Economic Crime (Transparency and Enforcement) Act 2022

• (a) after “requiring the respondent” insert “or any specified responsible officer”;

• (b) for “require the respondent” substitute “require them”.

• (6) In subsection (6), after “respondent” insert “or any specified responsible officer”.

• (7) After subsection (6) insert—

(7) For the purposes of this Chapter, each of the following is a “responsible officer” of the respondent (in a case where the respondent is not an individual)— (a) any director of the respondent, including any person occupying the position of a director, by whatever name called; (b) any member of a body of the respondent equivalent to a board of directors; (c) any other manager, secretary or similar officer of the respondent; (d) where the respondent is a partnership, a partner or member of the partnership; (e) any person in accordance with whose directions or instructions the board of directors or equivalent body of the respondent are accustomed to act.

• (8) In section 396C (effect of unexplained wealth order in case of non-compliance)—

• (a) in subsection (1), for “the respondent fails” substitute “the respondent and the specified responsible officer (if any), between them, fail”;

• (b) in subsection (5)(a), after “a respondent” insert “or a specified responsible officer”;

• (c) in subsection (5)(b)—

• (i) omit “on the respondent”;

• (ii) for “the respondent is” substitute “the respondent and the specified responsible officer (if any) are”.

• (9) In section 396D (effect of unexplained wealth order in case of compliance or purported compliance)—

• (a) in subsection (1), for “the respondent complies, or purports to comply, with the” substitute “the respondent and the specified responsible officer (if any) between them comply, or purport to comply, with all of the”;

• (b) in subsection (8)—

• (i) omit paragraph (a);

• (ii) in the words after paragraph (c), for “(a) to (c)” substitute “(b) and (c)”.

• (10) In section 396G(3) (disclosure of information, copying of documents etc), after “the respondent” insert “or any specified responsible officer”.

Alternative test to the income requirement: England and Wales and Northern Ireland

47

In section 362B(3) of the Proceeds of Crime Act 2002 (income requirement for making of unexplained wealth order)—

• (a) after “suspecting” insert

— (a)

;

• (b) at the end insert

, or (b) that the property has been obtained through unlawful conduct (within the meaning given by section 242).

Alternative test to the income requirement: Scotland

48

In section 396B(3) of the Proceeds of Crime Act 2002 (income requirement for making of unexplained wealth order)—

• (a) after “suspecting” insert

— (a)

;

• (b) at the end insert

, or (b) that the property has been obtained through unlawful conduct (within the meaning given by section 242).

Power to extend period for which interim freezing order has effect: England and Wales and Northern Ireland

49

• (1) The Proceeds of Crime Act 2002 is amended as follows.

• (2) In section 362D (effect of order: cases of compliance or purported compliance)—

• (a) in subsection (3), at the end insert “, or that period as it may be extended by virtue of section 362DA or 362DB (the “determination period”)”;

• (b) in subsection (4), for “60 day period mentioned in subsection (3)” substitute “determination period”.

• (3) After that section insert—

(362DA) (1) The High Court may, on an application made by the enforcement authority, extend the determination period if satisfied that— (a) the enforcement authority is working diligently and expeditiously towards making a determination under section 362D(2), (b) further time is needed for the authority to make that determination, and (c) it is reasonable in all the circumstances for the period to be extended. (2) The application must be made before the determination period would otherwise end. (3) An extension of the determination period must end no later than the end of the period of 63 days beginning with the day after that on which the period would otherwise end. (4) Where the determination period is extended under subsection (1), it may be further extended by the High Court (and subsections (2) and (3) apply in relation to any further extension as they apply in relation to the first one). (5) But the determination period as extended must not in total exceed the period of 186 days starting with the day of compliance (within the meaning given by section 362D(7)(b)). (362DB) (1) Subsection (2) applies where— (a) an application is made to the High Court under section 362DA for the extension (or further extension) of the determination period, and (b) the period would (apart from that subsection) end before the court determines the application or it is otherwise disposed of. (2) The determination period is extended from the time when it would otherwise end until— (a) the Court determines the application or it is otherwise disposed of, or (b) if earlier, the end of the period of 31 days beginning with the day after that on which the period would otherwise have ended. (3) Subsection (4) applies where— (a) proceedings on an appeal in respect of a decision on an application under section 362DA have been brought, and (b) the determination period would (apart from that subsection) end before the proceedings are finally determined or otherwise disposed of. (4) The determination period is extended from the time when it would otherwise end until— (a) the proceedings are finally determined or otherwise disposed of, or (b) if earlier, the end of the period mentioned in subsection (2)(b). (5) Subsection (6) applies where— (a) an application is made to the Court under section 362DA for an extension of the determination period, (b) the Court refuses to grant the application, and (c) the period would (apart from that subsection) end before the end of the 5 day period. (6) The determination period is extended from the time when it would otherwise end until— (a) the end of the 5 day period, or (b) if proceedings on an appeal against the decision are brought before the end of the 5 day period, the time when those proceedings are brought. (7) The “5 day period” is the period of 5 working days beginning with the day on which the Court refuses to grant the application; and for these purposes “working day” means a day other than— (a) a Saturday or a Sunday, (b) Christmas Day or Good Friday, or (c) a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the United Kingdom in which the application in question under section 362DA is made. (8) The restriction on the overall extension of the determination period mentioned in section 362DA(5) applies to an extension of the period in accordance with any provision of this section as it applies to an extension under an order of the Court.

• (4) In section 362K(6)(a) (variation and discharge of interim freezing order), for “60 day period mentioned in section 362D(3)” substitute “determination period (see section 362D(3))”.

Power to extend period for which interim freezing order has effect: Scotland

50

• (1) The Proceeds of Crime Act 2002 is amended as follows.

