128B(5)(b) or in any updated statement under section 128B(6) before their repeal by that Act. (4) In this section “the central register” means the register kept by the registrar (see section 1080).

4

In section 129 (overseas branch registers), omit subsection (6).

5

In section 286 (votes of joint holders of shares), in subsection (2), omit the words from “(or” to “section 1080)”.

6

In section 311 (contents of notices of meetings), in subsection (3)(b)(i), omit the words from “(or” to “section 1080)”.

7

In section 360B (traded companies: requirements for participating in and voting at general meetings), omit subsection (5).

8

In section 554 (registration of allotment), omit subsection (2A).

9

In section 558 (when shares are allotted), omit the words from “(or” to “registrar)”.

10

In section 588 (liability of subsequent holders of shares), in subsection (3)(a), omit the words from “(or” to “registrar)”.

11

In section 605 (liability of subsequent holders of shares), in subsection (4)(a), omit the words from “(or” to “registrar)”.

12

In section 616 (interpretation of Chapter 7), in subsection (3), omit the words from “(or” to “registrar)”.

13

In section 655 (shares no bar to damages against company), omit the words from “(or” to “registrar)”.

14

In section 724 (Treasury shares), in subsection (4), omit the words from “(or” to “Part 8)”.

15

In section 770 (registration of transfer), omit subsection (3).

16

In section 771 (procedure on transfer being lodged), omit subsection (2A).

17

In section 772 (transfer of shares on application of transferor)—

(a) omit the words from “(or” to “Part 8)”;

(b) omit “(or delivery)”.

18

In section 786 (provision enabling or requiring arrangements to be adopted), in subsection (3)(a), omit the words from “(or” to “Part 8)”.

19

In section 853B (duties to notify a relevant event), omit paragraph (b).

20

In section 853F (duty to deliver shareholder information: non-traded companies), in subsection (1), omit paragraph (b) and the “and” before it.

21

In section 1028A (administrative restoration of company with share warrants), in subsection (7), omit paragraph (b) and the “or” before it.

22

In section 1032A (restoration by court of company with share warrants), in subsection (8), omit paragraph (b) and the “or” before it.

23

(1) Section 1081 (annotation of the register) is amended as follows.

(2) Omit subsection (1A).

(3) In subsection (6), omit “or (1A)”.

24

In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), omit the entry for section 128D (historic register of members).

25

In Schedule 5 (communications by a company), in paragraph 16, omit sub-paragraph (3A).

SCHEDULE 2

PART 1 — Register of directors

1

The Companies Act 2006 is amended as follows.

2

Omit—

(a) sections 161A to 167F (register of directors etc);

(b) the italic heading before section 161A.

3

(1) Before section 168 (and before the italic heading before that section) insert—

(167G) (1) A company must give notice to the registrar if a person— (a) becomes a director of the company, or (b) ceases to be a director of the company. (2) The notice must specify the date on which the person became or ceased to be a director of the company. (3) A notice under subsection (1)(a) of a person having become a director must contain— (a) a statement of the required information about the new director (see sections 167J and 167K); (b) a statement by the company that the person has consented to act in that capacity; (c) if the person is an individual, a statement that their identity is verified (see section 1110A); (d) a statement that the person is not— (i) disqualified under the directors disqualification legislation (see section 159A(2)), or (ii) otherwise ineligible by virtue of any enactment for appointment as a director; (e) if the person would be disqualified under the directors disqualification legislation but for the permission of a court to act, a statement to that effect specifying— (i) the court by which permission was given, and (ii) the date on which permission was given. (f) if the person 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 specifying— (i) the date on which the licence was issued, and (ii) by whom it was issued. (4) In subsection (3)(e) “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). (5) Subsection (1)(a) does not require a company, on its incorporation, to give notice in relation to a person named as a proposed director in the statement under section 12. (6) A notice under this section must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be a director. (167H) (1) A company must give notice to the registrar of any change in the required information about a director (see sections 167J and 167K). (2) The notice must specify the date on which the change occurred. (3) A notice under this section must be given within the period of 14 days beginning with the day on which the change occurs. (4) Where a company gives notice of a change of a director’s service address but not their residential address, the notice must contain a statement that the residential address is unchanged. (167I) (1) A company must give notice to the registrar if a person named in the statement under section 12 as a proposed director of the company did not become a director on its incorporation. (2) A company must give notice to the registrar of any change in the required information about a proposed director that occurred— (a) after the application for the company’s registration under section 9 was delivered to the registrar, but (b) before the company was incorporated. (3) But a company is not required to give notice under subsection (2) in respect of a person if it gives notice under subsection (1) in respect of the person. (4) A notice under subsection (2) must specify the date on which the change occurred. (5) A notice under this section must be given within the period of 14 days beginning with the day on which the company was incorporated. (167J) (1) The required information about a director (or proposed director) who is an individual is— (a) name, date of birth and nationality; (b) any relevant former names; (c) a service address (which may be stated as “The company’s registered office”); (d) usual residential address; (e) the part of the United Kingdom in which the individual is usually resident or, if the individual is usually resident in a country or state outside the United Kingdom, that country or state. (2) In subsection (1)(b) “relevant former name” means any former name other than— (a) in the case of a peer, or an individual normally known by a British title, the name by which the individual was known previous to the adoption of or succession to the title, or (b) in the case of any person— (i) a former name which was changed or disused before the person attained the age of 16 years, (ii) a former name which has been changed or disused for 20 years or more, or (iii) a former name which the registrar is required to refrain from making available for public inspection or from disclosing (or both) by virtue of regulations under section 1088(1)(a) or (b). (3) In this section— - “former name” means a name by which the individual was formerly known for business purposes; - “name” means the individual’s forename and surname. (4) Where a director (or proposed director) is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual’s name because it forms part of the required information may be satisfied by providing that title instead of the individual’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 director (or proposed director) who is an individual; (b) repeal subsection (4). (6) Regulations under this section are subject to affirmative resolution procedure. (167K) (1) The required information about a director (or proposed director) 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) principal office; (c) a service address (which may be stated as “The company’s registered office”); (d) in the case of a limited company that is a UK-registered company, the registered number; (e) in any other case, particulars of— (i) the legal form of the body corporate or firm and the law by which it is governed, and (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register. (2) The Secretary of State may by regulations amend this section so as to change the required information about a director (or proposed director) of a description mentioned in subsection (1). (3) Regulations under this section are subject to affirmative resolution procedure. (167L) (1) If a company fails, without reasonable excuse, to comply with section 167G, 167H or 167I, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (2) For this purpose a shadow director is treated as an officer of the company. (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.

