The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 2 and Transitional Provision) Regulations 2024

Made: 29th February 2024

The Secretary of State makes these Regulations in exercise of the powers conferred by sections 219(1) and (9) and 220(1) of the Economic Crime and Corporate Transparency Act 2023[^f00001].

The Secretary of State has consulted the Scottish Ministers and the Department of Justice in Northern Ireland in accordance with section 219(6) and (7) of that Act.

Part 1 — Introductory

Citation, extent and interpretation

1

• (1) These Regulations may be cited as the Economic Crime and Corporate Transparency Act 2023 (Commencement No. 2 and Transitional Provision) Regulations 2024.

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

• (3) In these Regulations—

• “the 2006 Act” means the Companies Act 2006[^f00002];

• “the 2023 Act” means the Economic Crime and Corporate Transparency Act 2023.

Part 2 — Commencement of the 2023 Act

Provisions of the 2023 Act coming into force on 4th March 2024

2

The following provisions of the 2023 Act come into force on 4th March 2024—

• (a) section 1 (the registrar’s objectives);

• (b) section 2 (statement as to lawful purposes);

• (c) section 4(3) and (4) (proposed officers: identity verification);

• (d) section 8 (names for criminal purposes);

• (e) section 9 (names suggesting connection with foreign governments etc);

• (f) section 10 (names containing computer code);

• (g) section 11 (prohibition on re-registering name following direction);

• (h) section 12 (prohibition on using name that another company has been directed to change);

• (i) section 13 (directions to change name: period for compliance);

• (j) section 14 (requirements to change name: removal of old name from public inspection);

• (k) section 15 (objections to company’s registered name);

• (l) section 16 (misleading indication of activities);

• (m) section 17 (direction to change name used for criminal purposes);

• (n) section 18 (direction to change name wrongly registered);

• (o) section 19 (registrar’s power to change names containing computer code);

• (p) section 20 (registrar’s power to change company’s name for breach of direction);

• (q) section 21 (sections 19 and 20: consequential amendments);

• (r) section 23 (use of name suggesting connection with foreign governments etc);

• (s) section 24 (use of name giving misleading indication of activities);

• (t) section 25 (use of name that a company has been required to change);

• (u) section 26 (use of name that another company has been required to change);

• (v) section 28 (registered office: appropriate address);

• (w) section 29 (registered email addresses etc);

• (x) section 30 (registered email addresses: transitional provision);

• (y) section 35 (power to impose director disqualification sanctions) so far as not already in force;

• (z) section 36 (disqualification of persons designated under sanctions legislation: GB);

• (z1) section 37 (section 36: application to other bodies) so far as not already in force;

• (z2) section 38 (disqualification of persons designated under sanctions legislation: NI);

• (z3) section 39 (section 38: application to other bodies) so far as not already in force;

• (z4) section 40 (disqualified directors);

• (z5) section 41 (section 40: amendments to clarify existing corresponding provisions);

• (z6) section 42 (repeal of power to require additional statements);

• (z7) section 45 (registrar’s power to change a director’s service address);

• (z8) section 47 (additional ground for rectifying the register of members);

• (z9) section 48 (register of members: protecting information) so far as not already in force;

• (z10) section 51 and Schedule 2 (abolition of certain local registers) for the purpose of bringing into force sections 167H, 167J, 167K, 279H, 279J, 279K and 790LD of the 2006 Act for the purposes of sections 246 (as substituted by section 45 of the 2023 Act), 1097B(4) and 1097C(4) of the 2006 Act (as inserted, respectively, by sections 106 and 107 of the 2023 Act) and provision made by virtue of sections 1097B(4) and 1097C(4);

• (z11) section 52 (protection of date of birth information) so far as not already in force;

• (z12) section 59 (confirmation statements) other than subsection (2) to the extent that it substitutes section 853A(1)(b)(iii) of the 2006 Act;

• (z13) section 60 (duty to confirm lawful purposes) (but see regulation 5);

• (z14) section 61 (duty to notify a change in company’s principal business activities);

• (z15) section 63 (confirmation statements: offences);

• (z16) section 71 (requirements for administrative restoration);

• (z17) section 75(1) and (2) (delivery of documents by electronic means);

• (z18) section 76 (delivery of order confirming reduction of share capital);

• (z19) section 77 (delivery of statutory declaration of solvency);

• (z20) section 78 (registrar’s rules requiring documents to be delivered together);

• (z21) section 79 (power to reject documents for inconsistencies);

• (z22) section 80 (informal correction of document);

• (z23) section 81 (preservation of original documents);

• (z24) section 82 (records relating to dissolved companies etc);

• (z25) section 83 (power to require additional information);

• (z26) section 84 (registrar’s notice to resolve inconsistencies);

• (z27) section 85 (administrative removal of material from the register) so far as not already in force;

• (z28) section 86 (rectification of the register under court order);

• (z29) section 87 (power to require businesses to report discrepancies) so far as not already in force;

• (z30) section 88 (inspection of the register: general);

• (z31) section 89 (copies of material on the register);

• (z32) section 90 (material not available for public inspection);

• (z33) section 91 (protecting information on the register) so far as not already in force;

• (z34) section 92 (analysis of information for the purposes of crime prevention or detection);

• (z35) section 93 (fees: costs that may be taken into account) so far as not already in force;

• (z36) section 94 (disclosure of information) and Schedule 3 (disclosure of information: consequential amendments) so far as not already in force;

• (z37) section 95 (use or disclosure of directors’ address information by companies);

• (z38) section 96 (use or disclosure of PSC information by companies) so far as not already in force;

• (z39) section 97 (use of directors’ address information by registrar);

• (z40) section 102 (general false statement offences);

• (z41) section 104 (financial penalties) so far as not already in force;