• (2) In section 396D (effect of order: cases of compliance or purported compliance)—

• (a) in subsection (4), at the end insert “, or that period as it may be extended by virtue of section 396DA or 396DB (the “determination period”)”;

• (b) in subsection (5), for “60 day period mentioned in subsection (3)” substitute “determination period”.

• (3) After that section insert—

(396DA) (1) The Court of Session may, on an application made by the Scottish Ministers or the Lord Advocate, extend the determination period if satisfied that— (a) the applicant is working diligently and expeditiously towards making a determination under section 396D(2)(b) or (3) (as the case may be), (b) further time is needed to make that determination, and (c) it is reasonable in all the circumstances for the period to be extended. (2) The application must be made before the determination period would otherwise end. (3) An extension of the determination period must end no later than the end of the period of 63 days beginning with the day after that on which the period would otherwise end. (4) Where the period is extended under subsection (1), it may be further extended by the Court of Session (and subsections (2) and (3) apply in relation to any further extension as they apply in relation to the first one). (5) But the determination period as extended must not exceed the period of 186 days starting with the day of compliance (within the meaning given by section 396D(8)(b)). (396DB) (1) Subsection (2) applies where— (a) an application is made to the Court of Session under section 396DA for the extension (or further extension) of the determination period, and (b) the period would (apart from that subsection) end before the Court determines the application or it is otherwise disposed of. (2) The determination period is extended from the time when it would otherwise end until— (a) the Court determines the application or it is otherwise disposed of, or (b) if earlier, the end of the period of 31 days beginning with the day after that on which the period would otherwise have ended. (3) Subsection (4) applies where— (a) proceedings on an appeal in respect of a decision on an application under section 396DA have been brought, and (b) the determination period would (apart from that subsection) end before the proceedings are finally determined or otherwise disposed of. (4) The determination period is extended from the time when it would otherwise end until— (a) the proceedings are finally determined or otherwise disposed of, or (b) if earlier, the end of the period mentioned in subsection (2)(b). (5) Subsection (6) applies where— (a) an application is made to the Court under section 396DA for an extension of the determination period, (b) the Court refuses to grant the application, and (c) the period would (apart from that subsection) end before the end of the 5 day period. (6) The determination period is extended from the time when it would otherwise end until— (a) the end of the 5 day period, or (b) if proceedings on an appeal against the decision are brought before the end of the 5 day period, the time when those proceedings are brought. (7) The “5 day period” is the period of 5 working days beginning with the day on which the Court refuses to grant the application; and for these purposes “working day” means a day other than— (a) a Saturday or a Sunday, or (b) a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in Scotland. (8) The restriction on the overall extension of the determination period mentioned in section 396DA(5) applies to an extension of the period in accordance with any provision of this section as it applies to an extension under an order of the Court.

• (4) In section 396K(6)(a) (variation and recall of interim freezing order), for “60 day period mentioned in section 396D(4)” substitute “determination period (see section 396D(4))”.

Annual reports on use of unexplained wealth orders: England and Wales

51

After section 362I of the Proceeds of Crime Act 2002 insert—

(362IA) (1) The Secretary of State must prepare and publish a report in respect of each relevant period setting out— (a) the number of unexplained wealth orders made by the High Court in England and Wales during that period, and (b) the number of applications made to that Court by enforcement authorities for such an order during that period. (2) Each of the following is a “relevant period”— (a) the period of 12 months beginning with the day on which section 51 of the Economic Crime (Transparency and Enforcement) Act 2022 comes into force; (b) each subsequent period of 12 months. (3) A report under this section must be prepared and published within the period of 4 months beginning with the end of the relevant period to which the report relates. (4) The Secretary of State must lay a copy of each report prepared under this section before Parliament.

Limits on costs orders in relation to unexplained wealth orders: England and Wales and Northern Ireland

52

After section 362T of the Proceeds of Crime Act 2002 insert—

(362U) (1) This section applies in the following cases— (a) an enforcement authority has made an application for an unexplained wealth order under section 362A; (b) an enforcement authority has made an application for the determination period to be extended under section 362DA; (c) an application has been made to discharge or vary an unexplained wealth order; (d) an enforcement authority has made an application for an interim freezing order under section 362J; (e) an application has been made to discharge or vary an interim freezing order; (f) an application has been made in the circumstances referred to in section 362M to— (i) stay an action, execution or other legal process, (ii) grant leave to levy distress or use the procedure in Schedule 12 to the Tribunals, Courts and Enforcement Act 2007 (taking control of goods), (iii) stay proceedings in respect of property or allow them to continue, or (iv) grant leave to exercise a right of forfeiture in relation to a tenancy; (g) an enforcement authority has made an application for an order for the appointment of a receiver under section 362N; (h) an enforcement authority has made an application for an order under section 362O (powers of receiver); (i) an application has been made for directions to a receiver under section 362P; (j) an application has been made to discharge or vary— (i) the appointment of a receiver under section 362N, (ii) an order under section 362O, or (iii) directions under section 362P; (k) an application has been made for compensation under section 362R; (l) the High Court has of its own motion exercised a power to do anything an application mentioned in paragraphs (a) to (k) may be made for; (m) an application has been made for permission to appeal in relation to anything mentioned in paragraphs (a) to (l). (2) The court may not make an order that any costs of proceedings relating to a case to which this section applies (including appeal proceedings) are payable by an enforcement authority to a respondent or a specified responsible officer in respect of the involvement of the respondent or the officer in those proceedings, unless— (a) the authority acted unreasonably in making or opposing the application to which the proceedings relate, or in supporting or opposing the making of the order to which the proceedings relate, or (b) the authority acted dishonestly or improperly in the course of the proceedings.