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

(a) provision requiring a company 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 (otherwise than on its incorporation) before the coming into force of this paragraph, 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 the duty imposed by virtue of paragraph (a).

(3) In sub-paragraph (2)—

“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).

PART 2 — Register of secretaries

4

The Companies Act 2006 is amended as follows.

5

Omit sections 274A to 279F (register of secretaries etc) (including the italic heading before section 279A).

6

Before section 280 insert—

(279G) (1) A company must give notice to the registrar if a person— (a) becomes the secretary or one of the joint secretaries of the company, or (b) ceases to be the secretary or one of the joint secretaries of the company. (2) The notice must specify the date on which the person became or ceased to be the secretary or one of the joint secretaries of the company. (3) A notice under subsection (1)(a) must contain— (a) a statement of the required information about the secretary or joint secretary (see sections 279J and 279K), and (b) a statement by the company that the person has consented to act in that capacity. (4) Subsection (1)(a) does not require a company, on its incorporation, to give notice in relation to a person named as the proposed secretary or one of the proposed joint secretaries of the company in the statement under section 12. (5) A notice under this section must be given within the period of 14 days beginning with the day on which the person becomes or ceases to be the secretary or a joint secretary. (279H) (1) A company must give notice to the registrar of any change in the required information about the secretary or one of the joint secretaries of the company (see sections 279J and 279K). (2) The notice must specify the date on which the change occurred. (3) A notice under this section must be given within the period of 14 days beginning with the day on which the change occurs. (279I) (1) A company must give notice to the registrar if— (a) a person named in the statement under section 12 as the proposed secretary of the company did not become the secretary on its incorporation, or (b) a person named in the statement under section 12 as one of the proposed joint secretaries of the company become did not become one of the joint secretaries on its incorporation. (2) A company must give notice to the registrar of any change in the required information about a proposed secretary, or one of the proposed joint secretaries, that occurred— (a) after the application for the company’s registration under section 9 was delivered to the registrar, but (b) before the company was incorporated. (3) But a company is not required to give notice under subsection (2) in respect of a person if it gives notice under subsection (1) in respect of the person. (4) A notice under subsection (2) must specify the date on which the change occurred. (5) A notice under this section must be given within the period of 14 days beginning with the day on which the company was incorporated. (279J) (1) The required information about a secretary or joint secretary (or proposed secretary or joint secretary) who is an individual is— (a) name; (b) any relevant former names; (c) a service address (which may be stated as “The company’s registered office”). (2) In subsection (1)(b) “relevant former name” means any former name other than— (a) in the case of a peer, or an individual normally known by a British title, the name by which the individual was known previous to the adoption of or succession to the title, or (b) in the case of any person— (i) a former name which was changed or disused before the person attained the age of 16 years, (ii) a former name which has been changed or disused for 20 years or more, or (iii) a former name which the registrar is required to refrain from making available for public inspection or from disclosing (or both) by virtue of regulations under section 1088(1)(a) or (b). (3) In this section— - “former name” means a name by which the individual was formerly known for business purposes; - “name” means the individual’s forename and surname. (4) Where a secretary or joint secretary (or proposed secretary or joint secretary) is a peer or an individual usually known by a title, any requirement of this Act to provide the individual’s name because it forms part of the required information may be satisfied by providing that title instead of the individual’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 secretary or joint secretary (or proposed secretary or joint secretary) who is an individual; (b) repeal subsection (4). (6) Regulations under this section are subject to affirmative resolution procedure. (279K) (1) The required information about a secretary or joint secretary (or proposed secretary or joint secretary) 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) principal office; (c) a service address (which may be stated as “The company’s registered office”); (d) in the case of a limited company that is a UK-registered company, the registered number; (e) in any other case, particulars of— (i) the legal form of the body corporate or firm and the law by which it is governed, and (ii) if applicable, the register in which it is entered (including details of the state) and its registration number in that register. (2) The Secretary of State may by regulations amend this section so as to change the required information about a secretary or joint secretary (or proposed secretary or joint secretary) of a description mentioned in subsection (1). (3) Regulations under this section are subject to affirmative resolution procedure. (279L) (1) This section applies where— (a) all the members in a firm are joint secretaries (or proposed joint secretaries) of a company, and (b) the firm is not a legal person under the law by which it is governed. (2) Any requirement imposed by this Act to provide the required information about the members as joint secretaries (or proposed joint secretaries) may instead be satisfied by providing the information that would be required if the firm were a legal person and the firm had been appointed as secretary. (279M) (1) If a company fails, without reasonable excuse, to comply with section 279G, 279H or 279I, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (2) For this purpose a shadow director is treated as an officer of the company. (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.

