The Register of Overseas Entities (Definition of Foreign Limited Partner, Protection and Rectification) Regulations 2023

Made: 11th May 2023

Coming into force: 1st June 2023

In accordance with section 67(4) of that Act, a draft of these Regulations has been laid before and approved by a resolution of each House of Parliament.

Citation, commencement and extent

1

• (1) These Regulations may be cited as the Register of Overseas Entities (Definition of Foreign Limited Partner, Protection and Rectification) Regulations 2023 and come into force 21 days after the day on which they are made.

• (2) These Regulations extend to England and Wales, Scotland and Northern Ireland.

Interpretation

2

In these Regulations—

• “the Act” means the Economic Crime (Transparency and Enforcement) Act 2022;

• “law enforcement authority” means any authority responsible for preventing, detecting, investigating, combating or punishing criminal offences.

Characteristics of a foreign limited partner

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• (1) The characteristics prescribed for the purposes of paragraph 23(5)(b) of Schedule 2 to the Act are that the individual—

• (a) participates in a foreign limited partnership as a limited liability participant, or

• (b) directly or indirectly, holds shares or a right in or in relation to a legal entity which participates in a foreign limited partnership as a limited liability participant.

• (2) In this regulation a “foreign limited partnership” is an arrangement which—

• (a) is established under the law of a country or territory outside the United Kingdom,

• (b) consists of at least one person who has unlimited liability for the debts and obligations of the arrangement, and

• (c) consists of at least one person who has no, or limited, liability for the debts and obligations of the arrangement for so long as that person does not take part in the management of the arrangement’s business.

• (3) In this regulation a “limited liability participant” is a person who—

• (a) has no, or limited, liability for the debts and obligations of the foreign limited partnership for so long as that person does not take part in the management of the foreign limited partnership’s business, and

• (b) does not take part in the management of the foreign limited partnership’s business.

Rectification of the register on application

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Notice to be given to interested parties

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Objections to applications for rectification

6

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Amendments to protection regime

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• (1) The Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022[^f00004] are amended as follows.

• (2) In regulation 2, in the definition of “protected information” after subparagraph (e) insert—

(f) for an application made under regulation 7(1) on the ground in regulation 7(3)(b), the relevant individual’s usual residential address only;

• (3) For regulation 7(3) substitute—

(3) The grounds on which an application may be made are— (a) that the applicant reasonably believes that if protected information is available for public inspection or disclosed by the registrar, the relevant individual or a person living with the relevant individual would be at serious risk of being subjected to violence or intimidation; or (b) that the relevant individual’s usual residential address is on the register.

Signed

Kevin Hollinrake — Parliamentary Under Secretary of State — Department for Business and Trade — 11th May 2023

Explanatory note

(This note is not part of the Regulations)

EXPLANATORY NOTE

These Regulations supplement Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (“the Act”). Part 1 of the Act established a register of overseas entities, which is to include information about an overseas entity’s “registrable beneficial owners”.

The meaning of “registrable beneficial owner” is set out in Part 1 of Schedule 2 to the Act. One of the conditions for being a “registrable beneficial owner” is that the individual, legal entity, or government or public authority is a “beneficial owner” of the overseas entity (paragraphs 2 to 4 of Schedule 2 to the Act). As “limited partners” (defined in paragraph 23(4) of Schedule 2 to the Act to include a “foreign limited partner”) are not normally involved in the management of the partnership business, paragraph 23 of Schedule 2 to the Act provides that a person does not meet Condition 1, 2 or 3 (under paragraph 6 of Schedule 2) for the purposes of determining whether a person is a “beneficial owner”, by virtue only of being a limited partner or by virtue only of holding shares or rights in relation to a limited partner.

Regulation 3 specifies the characteristics of a “foreign limited partner” (for the purposes of paragraph 23 of Schedule 2 to the Act).

Regulation 4 provides that an application may be made to the registrar by specified persons to rectify the register of overseas entities. This is achieved by removing material deriving from anything invalid or ineffective or from anything done without the authority of the company, or where the material is factually inaccurate or derived from anything that is factually inaccurate or forged. The requirements for applications are in addition to those in section 29 of the Act.

Regulation 5 provides that when an application for rectification under regulation 4 is made, the registrar of companies must notify specified parties of the application.

Regulation 6 makes provision for any person to object to an application. If no objection to the application is received, the Act provides that the registrar may accept the information provided in the application as sufficient evidence that the material should be removed from the register. However, if a valid objection is received the Regulations provide that the registrar will reject an application for rectification if they are satisfied that none of the grounds for rectification are met, or the applicant was not a person entitled to make an application. Otherwise, the application for rectification will be accepted. The registrar will take into account all relevant information held by them, including representations sought from third parties where appropriate.

Regulation 7 amends the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 so that there no longer needs to be a link to the overseas entity for a relevant individual to apply for protection and to allow for an individual to have their usual residential address protected.

A full impact assessment has not been published for this instrument as it has minimal impact on the private sector and the voluntary sector. A full regulatory impact assessment of the effect that the overseas entities register will have on the costs to business and the voluntary sector is available from the Department for Business and Trade, Old Admiralty House, Admiralty Place, London, SW1A 2DY and is published with the Explanatory Memorandum to this instrument onwww.legislation.gov.uk.

Footnotes

[^f00001]: 2022 c. 10.

[^f00004]: S.I. 2022/870.

Editorial notes

[^key-4c21b646d872a9d85a2f1fcb0385dd25]: Reg. 1 in force at 1.6.2023, see reg. 1(1)

[^key-e46e968bdedec9ffbe2d872c423d40ad]: Reg. 2 in force at 1.6.2023, see reg. 1(1)

[^key-7bef0dea76d7e7cfe355e66755250e6a]: Reg. 3 in force at 1.6.2023, see reg. 1(1)

[^key-bf33e24365c0e93177746a3c36c7687e]: Reg. 4 in force at 1.6.2023, see reg. 1(1)

[^key-dd3c3b81154a153f5c8d08a5362912ec]: Reg. 5 in force at 1.6.2023, see reg. 1(1)

[^key-bf11d15193739a0e2d8b1ca39c5ff4d5]: Reg. 6 in force at 1.6.2023, see reg. 1(1)

[^key-222f63142f7090c2acd6cc1c88d4c3ba]: Reg. 7 in force at 1.6.2023, see reg. 1(1)

[^key-23a9dbcc87dffa21d50b1694ed051583]: Regs. 4-6 revoked (4.3.2024) by The Register of Overseas Entities (Annotation and Removal) Regulations 2024 (S.I. 2024/53), regs. 1(2), 11(1) (with reg. 11(2)-(4)); S.I. 2024/269, reg. 2(z54)