Limits on expenses orders in relation to unexplained wealth orders: Scotland

53

After section 396U of the Proceeds of Crime Act 2002 insert—

(396V) (1) This section applies in the following cases— (a) the Scottish Ministers have made an application for an unexplained wealth order under section 396A; (b) an application has been made for the determination period to be extended under section 396DA; (c) an application has been made to discharge or vary an unexplained wealth order; (d) the Scottish Ministers have made an application for an interim freezing order under section 396J; (e) an application has been made to vary or recall an interim freezing order; (f) an application has been made in the circumstances referred to in section 396M to— (i) sist an action, execution or other legal process, or (ii) sist proceedings in respect of property or allow them to continue; (g) the Scottish Ministers have made an application under section 396N (arrestment of property affected by interim freezing order); (h) the Scottish Ministers have made an application under section 396O (inhibition of property affected by interim freezing order); (i) the Scottish Ministers have made an application for an order for the appointment of a receiver under section 396P; (j) the Scottish Ministers have made an application for an order under section 396Q (powers of receiver); (k) an application has been made for directions to a receiver under section 396R; (l) an application has been made to vary or recall— (i) the appointment of a receiver under section 396P, (ii) an order under section 396Q or (iii) directions under section 396R; (m) an application has been made for compensation under section 396S; (n) the Court of Session has of its own motion exercised a power to do anything an application mentioned in paragraphs (a) to (m) may be made for; (o) an application has been made for permission to appeal in relation to anything mentioned in paragraphs (a) to (n). (2) The court may not make an order that any expenses of proceedings relating to a case to which this section applies (including appeal proceedings) are payable by the Scottish Ministers or the Lord Advocate to a respondent or a specified responsible officer in respect of the involvement of the respondent or the officer in those proceedings, unless— (a) the Scottish Ministers or the Lord Advocate acted unreasonably in making or opposing the application to which the proceedings relate, or in supporting or opposing the making of the order to which the proceedings relate, or (b) the Scottish Ministers or the Lord Advocate acted dishonestly or improperly in the course of the proceedings.

PART 3 — Sanctions

CHAPTER 1 — Monetary penalties

Removal of reviews

54

• (1) Section 146 of the Policing and Crime Act 2017 (power to impose monetary penalties for breaching financial sanctions) is amended as follows.

• (2) In subsection (1) omit paragraph (b) (together with “and” preceding it).

• (3) After subsection (1) insert—

(1A) In determining for the purposes of subsection (1) whether a person has breached a prohibition, or failed to comply with an obligation, imposed by or under financial sanctions legislation, any requirement imposed by or under that legislation for the person to have known, suspected or believed any matter is to be ignored.

Procedural rights

55

In section 147 of the Policing and Crime Act 2017 (monetary penalties: procedural rights), omit subsection (5) (personal review by Minister).

Reporting on breach of financial sanctions

56

In section 149 of the Policing and Crime Act 2017 (monetary penalties: supplementary), after subsection (2) insert—

(3) The Treasury may also publish reports at such intervals as it considers appropriate in cases where— (a) a monetary penalty has not been imposed under section 146 or 148, but (b) the Treasury is satisfied, on the balance of probabilities, that a person has breached a prohibition, or failed to comply with an obligation, that is imposed by or under financial sanctions legislation.

CHAPTER 2 — Imposition of sanctions etc

Sanctions regulations

Streamlining process of making sanctions regulations

57

• (1) The Sanctions and Anti-Money Laundering Act 2018 (referred to in this Chapter as the “2018 Act”) is amended as follows.

• (2) In section 1 (power to make sanctions regulations) omit subsection (4).

• (3) Omit section 2 (additional requirements for regulations for a purpose within section 1(2)).

• (4) In section 45 (revocation and amendment of regulations under section 1)—

• (a) in subsection (2)—

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

• (ii) omit paragraph (b);

• (b) omit subsections (3) to (5);

• (c) in subsection (6) omit “, section 2”.

Designation

Urgent designation of persons by name

58

• (1) Section 11 of the 2018 Act (designation of a person by name under a designation power) is amended in accordance with subsections (2) to (6).

• (2) After subsection (1) insert—

(1A) The regulations must contain provision for the Minister to be able to choose whether to designate a person under— (a) the standard procedure, or (b) the urgent procedure.

• (3) For subsection (2) substitute—

(2) The regulations must provide that under the standard procedure the Minister is prohibited from designating a person by name except where condition A is met. (2A) Condition A is that the Minister has reasonable grounds to suspect that that person is an involved person (see subsection (3)). (2B) The regulations must provide that under the urgent procedure— (a) the Minister may designate a person by name where condition A is not met, but conditions B and C are met, and (b) the designation ceases to have effect at the end of the period of 56 days beginning with the day following the designation unless, within that period, the Minister certifies that— (i) condition A is met, or (ii) conditions B and C continue to be met. (2C) The regulations must provide that, under the urgent procedure, in a case where the Minister makes a certification under subsection (2B)(b)(ii), the designation ceases to have effect at the end of the period of 56 days beginning with the day immediately following the period mentioned in subsection (2B)(b), unless within that period the Minister certifies that condition A is met. (2D) Condition B is that relevant provision (whenever made) applies to, or in relation to, the person under the law of— (a) the United States of America; (b) the European Union; (c) Australia; (d) Canada; (e) any other country specified for the purposes of this paragraph in regulations made by an appropriate Minister. (2E) Condition C is that the Minister considers that it is in the public interest to make designations under the urgent procedure. (2F) For the purposes of condition B, relevant provision is provision that the Minister considers— (a) corresponds, or is similar, to the type of sanction or sanctions in the regulations under section 1, or (b) is made for purposes corresponding, or similar, to any purpose of any type of sanction or sanctions in the regulations under section 1.

• (4) In subsection (7), after “by name” insert “under the standard procedure”.