PART 3 — Register of people with significant control

7

The Companies Act 2006 is amended as follows.

8

In section 790A (overview of Part)—

(a) in paragraph (b), for “keep the register required by Chapter 3” substitute “notify the registrar of the information in accordance with Chapter 2A”;

(b) for paragraphs (c) and (d) substitute—

(c) Chapter 2A requires companies to notify the registrar of information relating to persons with significant control;

9

In section 790C (key terms), omit subsection (10).

10

After section 790C insert—

(790CA) For the purposes of this Part a company has had confirmation of— (a) a person’s status as a registrable person or a registrable relevant legal entity in relation to the company, (b) the required particulars of a person (see section 790K), or (c) any other information about a person, if the person has supplied that information to the company whether or not in pursuance of any duty imposed by this Part (and references to a company obtaining confirmation of information are to be read accordingly).

11

For sections 790D and 790E substitute—

(790CB) A company to which this Part applies must take reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company and, if so, to identify them. (790D) (1) A company to which this Part applies must give a notice to a person under this section if— (a) the company knows or has cause to believe that the person is a registrable person or a registrable relevant legal entity in relation to the company, but (b) the company has not had confirmation of the person’s status as a registrable person or registrable relevant legal entity or has not had confirmation of all of the required particulars of the person (see section 790K). (2) The notice must require the person— (a) to inform the company whether the person is a registrable person or a registrable relevant legal entity in relation to the company, and (b) if they are, to give the company all of the required particulars of the person (see section 790K). (3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given. (4) The company must give the notice— (a) as soon as reasonably practicable after the company becomes subject to the duty to give a notice under this section, and (b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject. (5) A company is not required to give a notice under this section to a person if— (a) the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and (b) the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company. (6) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given. (7) Regulations under subsection (6) are subject to negative resolution procedure. (790DA) (1) A company to which this Part applies may give a notice to a person under this section if it knows or has cause to believe that the person— (a) knows the identity of someone who falls within subsection (2), or (b) knows the identity of someone likely to have that knowledge. (2) The persons who fall within this subsection are— (a) a registrable person in relation to the company; (b) a relevant legal entity in relation to the company; (c) an entity which would be a relevant legal entity in relation to the company but for the fact that section 790C(6)(b) does not apply in respect of it. (3) A company must give a notice under subsection (1) to a person (“a third party”) if the company— (a) knows or has cause to believe that a person is a registrable person or a registrable relevant legal entity in relation to the company (“a suspected PSC”), (b) is under a duty to give the suspected PSC a notice under section 790D but does not have the information that it needs in order to contact them, and (c) knows or has cause to believe that the third party— (i) knows the identity of the suspected PSC, or (ii) knows the identity of someone likely to have that knowledge. (4) A notice under subsection (1) must require the person to whom it is given (“the recipient”)— (a) to inform the company whether the recipient knows the identity of any person who— (i) falls within subsection (2), or (ii) is likely to know the identity of anyone who falls within subsection (2), and (b) if the recipient does, to give the company any information within the recipient’s knowledge that would allow the company to contact each such person. (5) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given. (6) A person to whom a notice under subsection (1) is given is not required by that notice to disclose any information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings. (7) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given. (8) Regulations under subsection (7) are subject to negative resolution procedure. (9) In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified. (790E) (1) This section applies if a company— (a) knows or has cause to believe that there has been a change in the required particulars of a registrable person or a registrable relevant legal entity in relation to the company (see section 790K), but (b) has not had confirmation that the change has occurred or has not had confirmation of all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1). (2) The company must give the person a notice requiring the person— (a) to inform the company whether the change has occurred, and (b) if it has, to give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1). (3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given. (4) The company must give the notice— (a) as soon as reasonably practicable after the company becomes subject to the duty to give a notice under subsection (2), and (b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject. (5) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given. (6) Regulations under subsection (5) are subject to negative resolution procedure. (790EA) (1) This section applies if a company — (a) knows or has cause to believe that a person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, but (b) has not had confirmation that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not had confirmation of the date on which the person so ceased. (2) The company must give the person a notice requiring the person— (a) to inform the company whether the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and (b) if the person has, to inform the company of the date on which the person so ceased. (3) The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given. (4) The company must give the notice— (a) as soon as reasonably practicable after the company becomes subject to the duty under subsection (2), and (b) in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject. (5) The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given. (6) Regulations under subsection (5) are subject to negative resolution procedure. (790EB) (1) A company must notify the registrar if a person fails to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it. (2) The notice must be given within the period of 14 days beginning with the end of the period specified in the notice under section 790D, 790DA, 790E or 790EA. (790EC) (1) A company must notify the registrar if a person who has failed to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it subsequently complies. (2) The notice must be given within the period of 14 days beginning with the day on which the person complied with the notice under section 790D, 790DA, 790E or 790EA.