• (z42) section 105 (registered office: rectification of register) so far as not already in force;

• (z43) section 106 (rectification of register: service addresses) so far as not already in force;

• (z44) section 107 (rectification of register: principal office addresses) so far as not already in force;

• (z45) section 108 (service of documents on people with significant control);

• (z46) section 155 (power to amend disqualification legislation in relation to relevant entities: NI) so far as not already in force;

• (z47) section 156 (register of overseas entities);

• (z48) section 157 (required information about overseas entities: address information);

• (z49) section 161 (registrable beneficial owners: cases involving trusts) so far as not already in force;

• (z50) section 162 (registrable beneficial owners: nominees);

• (z51) section 164 (applications for removal);

• (z52) section 167 (material unavailable for public inspection) so far as not already in force;

• (z53) section 169 (resolving inconsistencies in the register);

• (z54) section 170 (administrative removal of material from the register) so far as not already in force;

• (z55) section 171 (false statement offences in connection with information notices);

• (z56) section 172 (general false statement offences);

• (z57) section 173 (enforcement of requirement to register: updated language about penalties etc);

• (z58) section 175 (financial penalties: interaction with offences);

• (z59) section 176 (meaning of “service address”);

• (z60) section 177 (meaning of “registered overseas entity” in land registration legislation);

• (z61) section 207 (Law Society: powers to fine in cases relating to economic crime);

• (z62) section 208 (Scottish Solicitors’ Discipline Tribunal: powers to fine in cases relating to economic crime);

• (z63) section 209 (regulators of legal services: objective relating to economic crime);

• (z64) section 210 (approved regulators: information powers relating to economic crime) so far as not already in force;

• (z65) section 212 (reports on payments to governments regulations: false statement offences etc), and

• (z66) section 215 (report on costs orders for proceedings for civil recovery).

Provisions of the 2023 Act coming into force on 5th March 2024

3

Section 75(3) and (4) (delivery of documents by electronic means) of the 2023 Act comes into force on 5th March 2024.

Provisions of the 2023 Act coming into force on 26th April 2024

4

The following provisions of the 2023 Act come into force on 26th April 2024—

• (a) Part 1 of Schedule 8 (cryptoassets: confiscation orders) (and section 179 so far as it relates to Part 1 of Schedule 8) so far as not already in force;

• (b) section 180 and Schedule 9 (cryptoassets: civil recovery)—

• (i) in relation to Scotland, so far as they relate to the exercise of powers in Chapters 3C to 3F of Part 5 of the Proceeds of Crime Act 2002[^f00003] by officers of Revenue and Customs and immigration officers;

• (ii) in relation to England and Wales and Northern Ireland, so far as not already in force;

• (c) section 181 and Schedule 10 (cryptoassets: terrorism) so far as not already in force;

• (d) section 185 (money laundering: information orders) so far as not already in force, and

• (e) section 186 (terrorism financing: information orders) so far as not already in force.

Part 3 — Transitional provision

Companies transitional provision

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• (1) The duty in section 853BA (duty to confirm lawful purpose) of the 2006 Act first applies to a company on the first occasion on which the company delivers a confirmation statement with a confirmation date that is after the day on which section 60 of the 2023 Act comes into force in accordance with regulation 2(z13).

• (2) The reference in paragraph (1) to the duty in section 853BA of the 2006 Act includes that duty as it is applied to limited liability partnerships by regulation 30 (duty to deliver confirmation statements and notify relevant events) of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009[^f00004].

• (3) In this regulation—

• “confirmation date” has the meaning given in section 853A(3)(a) (duty to deliver confirmation statements) of the 2006 Act;

• “confirmation statement” has the meaning given in section 853A(1)(b) (duty to deliver confirmation statements) of the 2006 Act[^f00005];

• “limited liability partnership” means a limited liability partnership registered under the Limited Liability Partnerships Act 2000[^f00006].

Register of Overseas Entities transitional provision

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• (1) For any overseas entity which was allocated an overseas entity ID under section 5 of the 2022 Act (registration and allocation of overseas entity ID) before 4th March 2024, the amendments to the 2022 Act made by section 161 (registrable beneficial owners: cases involving trusts) and section 162 (registrable beneficial owners: nominees) of the 2023 Act apply when it delivers the statements and information required by section 7 of the 2022 Act (updating duty) on the first occasion after the 4th June 2024.

• (2) In this regulation—

• “the 2022 Act” means the Economic Crime (Transparency and Enforcement) Act 2022[^f00007];

• “overseas entity” has the meaning given in section 2 of the 2022 Act.

Signed

Kevin Hollinrake — Parliamentary Under Secretary of State — Department for Business and Trade — 29th February 2024

Explanatory note

(This note is not part of the Regulations)

Explanatory Note

These Regulations are the second commencement regulations made under the Economic Crime and Corporate Transparency Act 2023 (c. 56). They commence certain provisions in Parts 1 to 5 of that Act.

Footnotes

[^f00001]: 2023 c. 56.

[^f00002]: 2006 c. 46.

[^f00003]: 2002 c. 29. Chapters 3C to 3F are inserted by paragraph 1 of Schedule 9 to the Economic Crime and Corporate Transparency Act 2023. Section 24 of the UK Borders Act 2007 (c. 30), as amended by paragraph 17 of that Schedule, applies certain of those provisions in relation to immigration officers.

[^f00004]: S.I. 2009/1804. Regulation 30 was amended by regulation 21 of S.I. 2024/234. Other amendments have been made which are not relevant.

[^f00005]: Section 853A(1)(b) was substituted by section 59 of the Economic Crime and Corporate Transparency Act 2023.

[^f00006]: 2000 c. 12.

[^f00007]: 2022 c. 10.