• (5) After subsection (7) insert—

(7A) The regulations must, in relation to any case where the Minister designates a person by name under the urgent procedure, require the information given under the provision made under section 10(3) to include a statement— (a) that the designation is made under the urgent procedure, (b) identifying the relevant provision by reference to which the Minister considers that condition B is met in relation to the person, and (c) setting out why the Minister considers that condition C is met. (7B) The regulations must also provide that, in relation to any case where the Minister designates a person by name under the urgent procedure, the Minister must, after the end of the period mentioned in subsection (2B)(b), or if the Minister has made a certification under subsection (2B)(b)(ii) the period mentioned in subsection (2C), but otherwise without delay— (a) in a case where the designation ceases to have effect, take such steps as are reasonably practicable to inform the person that the designation has ceased to have effect, or (b) in any other case, take such steps as are reasonably practicable to give the designated person a statement of reasons.

• (6) In subsection (8)—

• (a) for “subsection (7)” substitute “subsections (7) and (7A)”;

• (b) for “which have led the Minister to make the designation” substitute

— (a) in the case of a designation under the standard procedure, which have led the Minister to make the designation, and (b) in the case of a designation under the urgent procedure, as a result of which the designation does not cease to have effect at the end of the period mentioned in subsection (2B)(b) or (2C) (as the case may be).

• (7) In section 22 of the 2018 Act (power to vary or revoke designation made under regulations), in subsection (4), in paragraph (a)—

• (a) for “11(2)” substitute “11”;

• (b) omit the words in brackets.

Urgent designation of persons by description

59

• (1) Section 12 of the 2018 Act (designation by persons by description under a designation power) is amended in accordance with subsections (2) to (9).

• (2) After subsection (1) insert—

(1A) The regulations must contain provision for the Minister to be able to choose whether to provide that persons of a specified description are designated persons under either— (a) the standard procedure, or (b) the urgent procedure.

• (3) For subsection (2) substitute—

(2) The regulations must contain provision which prohibits the exercise of that power under the standard procedure except where conditions A and C are met.

• (4) Omit subsection (4).

• (5) In subsection (5) omit paragraph (b) (and the “and” before it).

• (6) After subsection (5) insert—

(5A) The regulations must provide that under the urgent procedure— (a) the Minister may provide that persons of a specified description are designated persons where condition C is not met, but conditions A, D and E are met, and (b) the persons cease to be designated persons at the end of the period of 56 days beginning with the day following the day on which the persons became designated persons unless, within that period, the Minister certifies that— (i) conditions A and C are met, or (ii) conditions A, D and E continue to be met. (5B) The regulations must also provide that, under the urgent procedure, in a case where the Minister makes a certification under subsection (5A)(b)(ii), the designation ceases to have effect at the end of the period of 56 days beginning with the day immediately following the period mentioned in subsection (5A)(b), unless within that period the Minister certifies that conditions A and C are met. (5C) Condition D is that the description of persons specified is of persons (or some persons) to which, or in relation to which, relevant provision (whenever made) applies under the law of— (a) the United States of America; (b) the European Union; (c) Australia; (d) Canada; (e) any other country specified for the purposes of this paragraph in regulations made by an appropriate Minister. (5D) Condition E is that the Minister considers that it is in the public interest to provide that persons of a specified description are designated persons under the urgent procedure. (5E) For the purposes of condition D, relevant provision is provision that the Minister considers— (a) corresponds, or is similar, to the type of sanction or sanctions in the regulations under section 1, or (b) is made for purposes corresponding, or similar, to any purpose of any type of sanction or sanctions in the regulations under section 1.

• (7) In subsection (7), after “designated persons” insert “under the standard procedure”.

• (8) After subsection (7) insert—

(7A) The regulations must, in relation to any case where the Minister provides that persons of a specified description are designated persons under the urgent procedure, require the information given under the provision made under section 10(3) to include a statement— (a) that the provision is made under the urgent procedure, (b) identifying the relevant provision by reference to which the Minister considers that condition D is met in relation to persons of the specified description, and (c) setting out why the Minister considers that condition E is met. (7B) The regulations must provide that, in relation to any case where the Minister provides that persons of a specified description are designated persons under the urgent procedure, the Minister must, after the end of the period mentioned in subsection (5A)(b), or if the Minister has made a certification under subsection (5A)(b)(ii) the period mentioned in subsection (5B), but otherwise without delay— (a) in a case where the persons cease to be designated persons, take such steps as are reasonably practicable to inform the persons that they have ceased to be designated persons, or (b) in any other case, take such steps as are reasonably practicable to give each designated person a statement of reasons.

• (9) In subsection (8)—

• (a) for “subsection (7)” substitute “subsections (7) and (7A)”;

• (b) for the words from “which have led” to the end substitute

— (a) in the case of a designation under the standard procedure, which have led the Minister to make the provision designating persons of that description, and (b) in the case of a designation under the urgent procedure, as a result of which the persons do not cease to be designated persons at the end of the period mentioned in subsection (5A)(b) or (5B) (as the case may be).

• (10) In section 22 of the 2018 Act (power to vary or revoke designation made under regulations), in subsection (4), in paragraph (b)—

• (a) for “12(2)” substitute “12”;

• (b) omit the words in brackets.

Specified ships

60

In section 14 of the 2018 Act (“specified ships”), in subsection (6), omit paragraph (b) (and the “and” before it).

Existing sanctions regulations

61

• (1) Any pre-commencement regulations which authorise an appropriate Minister to designate persons by name (see section 11 of the 2018 Act) have effect, and for the purposes of anything done on or after the day on which this Act is passed are deemed to have always had effect, as if the regulations contain the provision required to be included as a result of the amendments made by section 58.