11

In section 790F (failure by company to comply with information duties), for subsection (1) substitute—

(1) If a company fails, without reasonable excuse, to comply with a duty under section 790CB, 790D, 790DA(3), 790E, 790EA, 790EB or 790EC to take steps or give a notice, an offence is committed by— (a) the company, and (b) every officer of the company who is in default.

12

For sections 790G and 790H substitute—

(790G) (1) This section applies to a person if— (a) the person knows that they are a registrable person or a registrable relevant legal entity in relation to a company, (b) the material in the register that is available for public inspection does not indicate the person’s status as a registrable person or registrable relevant legal entity in relation to the company, and (c) the person— (i) has not informed the company of the person’s status as a registrable person or registrable relevant legal entity in relation to the company, or (ii) has not given the company all of the required particulars of the person (see section 790K). (2) The person must— (a) inform the company of the person’s status as a registrable person or registrable relevant legal entity in relation to the company, and (b) give the company the required particulars (see section 790K). (3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met. (790H) (1) This section applies to a person if— (a) the person knows that they are a registrable person or a registrable relevant legal entity in relation to a company, (b) there has been a change in the required particulars of the person (see section 790K) and the person knows that to be the case, and (c) the person has not informed the company of the change or has not given the company all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1). (2) The person must— (a) inform the company of the change, and (b) give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1). (3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met. (790HA) (1) This section applies to a person if— (a) the person knows that they have ceased to be a registrable person or a registrable relevant legal entity in relation to a company, (b) the material in the register that is available for public inspection does not indicate the person as having ceased to be a registrable person or a registrable relevant legal entity in relation to a company, and (c) the person has not informed the company of having ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not informed the company of the date on which the person so ceased. (2) The person must inform the company— (a) that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and (b) of the date on which the person so ceased. (3) The person must comply with the duty in subsection (2) before the end of the period of one month beginning with the day on which the conditions in subsection (1) are met.

13

In section 790I (enforcement of disclosure requirements), for the words from “a notice” to the end substitute

— (a) a notice under section 790D, 790DA, 790E or 790EA, or (b) a duty under section 790G, 790H or 790HA.

14

After section 790I insert—

(790IA) (1) The Secretary of State may by regulations make further provision for the purpose of enabling a company to which this Part applies to find out about anyone who has become or ceased to be a person who is— (a) a registrable person in relation to the company by virtue of shares being held by a nominee, or (b) a registrable relevant legal entity in relation to the company by virtue of shares being held by a nominee. (2) The regulations may, in particular— (a) impose obligations on a company with a view to obtaining— (i) information about whether a person has become or ceased to be a nominee shareholder; (ii) if they have, information about: (A) the shareholding; (B) the nominee; (C) the person for whom the nominee holds or held the shares; (iii) any other information required by the regulations; (b) impose obligations on others (including nominees or former nominees) with a view to providing the company with— (i) information of a kind described in paragraph (a)(i) or (ii); (ii) any other information required by the regulations. (3) The regulations may, in particular, make provision similar or corresponding to any of the preceding provisions of this Chapter. (4) The provision that may be made by regulations under subsection (1) includes provision amending this Chapter. (5) Regulations under this section are subject to affirmative resolution procedure.

15

In section 790J (power to make exemptions)—

(a) in subsection (2)(a), for “790D(2) or 790E” substitute “790D, 790E or 790EA”;

(b) in subsection (2)(c), for “790D(5)” substitute “790DA”;

(d) in subsection (2)(e) for “section 790M” substitute “any of sections 12A, 790LA, 790LC, 790LD, 790LE, 790LF, 790LG, 790LH”.”

16

(1) Section 790K (required particulars) is amended as follows.

(2) In subsection (1), omit paragraph (i) and the “and” before it.

(3) In subsection (2), after paragraph (b) insert—

(ba) a service address,

(4) In subsection (3)—

(a) in paragraph (b), omit “registered or”;

(b) after paragraph (b) insert—

(ba) a service address,

(5) For subsection (4) substitute—

(4) In this section “name”, in relation to an individual, means the individual’s forename and surname. (4A) Where an individual is a peer or an individual usually known by a title, any requirement imposed by this Act to provide the individual’s name because it forms part of the required particulars under this section may be satisfied by providing that title instead of the individual’s forename and surname.

17

In section 790L (required particulars: power to amend), for subsection (1) substitute—

(1) The Secretary of State may by regulations— (a) amend section 790K so as to change the “required particulars” in relation to— (i) an individual who is a registrable person; (ii) a person in relation to which this Part has effect by virtue of section 790C(12) as if the person were an individual; (iii) a registrable relevant legal entity; (b) repeal section 790K(4A).