• (2) Any pre-commencement regulations which grant a power to an appropriate Minister to provide that persons of a specified description are designated persons (see section 12 of the 2018 Act) have effect, and for the purposes of anything done on or after the day on which this Act is passed are deemed to have always had effect, as if the regulations contain the provision required to be included as a result of the amendments made by section 59.

• (3) Pre-commencement regulations have effect, and for the purposes of anything done on or after the day on which this Act is passed are deemed to have always had effect, as if the regulations do not include any provision required to be included by the following provisions—

• (a) section 11(2)(b) of the 2018 Act (which is now omitted by virtue of the amendment made by section 58(3));

• (b) section 12(2) of the 2018 Act to the extent that that subsection related to provisions repealed by section 59(4) or (5);

• (c) provision repealed by section 60.

• (4) In this section, “pre-commencement regulations” means regulations under Part 1 of the 2018 Act made before the day on which this Act is passed.

Reviews and reports

Removal of reviews

62

• (1) Omit the following provisions of the 2018 Act—

• (a) section 24 (periodic review of certain designations);

• (b) section 28 (periodic review where ships are specified);

• (c) section 30 (review of regulations under section 1).

• (2) In section 33 of the 2018 Act (procedure for requests to, and reviews by, appropriate Minister)—

• (a) in the heading, omit “, and reviews by,”;

• (b) in subsection (1) omit “or a review under section 24, 28 or 30”.

• (3) In section 45 of the 2018 Act (revocation and amendment of regulations under section 1), in subsection (6) omit “and section 30”.

Removal of reporting requirements

63

• (1) Omit the following provisions of the 2018 Act—

• (a) section 18 (report in respect of offences in regulations);

• (b) section 32 (periodic reports on exercise of power to make regulations under section 1);

• (c) section 46 (report where regulations for a purpose within section 1(2) are amended).

• (2) In section 57 of the 2018 Act (duties to lay certain reports before Parliament: further provision)—

• (a) omit subsections (1) and (2);

• (b) in subsection (3), for “a reporting provision” substitute “paragraph 21(2) of Schedule 2 (duty to lay report)”;

• (c) in subsection (4), for “a reporting provision” substitute “paragraph 21(2) of Schedule 2”;

• (d) in subsection (5), for “the reporting provision in question” substitute “paragraph 21(2) of Schedule 2”.

Court reviews: restrictions regarding damages

64

• (1) In section 39 of the 2018 Act (court reviews: further provision)—

• (a) in subsection (2) omit paragraph (a) (and the “or” after it);

• (b) after subsection (2) insert—

(2A) Damages permitted by subsection (2) must not exceed such amount as may be specified in, or calculated in accordance with, regulations made by an appropriate Minister for the purposes of this subsection.

• (2) In section 55 (regulations: procedure), in subsection (5), after paragraph (a) insert—

(aa) section 39(2A),

.

• (3) The amendments made by this section apply in relation to proceedings to which section 39(2) of the 2018 Act applies that are commenced on or after 4 March 2022.

Miscellaneous

Sharing of information

65

In section 16 of the 2018 Act (sanctions regulations: information), in subsection (1)(a) after “requiring” insert “or authorising”.

Consequential provision

66

• (1) An appropriate Minister (within the meaning of the 2018 Act) may by regulations make provision that the Minister considers to be consequential on this Chapter amending—

• (a) Part 1 or 3 of the 2018 Act, or

• (b) regulations made under Part 1 of that Act.

• (2) A statutory instrument containing (whether alone or with other provision) regulations under this section that amend or repeal any provision of Part 1 or 3 of the 2018 Act is subject to the affirmative resolution procedure.

• (3) Any other statutory instrument containing regulations under this section is subject to the negative resolution procedure.

PART 4 — General

Regulations

67

• (1) A power to make regulations under this Act is exercisable by statutory instrument.

• (2) Regulations under this Act may make different provision for different purposes.

• (3) Regulations under this Act may—

• (a) include supplementary, incidental and consequential provision;

• (b) make transitional provision and savings.

• (4) Where regulations under this Act are subject to “the affirmative resolution procedure”, the regulations may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of each House of Parliament.

• (5) Where regulations under this Act are subject to “the negative resolution procedure”, the statutory instrument containing the regulations is subject to annulment in pursuance of a resolution of either House of Parliament.

• (6) Any provision that may be made by regulations under this Act subject to the negative resolution procedure may be made by regulations subject to the affirmative resolution procedure.

• (7) This section does not apply to regulations under section 69.

Extent

68

• (1) Except as mentioned in subsections (2) to (4), this Act extends to—

• (a) England and Wales,

• (b) Scotland, and

• (c) Northern Ireland.

• (2) In Part 1—

• (a) section 33(1) and Schedule 3 extend to England and Wales only;

• (b) section 33(2) and Parts 1 and 2 of Schedule 4 extend to Scotland only;

• (c) section 33(3) to (7) and Schedule 5 extend to Northern Ireland only.

• (3) In Part 2, section 51 extends to England and Wales only.

• (4) The amendments made by the rest of Part 2 and by Part 3 have the same extent as the provisions amended.

Commencement

69

• (1) Parts 1 and 2 come into force on such day as the Secretary of State may by regulations appoint.

• (2) Chapter 1 of Part 3 comes into force on such day as the Treasury may by regulations appoint.

• (3) Chapter 2 of Part 3 and this Part come into force on the day on which this Act is passed.

• (4) The Secretary of State may by regulations make transitional or saving provision in connection with the coming into force of any provision of Parts 1 and 2 or this Part.

• (5) The Secretary of State or the Treasury may by regulations make transitional or saving provision in connection with the coming into force of any provision of Part 3.

• (6) Regulations under this section may make different provision for different purposes.

• (7) A power to make regulations under this section is exercisable by statutory instrument.

Short title

70

This Act may be cited as the Economic Crime (Transparency and Enforcement) Act 2022.

SCHEDULE 1

PART 1 — Introduction

1

This Schedule sets out the required information for the purposes of sections 4, 7 and 9.

PART 2 — Overseas entities

2

• (1) The required information about an overseas entity is—

• (a) name;

• (b) country of incorporation or formation;

• (c) ... principal office;

• (d) a service address;

• (e) an email address;

• (f) the legal form of the entity and the law by which it is governed;

• (g) any public register in which it is entered and, if applicable, its registration number in that register.

• (h) if the entity is the registered proprietor of one or more qualifying estates in land in England and Wales, the title number of each of them;

• (i) if the entity is the registered owner of one or more qualifying estates in Northern Ireland, the folio number in respect of each of them;

• (j) if the entity is—

• (i) entered as proprietor in the proprietorship section of the title sheet for one or more plots of land that are registered in the Land Register of Scotland, or

• (ii) the tenant under one or more leases registered in the Land Register of Scotland,

the title number of the title sheet, in respect of each of them, in which the entity’s interest is registered.

• (2) In sub-paragraph (1)(g) “public register” means a register kept by a government or public authority in the country in which the overseas entity was incorporated or formed.

• (3) In sub-paragraph (1)(h)—

• “registered proprietor”, in relation to a qualifying estate, means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar;

• “qualifying estate” has the meaning given by paragraph 1 of Schedule 4A to the Land Registration Act 2002.

• (4) In sub-paragraph (1)(i)—

• “registered owner”, in relation to a qualifying estate, means the person registered in the register kept under the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) as the owner of the estate;

• “qualifying estate” has the meaning given by paragraph 1 of Schedule 8A to the Land Registration Act (Northern Ireland) 1970.

• (5) In sub-paragraph (1)(j)—

• (a) “lease”, “plot of land” and “proprietor” have the meanings given by section 113(1) of the Land Registration etc. (Scotland) Act 2012;

• (b) the reference to an entity’s being entered as proprietor in the proprietorship section of a title sheet is a reference to the name of the entity being so entered.

PART 3 — Registrable beneficial owners

Individuals

3

• (1) Where a registrable beneficial owner is an individual, the required information about the owner is—

• (a) name, date of birth and nationality;

• (b) usual residential address;

• (c) a service address;

• (d) the date on which the individual became a registrable beneficial owner in relation to the overseas entity;

• (e) whether the individual is a registrable beneficial owner by virtue of paragraph 2(1) of Schedule 2 or paragraph 2(2) of that Schedule;

• (f) if the individual is a registrable beneficial owner by virtue of paragraph 2(1) of Schedule 2—

• (i) a statement as to which of the conditions in paragraph 6 of that Schedule is met and why, and

• (ii) a statement as to whether that condition is met by virtue of the individual being a trustee;

• (fa) if the individual is a registrable beneficial owner by virtue of paragraph 2(2) of Schedule 2, a statement as to which of the conditions in paragraph 6A of that Schedule is met and why;

• (g) whether the individual is a designated person (within the meaning of section 9(2) of the Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available.

• (2) For the purposes of sub-paragraph (1)(a), “name” means a person’s first name (or other forename) and surname, except that in the case of—

• (a) a peer, or

• (b) an individual usually known by a title,

the title may be stated instead of the person’s first name (or other forename) and surname or in addition to either or both of them.

Governments and public authorities

4

Where a registrable beneficial owner is a government or public authority, the required information about the owner is—

• (a) name;

• (b) principal office;

• (c) a service address;

• (d) its legal form and the law by which it is governed;

• (e) the date on which the entity became a registrable beneficial owner in relation to the overseas entity;

• (f) whether the government or public authority is a registrable beneficial owner by virtue of paragraph 4(1) of Schedule 2 or paragraph 4(2) of that Schedule;

• (fa) if the government or public authority is a registrable beneficial owner by virtue of paragraph 4(1) of Schedule 2, a statement as to which of the conditions in paragraph 6 of that Schedule is met and why;

• (fb) if the government or public authority is a registrable beneficial owner by virtue of paragraph 4(2) of Schedule 2, a statement as to which of the conditions in paragraph 6A of that Schedule is met and why;

• (g) whether the entity is a designated person (within the meaning of section 9(2) of the Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available.

Other legal entities

5

• (1) Where the registrable beneficial owner is a legal entity other than a government or public authority, the required information about the owner is—

• (a) name;

• (b) ... principal office;

• (c) a service address;

• (d) the legal form of the entity and the law by which it is governed;

• (e) any public register in which it is entered and, if applicable, its registration number in that register;

• (f) the date on which the entity became a registrable beneficial owner in relation to the overseas entity;

• (g) whether the entity is a registrable beneficial owner by virtue of paragraph 3(1) of Schedule 2 or paragraph 3(2) of that Schedule;

• (h) if the entity is a registrable beneficial owner by virtue of paragraph 3(1) of Schedule 2—

• (i) a statement as to which of the conditions in paragraph 6 of that Schedule is met and why, and

• (ii) a statement as to whether that condition is met by virtue of the entity being a trustee;

• (ha) if the entity is a registrable beneficial owner by virtue of paragraph 3(2) of Schedule 2, a statement as to which of the conditions in paragraph 6A of that Schedule is met and why;

• (i) whether the entity is a designated person (within the meaning of section 9(2) of the Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available.

• (2) In sub-paragraph (1)(e) “public register” has the meaning given by paragraph 2(2).

PART 4 — Managing officers

Individuals

6

• (1) Where a managing officer is an individual, the required information about the officer is—

• (a) name, date of birth and nationality;

• (b) any former name (unless sub-paragraph (2) applies);

• (c) usual residential address;

• (d) a service address (which may be stated as the entity’s ... principal office);

• (e) business occupation (if any);

• (f) a description of the officer’s roles and responsibilities in relation to the entity.