18

After section 790L insert—

(790LA) (1) A company must give a notice to the registrar if it has had confirmation of— (a) a person’s status as a registrable person or a registrable relevant legal entity in relation to the company, and (b) the required particulars of the person (see section 790K). (2) A notice under subsection (1) must contain a statement of the required particulars. (3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection. (4) A company is not required to give a notice under this section in relation to a person if— (a) the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and (b) the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company. (5) Nothing in section 126 (notice of trusts not receivable by registrar) affects the duty to give a notice under this section (or the receipt of that notice by the registrar). (790LB) (1) A notice under section 790LA(1) that relates to a registrable person may include a statement that the person’s identity is verified (see section 1110A). (2) A notice under section 790LA(1) that relates to a registrable relevant legal entity 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. (3) If the notice includes a statement under subsection (2), it must be accompanied by a statement by the individual confirming that the individual is a relevant officer of the registrable relevant legal entity. (4) To find out what happens if the option in subsection (1) or (2) is not exercised, see sections 790LM and 790LO. (5) In subsection (1) “registrable person” does not include a person mentioned in section 790C(12)(a) to (d). (790LC) (1) A company must give a notice to the registrar if— (a) it knows or has cause to believe that a person has become a registrable person or a registrable relevant legal entity in relation to the company, but (b) it has not yet had confirmation as mentioned in section 790LA(1). (2) The notice must state that fact. (3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company first knows or has cause to believe that the person has become a registrable person or a registrable relevant legal entity in relation to the company. (4) Nothing in this section requires a company, on its incorporation, to give a notice in relation to a person included in the statement of initial significant control under section 12A. (790LD) (1) A company must give a notice to the registrar if it— (a) has had confirmation that there has been a change in the required particulars of a registrable person, or a registrable relevant legal entity, in relation to the company (see section 790K), and (b) has had confirmation of how the required particulars have changed and the date on which they changed. (2) The notice must state— (a) the change in the required particulars, and (b) the date on which the change occurred. (3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection. (4) Nothing in section 126 (notice of trusts not receivable by registrar) affects the duty to give a notice under this section (or the receipt of that notice by the registrar). (790LE) (1) A company must give a notice to the registrar if it— (a) has had confirmation that there was a pre-incorporation change in the required particulars of a proposed PSC (see section 790K), and (b) has had confirmation of how the required particulars have changed and the date on which they changed. (2) But a company is not required to give a notice under subsection (1) in respect of a person if it has given a notice under section 790LG in respect of the person. (3) A notice under subsection (1) must state— (a) the change in the required particulars, and (b) the date on which the change occurred. (4) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection. (5) In this section— - “pre-incorporation change” means a change that occurred—after the application for the registration of the company was delivered to the registrar, butbefore the company was incorporated; - “proposed PSC”, in relation to a company, means a person who was named in a statement under section 12A(1)(a) as a person who would, on the company’s incorporation, become a registrable person or registrable relevant legal entity in relation to the company. (790LF) (1) A company must give a notice to the registrar if it— (a) has had confirmation that a person has ceased to be a registrable person or a registrable relevant legal entity in relation to it, and (b) has had confirmation of the date on which the person so ceased. (2) A notice under subsection (1) must state— (a) the person’s name and service address, and (b) the date on which the person ceased to be a registrable person or a registrable relevant legal entity in relation to the company. (3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection. (790LG) (1) A company must give a notice to the registrar if it knows that a person named in the statement under section 12A(1)(a) as a person who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity did not so become. (2) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company has the knowledge mentioned there. (790LH) (1) A company must give a notice to the registrar if it knows or has cause to believe that— (a) there has at some time been a person who is a registrable person or registrable relevant legal entity in relation to the company, and (b) there has ceased to be anyone who is a registrable person or registrable relevant legal entity in relation to the company. (2) A notice under subsection (1) must — (a) state that the company has that knowledge or cause to believe, and (b) specify the date on which the company first had that knowledge or cause to believe. (3) A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company first had the knowledge or cause to believe mentioned in that subsection. (790LI) (1) The Secretary of State may by regulations impose further duties on a company to deliver information to the registrar about— (a) registrable persons, or registrable relevant legal entities, in relation to the company (including information about whether it has any); (b) compliance with Chapter 2 by the company or any person to whom the company has given a notice under that Chapter (including provision requiring a company to provide the registrar with a copy of any such notice, whether on request or otherwise). (2) The provision that may be made by regulations under subsection (1) includes provision amending this Part. (3) The consequential provision that may be made by regulations under subsection (1) by virtue of section 1292(1) also includes provision amending any other provision of this Act. (4) Regulations under this section are subject to affirmative resolution procedure. (790LJ) (1) If a company fails, without reasonable excuse, to comply with section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH, or regulations under section 790LI, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (2) For this purpose a shadow director is treated as an officer of the company. (3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (790LK) (1) Where a company makes default in complying with section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH, or regulations under section 790LI, an application may be made to the court for an order requiring the company to deliver to the registrar the information (or statements) necessary to rectify the position. (2) The application may be made by— (a) any person aggrieved by the default, (b) any member of the company, or (c) any person who is a registrable person or a registrable relevant legal entity in relation to the company. (3) On an application under subsection (1) the court may either refuse the application or may make the order and order the company to pay any damages sustained by any party aggrieved. (4) On an application under subsection (1) the court may decide— (a) any question as to whether the name of any person who is a party to the application should or should not be included in or omitted from information delivered to the registrar under this Chapter about persons who are a registrable person or a registrable relevant legal entity in relation to the company, and (b) any question necessary or expedient to be decided for rectifying the position. (5) Nothing in this section affects a person’s rights under section 1094 or 1096 (rectification of register). (790LL) (1) A person may request a company to tell the person whether all of the information that it is required to deliver to the registrar under this Chapter has been delivered. (2) The company must comply with the request within the period of 14 days beginning with the day on which the request is made. (3) If the company fails, without reasonable excuse, to do so, 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 to a fine not exceeding level 3 on the standard scale. (5) Subsection (1) does not apply in relation to information if the company is aware that, by virtue of regulations under section 1088, the registrar is required to refrain from making that information available for public inspection.