• (g) if the officer is under the age of 16 years old, the name and contact details of an individual who is at least 16 years old and is willing to be contacted about the officer.

• (2) This sub-paragraph applies in the following cases—

• (a) in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of or succession to the title;

• (b) in the case of any person, where the former name—

• (i) was changed or disused before the person attained the age of 16 years, or

• (ii) has been changed or disused for 20 years or more.

• (3) In sub-paragraph (1)(a) and (g), “name” has the meaning given by paragraph 3(2).

• (4) For the purposes of sub-paragraph (1)(b), “former name” means a name by which the individual was formerly known for business purposes.

Where a person is or was formerly known by more than one such name, each of them must be stated.

Persons other than individuals

7

• (1) Where a managing officer is not an individual, the required information about the officer is—

• (a) name;

• (b) ... principal office;

• (c) a service address;

• (d) the legal form of the entity and the law by which it is governed;

• (e) any public register in which it is entered and, if applicable, its registration number in that register;

• (f) a description of the officer’s roles and responsibilities in relation to the entity;

• (g) the name and contact details of an individual who may be contacted about the managing officer.

the name and contact details of an individual who is at least 16 years old and is willing to be contacted about the officer.

• (2) In sub-paragraph (1)(e) “public register” has the meaning given by paragraph 2(2).

• (3) In sub-paragraph (1)(g), “name” has the meaning given by paragraph 3(2).

PART 5 — Trusts

8

• (1) The required information about a trust is—

• (a) the name of the trust or, if it does not have a name, a description by which it may be identified;

• (b) the date on which the trust was created;

• (c) in relation to each person who has at any time been a registrable beneficial owner in relation to the overseas entity by virtue of being a trustee of the trust—

• (i) the person’s name,

• (ii) the date on which the person became a registrable beneficial owner in that capacity, and

• (iii) if relevant, the date on which the person ceased to be a registrable beneficial owner in that capacity;

• (d) in relation to each beneficiary under the trust, the information that would be required under paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the beneficiary were a registrable beneficial owner in relation to the overseas entity;

the specified details of each beneficiary under the trust;

• (e) in relation to each settlor or grantor, the information that would be required under paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the settlor or grantor were a registrable beneficial owner in relation to the overseas entity;

the specified details of each settlor or grantor and, in relation to any settlor or grantor that is a legal entity, the specified details of any person who at the time at which the trust is settled—

• (i) is a registrable beneficial owner in relation to that entity (if it is overseas entity), or

• (ii) would be a registrable beneficial owner in relation to the entity if that entity were an overseas entity;

• (f) in relation to any interested person (see sub-paragraph (3))—

• (i) the information that would be required under paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the interested person were a registrable beneficial owner in relation to the overseas entity, and

• (ii) the date on which the person became an interested person.

the specified details of any interested person under the trust and the date on which they became an interested person.

• (1A) In sub-paragraph (1)(d) to (f) “the specified details”—

• (a) in relation to a person who is an individual, means—

• (i) name, date of birth and nationality;

• (ii) usual residential address;

• (iii) a service address;

• (b) in relation to a person that is a legal entity, means—

• (i) name;

• (ii) principal office;

• (iii) a service address;

• (iv) the legal form of the entity and the law by which it is governed;

• (v) any public register in which it is entered and, if applicable, its registration number in that register.

• (2) In sub-paragraph (1)(c) sub-paragraphs (1)(c) and (1A)(a), “name”, in relation to an individual, has the meaning given by paragraph 3(2).

• (3) In sub-paragraph (1)(f), “interested person”, in relation to a trust, means any person who, under the terms of the trust, has rights in respect of—

• (a) the appointment or removal of trustees, or

• (b) the exercise by the trustees of their functions.

PART 6 — Powers to make further provision under this Schedule

9

• (1) The Secretary of State may by regulations make further provision about the information required by paragraphs 2 to 8.

• (2) Regulations under this paragraph are subject to the negative resolution procedure.

10

• (1) The Secretary of State may by regulations amend this Schedule so as to add to or remove from any list of information in this Schedule.

• (2) Regulations under this paragraph are subject to the affirmative resolution procedure.

SCHEDULE 2

PART 1 — Meaning of “registrable beneficial owner”

Introduction

1

• (1) This Part defines “registrable beneficial owner” for the purposes of this Part of this Act.

• (2) A registrable beneficial owner may be—

• (a) an individual (see paragraph 2),

• (b) a legal entity (see paragraph 3), or

• (c) a government or public authority (see paragraph 4).

Registrable beneficial owners: individuals

2

• (1) An individual is a “registrable beneficial owner” in relation to an overseas entity if the individual —

• (a) is a beneficial owner of the overseas entity by virtue of paragraph 6, and

• (b) is not exempt from being registered (see Part 4).

• (2) An individual is also a “registrable beneficial owner” in relation to an overseas entity if the individual is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.

Registrable beneficial owners: legal entities

3

• (1) A legal entity other than a government or public authority is a “registrable beneficial owner” in relation to an overseas entity if it—

• (a) is a beneficial owner of the overseas entity by virtue of paragraph 6,

• (b) is subject to its own disclosure requirements (see Part 3) or is a beneficial owner of the overseas entity by virtue of being a trustee, and

• (c) is not exempt from being registered (see Part 4).

• (2) A legal entity other than a government or public authority is also a “registrable beneficial owner” in relation to an overseas entity if it is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.

Registrable beneficial owners: government or public authority

4

• (1) A government or public authority is a “registrable beneficial owner” in relation to an overseas entity in all cases where it is a beneficial owner of the entity by virtue of paragraph 6.

• (2) A government or public authority is also a “registrable beneficial owner” in relation to an overseas entity if it is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.