19

Omit Chapters 3 and 4 of Part 21A (company registers of people with significant control etc).

20

(1) Schedule 1B (enforcement of disclosure requirements in relation to persons with significant control) is amended as follows.

(2) In each of the following provisions, for “or 790E” substitute “, 790DA, 790E or 790EA”—

(a) paragraph 1(1)(a) and (3)(a);

(b) paragraph 8(3)(a);

(d) paragraph 12(2)(b).

(3) For paragraphs 13 and 14 substitute—

(13) (1) A person to whom a notice under section 790D, 790DA, 790E or 790EA is addressed commits an offence if the person fails, without reasonable excuse, to comply with the notice. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both). (14) (1) A person commits an offence if the person fails, without reasonable excuse, to comply with a duty under section 790G, 790H or 790HA. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both). (14A) (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland, to a fine not exceeding level 5 on the standard scale; (c) in Northern Ireland, to a fine not exceeding level 5 on the standard scale. (14B) (1) A person commits an offence if, in purported compliance with a notice under section 790D, 790DA, 790E or 790EA or in purported compliance with a duty imposed by section 790G, 790H or 790HA, the person makes a statement that the person knows is misleading, false or deceptive in a material particular. (2) Where the person is a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this paragraph is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or to a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding six months or to a fine not exceeding the statutory maximum (or both).

PART 4 — Consequential amendments

21

The Companies Act 2006 is amended as follows.

22

(1) Section 12 (statement of proposed officers) is amended as follows.

(2) In subsection (1), for “particulars of” substitute “information about”.

(3) For subsection (2) substitute—

(2) For the required information— (a) in relation to proposed directors, see sections 167J and 167K; (b) in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.

23

In section 12A (statement of initial significant control), for subsection (1) substitute—

(1) The statement of initial significant control required to be delivered to the registrar must— (a) state whether, on incorporation, there will be anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and (b) include the required particulars of any such person.

24

(1) Section 95 (statement of proposed secretary) is amended as follows.

(2) In subsection (1), for “particulars of” substitute “information about”.

(3) For subsection (2) substitute—

(2) For the required information in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.

25

(1) Section 156 (direction requiring company to make appointment of director) is amended as follows.

(2) In subsections (4)(b) and (5), for “section 167” substitute “section 167G”.

(3) After subsection (5) insert—

(5A) Nothing in subsection (4) or (5) affects the duty imposed by section 167G to give notice within the period mentioned in subsection (6) of that section.

26

In section 156B (power to provide for exceptions from requirement that each director to be a natural person), omit subsection (5).

27

In section 156C (existing director who is not a natural person), for subsections (3) to (5) substitute—

(3) If it appears to the registrar that, as a result of subsection (2), a company should have given notice under section 167G of a person having ceased to be a director but has failed to do so, the registrar must include a note in the register recording that fact.

28

In section 853B (duties to notify a relevant event)—

(a) for paragraph (c) substitute—

(c) the duty to give notice of a change as mentioned in section 167G or 167H (changes in directors or required information about a director);

;

(b) omit paragraph (d);

(e) the duty to give notice of a change as mentioned in section 279G or 279H (change in secretary or joint secretaries or in required information about a secretary or joint secretary);

;

(d) omit paragraphs (f) and (fa);

(e) for paragraph (g) substitute—

(g) the duty to deliver anything as mentioned in section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH (information about persons with significant control);

29

In section 1079B (duty to notify directors), in subsections (1)(b) and (2)(b), for “section 167 or 167D” substitute “section 167G”.

30

In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), omit—

section 162 (register of directors);

section 275 (register of secretaries);

section 790M (register of people with significant control over a company);

section 790Z (historic PSC register);

31

In paragraph 4 of Schedule 5 (communications by a company)—

(a) in sub-paragraph (1)(d), for “the company’s register of directors” substitute “the register”;

(b) omit sub-paragraph (1A).

32

In Schedule 8 (index of defined expressions), omit the entries relating to—

“the central register”;

“PSC register”;

“register of directors”;

“register of directors’ residential addresses”;

“register of secretaries”.

SCHEDULE 3

Companies Act 2006

1

The Companies Act 2006 is amended as follows.

2

In section 242 (protected information: restriction on disclosure by registrar), in subsection (3)—

(a) omit the “or” at the end of paragraph (a);

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

, or (c) as permitted by section 1110F (general powers of disclosure by the registrar).

3

(1) Section 243 (permitted disclosure by the registrar) is amended as follows.

(2) For subsection (2) substitute—

(2) The registrar may disclose protected information to a credit reference agency.

(3) In subsection (7), omit—

(a) the definition of “public authority”;

(b) the “and” before that definition.

Economic Crime (Transparency and Enforcement) Act 2022

4

The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.

5

In section 40 (sharing of information by HMRC), in subsection (1), omit “or the registrar”.

6

In section 44 (interpretation), in subsection (1), at the end of the definition of “document”, insert “and references to delivering a document are to be read in accordance with section 1114(1)(b) of the Companies Act 2006”.

SCHEDULE 4

After section 38 of the Limited Partnerships Act 1907 (inserted by section 151 of this Act) insert the following as a Schedule to that Act—

SCHEDULE 5

1

The Limited Partnerships Act 1907 is amended as follows.

2

Before section 1 (short title) insert—

3

Before section 4 (definition and constitution of limited partnership) insert—

4

Before section 6 (modifications of general law in case of limited partnerships) insert—

5

Before section 8 (duty to register and designate) insert—

6

Before section 15 (the registrar) insert—

SCHEDULE 6

1

The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.

2

(1) Section 7 (updating duty) is amended as follows.

(2) In subsection (1)(a) and (b), for “statement and information mentioned” substitute “statements and information mentioned”.

(3) In subsection (3)—

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

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

, and (c) the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

(4) In subsection (4)—

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

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

, and (c) in the case where the information provided under subsection (1)(b) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

(5) After subsection (4) insert—

(4A) This is the table referred to in subsections (3)(c) and (4)(c)—

	Statement	Information
1	A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity.	The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain.The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.

(6) For subsections (6) and (7) substitute—

(6) Any statements required by subsection (1)(a) or (b) must relate to the state of affairs as at the end of the update period. (7) Any information— (a) required by subsection (1)(a) or (b) as a result of a person having become or ceased to be a beneficiary under a trust, or (b) required by subsection (1)(b) as a result of a person having become or ceased to be a registrable beneficial owner of an overseas entity, must relate to the time when the person so became or so ceased. (7A) Any other information required by subsection (1)(a) must relate to the state of affairs as at the end of the update period.

3

(1) Section 9 (application for removal) is amended as follows.

(2) In subsection (1)(b) and (c), for “statement and information mentioned” substitute “statements and information mentioned”.

(3) In subsection (3)—

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

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

, and (c) the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

(4) In subsection (4)—

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

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

, and (c) in the case where the information provided under subsection (1)(c) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

(5) After subsection (4) insert—

(4A) This is the table referred to in subsections (3)(c) and (4)(c)—

	Statement	Information
1	A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity.	The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain.The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.

(6) In subsection (6), for “subsection (2)” substitute “this section”.

(7) For subsections (7) and (8) substitute—

(7) Any statements required by subsection (1)(b) or (c) must relate to the state of affairs as at the time of the application for removal. (8) Any information— (a) required by subsection (1)(b) or (c) as a result of a person having become or ceased to be a beneficiary under a trust, or (b) required by subsection (1)(c) as a result of a person having become or ceased to be a registrable beneficial owner of an overseas entity, must relate to the time when the person so became or so ceased. (8A) Any other information required by subsection (1)(b) must relate to the state of affairs as at the time of the application for removal.

4

For section 12 substitute—

(12) (1) Before making an application for registration under section 4(1) an overseas entity must take reasonable steps to obtain all of the information that it is required to deliver to the registrar under that section if it is able to obtain it. (2) Before complying with the updating duty under section 7 an overseas entity must take reasonable steps to obtain all of the information that it is required to deliver to the registrar under that section if it is able to obtain it. (3) Before making an application for removal under section 9 an overseas entity must take reasonable steps to obtain all of the information that it is required to include in the application if it is able to obtain it. (4) The steps that an overseas entity must take by virtue of subsection (1), (2) or (3) include giving a notice to any person that it knows, or has reasonable cause to believe, is a registrable beneficial owner in relation to the entity, requiring the person— (a) to state whether or not they are such a person, and (b) if they are, to provide or confirm information of the kind mentioned in subsection (1), (2) or (3) so far as relating to the person, or a trust of which they are or were a trustee. (5) The steps that an overseas entity must take by virtue of subsection (2) or (3) also include giving a notice to any person that it knows, or has reasonable cause to believe, has ceased to be a registrable beneficial owner in relation to the entity during the update period (within the meaning of section 7) or relevant period (within the meaning of section 9), requiring the person— (a) to state whether or not they are such a person, and (b) if they are, to provide or confirm information of the kind mentioned in subsection (2) or (3) so far as relating to the person, or a trust of which they are or were a trustee. (6) A notice under subsection (4) or (5) must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given. (7) A person given a notice under subsection (4) or (5) is not required by that notice to disclose any information in respect of which a claim to legal professional privilege or, in Scotland, confidentiality of communications, could be maintained in legal proceedings.

5

In section 13, at the end insert—

(6) A reference in this section to a person who is a registrable beneficial owner in relation to an overseas entity includes, in connection with the obtaining of information required by section 7(1)(b), 9(1)(c) or 42(1)(c)(i), a reference to a person who has ceased to be a registrable beneficial owner.

6

After section 17 insert—

(17A) (1) The Secretary of State may by regulations provide for exceptions to the requirement to deliver information by virtue of section 7(3)(c) or (4)(c) or 9(3)(c) or (4)(c). (2) The Secretary of State must consult the Scottish Ministers before making regulations under subsection (1) that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament. (3) The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under subsection (1) that contain provision that— (a) would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and (b) would not, if contained in a Bill for an Act of the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998. (4) Regulations under subsection (1) are subject to the negative resolution procedure.

7

In section 43 (transitional information), after subsection (1) insert—

(1A) In subsection (1) the reference to section 12 is to that section as it had effect before the amendments made by Schedule 6 to the Economic Crime and Corporate Transparency Act 2023 (duty to deliver information about changes in beneficiaries).

8

In section 44 (interpretation), omit subsection (2).

SCHEDULE 7

1

The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.

2

In section 16 (verification of registrable beneficial owners and managing officers), in subsection (1), after paragraph (c) insert—

(d) complies with the duty under Schedule 6 (duty to deliver further information about transitional period).

3

After section 43 insert—

(43A) Schedule 6 (duty to deliver further information for transitional cases) imposes further duties on overseas entities to deliver information.

4

After Schedule 5 insert—

SCHEDULE 6 (1) (1) This Schedule applies in relation to an overseas entity if— (a) the entity— (i) is registered as an overseas entity when this Schedule comes into force or has been so registered at any earlier time, and (ii) was registered as the proprietor of a relevant interest in land in England and Wales or Scotland at any time during the relevant period, or (b) the entity has committed an offence under paragraph 5 of Schedule 3 or paragraph 10 of Schedule 4 (duty to register as overseas entity in certain transitional cases). (2) For the purposes of sub-paragraph (1)— (a) an overseas entity is registered as the proprietor of a relevant interest in land in England and Wales if the entity is registered in the register of title kept under the Land Registration Act 2002 as the proprietor of a qualifying estate within the meaning of Schedule 4A to that Act; (b) an overseas entity is registered as the proprietor of a relevant interest in land in Scotland if the entity— (i) is entered, on or after 8 December 2014, as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland, (ii) in relation to a lease that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before that date is, by virtue of an assignation of the lease registered in the Land Register of Scotland on or after that date, the tenant under the lease, or (iii) is the tenant under a lease that was registered in the Land Register of Scotland on or after that date. (3) Expressions used in sub-paragraph (2)(b) are to be construed in accordance with section 9(11) and (12). (4) In this Schedule “the relevant period” means the period— (a) beginning with 28 February 2022; (b) ending with 31 January 2023. (2) (1) The overseas entity must deliver to the registrar— (a) any statements or information required by— - paragraph 3 (changes in beneficial ownership of overseas entity), - paragraph 4 (information about trusts and changes in beneficiaries under trusts), and - paragraph 5 (information about changes in trusts in which beneficial owners trustees), (b) a statement that the entity has complied with paragraph 8 of this Schedule (duty to take steps to obtain information), (c) anything required by regulations under section 16 (verification of information) to be delivered to the registrar, and (d) the name and contact details of an individual who may be contacted about the statements and information. (2) If an overseas entity is registered as an overseas entity when this Schedule comes into force it must deliver the statements and information required by this Schedule— (a) at the same time as it delivers the statements and information required by section 7 on the first occasion after the end of the period of 3 months beginning with the day on which this Schedule comes into force, or (b) if it applies under section 9 for removal before then, at the same time as it delivers the statements and information required by that section. (3) If an overseas entity is not registered as an overseas entity when this Schedule comes into force it must deliver the statements and information required by this Schedule within the period of 3 months beginning when it comes into force. (3) (1) The overseas entity must deliver to the registrar the statement in row 1 of the following table or the statement and information listed in row 2.

	Statement	Information
1	A statement that the entity has noreasonable cause to believe that anyone became or ceased to be a registrable beneficial owner during the relevant period.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a registrable beneficial owner during the relevant period.	The required information about each person who became or ceased to be a registrable beneficial owner during the relevant period, or so much of that information as the entity has been able to obtain.The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.

(2) Where the information provided under sub-paragraph [(1)](#p01308) includes information that the person who became or ceased to be a registrable beneficial owner was a registrable beneficial owner by virtue of being a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity must also deliver to the registrar—
  (a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
  (b) a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain.
(3) Statements required by this paragraph to be delivered to the registrar must relate to the time when they are delivered.
(4) Information required by this paragraph to be delivered to the registrar as a result of a person having become or ceased to be a registrable beneficial owner must relate to the state of affairs when the person became or ceased be a registrable beneficial owner.
(5) For the required information, see Schedule 1.
(4) (1) The overseas entity must deliver to the registrar— (a) a statement that the entity has no reasonable cause to believe that there is any person who, at the end of the relevant period, was a registrable beneficial owner of the entity by virtue of being a trustee, or (b) a statement that the entity has reasonable cause to believe that there is at least one such person. (2) Where a statement is delivered under sub-paragraph (1)(b) the overseas entity must also deliver to the registrar — (a) the required information about each trust (a “relevant trust”) by virtue of which a trustee was a registrable beneficial owner of the entity at the end of the relevant period, (b) in relation to each relevant trust, a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and (c) in relation to each relevant trust, the statement in row 1 of the table set out in sub-paragraph (3), or the statement and information listed in row 2 of that table. (3) This is the table referred to in sub-paragraph (2)(c)—

	Statement	Information
1	A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust during the relevant period.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust during the relevant period.	The information specified in paragraph 8(1)(d) of Schedule 1 about each person who became or ceased to be a beneficiary under the trust during the relevant period, or so much of that information as the entity has been able to obtain.The date on which each of them became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.

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