PART 2 — Meaning of “beneficial owner”

Introduction

5

This Part defines “beneficial owner” for the purposes of this Part of this Act.

Beneficial owners

6

A person (“X”) is a “beneficial owner” of an overseas entity or other legal entity (“Y”) if one or more of the following conditions are met.

• Ownership of sharesCondition 1 is that X holds, directly or indirectly, more than 25% of the shares in Y.

• Voting rightsCondition 2 is that X holds, directly or indirectly, more than 25% of the voting rights in Y.

• Right to appoint or remove directorsCondition 3 is that X holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of Y.

• Significant influence or controlCondition 4 is that X has the right to exercise, or actually exercises, significant influence or control over Y.

• Trusts, partnerships, etcCondition 5 is that—the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed meet any of the conditions specified above (in their capacity as such) in relation to Y, andX has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity.

PART 3 — Meaning of “subject to its own disclosure requirements”

7

• (1) For the purposes of this Schedule a legal entity is “subject to its own disclosure requirements” if—

• (a) Part 21A of the Companies Act 2006 applies to it (whether by virtue of section 790B of that Act or another enactment that extends the application of that Part),

• (b) it is a company to which section 790C(7)(b) of that Act applies (companies with voting shares traded on UK or EU regulated markets),

• (c) it is of a description specified in regulations under section 790B(1)(b) or 790C(7)(d) of that Act (or under either of those sections as extended),

• (d) it is an eligible Scottish partnership within the meaning of regulation 3 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694),

• (e) it is registered in the register of overseas entities under this Part of this Act, or

• (f) it is of a description specified by the Secretary of State in regulations under this paragraph.

• (2) Regulations under sub-paragraph (1)(f) are subject to the affirmative resolution procedure.

PART 4 — Beneficial owners exempt from registration

“Exempt from being registered”

8

For the purposes of paragraphs 2(1)(b) and 3(1)(c) a person who is a beneficial owner of an overseas entity is “exempt from being registered” if—

• (a) the person does not hold any interest in the overseas entity other than through one or more legal entities (see paragraph 9),

• (b) the person is a beneficial owner of every legal entity through which the person holds such an interest (see paragraph 9),

• (ba) the person is not a beneficial owner of the overseas entity by virtue of being a trustee,

• (c) as respects any shares or right in the overseas entity which the person holds indirectly as described in paragraph 9(3)(b)(i), the legal entity through which the shares or right are held is a beneficial owner of the overseas entity and is subject to its own disclosure requirements, and

• (d) as respects any shares or right in the overseas entity which the person holds indirectly as described in paragraph 9(3)(b)(ii), at least one of the legal entities in the chain is a beneficial owner of the overseas entity and is subject to its own disclosure requirements.

Holding an interest in an overseas entity etc

9

• (1) This paragraph specifies the circumstances in which, for the purposes of paragraph 8—

• (a) a person (“V”) is to be regarded as holding an interest in an overseas entity (“entity W”);

• (b) an interest held by V in entity W is to be regarded as held through a legal entity.

• (2) V holds an interest in entity W if—

• (a) V holds, directly or indirectly, shares in entity W,

• (b) V holds, directly or indirectly, voting rights in entity W,

• (c) V holds, directly or indirectly, the right to appoint or remove any member of the board of directors of entity W,

• (d) V has the right to exercise, or actually exercises, significant influence or control over entity W, or

• (e) the following conditions are both satisfied—

• (i) the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed hold an interest in entity W in a way mentioned in any of paragraphs (a) to (d);

• (ii) V has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity.

• (3) Where V—

• (a) holds an interest in entity W by virtue of indirectly holding shares or a right, and

• (b) does so by virtue of having a majority stake (see paragraph 18) in—

• (i) a legal entity (“L”) which holds the shares or right directly, or

• (ii) a legal entity that is part of a chain of legal entities such as is described in paragraph 18(1)(b) or (2)(b) that includes L,

V holds the interest in entity W throughLand, where relevant, through each other legal entity in the chain.

PART 5 — Supplementary provision about interpretation of Schedule

Introduction

10

This Part sets out further rules for the interpretation of this Schedule.

Joint interests

11

If two or more persons hold a share or right jointly, each of them is treated for the purposes of this Schedule as holding that share or right.

Joint arrangements

12

• (1) If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined shares or rights of both of them.

• (2) A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement.

• (3) “Arrangement” includes—

• (a) any scheme, agreement or understanding, whether or not it is legally enforceable, and

• (b) any convention, custom or practice of any kind.

• (4) But something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, or the time it has been in existence, or otherwise).

Calculating shareholdings

13

• (1) In relation to a legal entity that has a share capital, a reference to holding “more than 25% of the shares” in that entity is a reference to holding shares comprised in the issued share capital of that entity of a nominal value exceeding (in aggregate) 25% of that share capital.

• (2) In relation to a legal entity that does not have a share capital—

• (a) a reference to holding shares in that entity is a reference to holding a right to share in the capital or, as the case may be, profits of that entity;

• (b) a reference to holding “more than 25% of the shares” in that entity is a reference to holding a right or rights to share in more than 25% of the capital or, as the case may be, profits of that entity.

Voting rights

14

• (1) A reference to the voting rights in a legal entity is to the rights conferred on shareholders in respect of their shares (or, in the case of an entity not having a share capital, on members) to vote at general meetings of the entity on all or substantially all matters.

• (2) In relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights—

• (a) a reference to exercising voting rights in the entity is to be read as a reference to exercising rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company registered under the Companies Act 2006;

• (b) a reference to exercising more than 25% of the voting rights in the entity is to be read as a reference to exercising the right under the constitution of the entity to block changes to the overall policy of the entity or to the terms of its constitution.

15

In applying this Schedule, the voting rights in a legal entity are to be reduced by any rights held by the entity itself.

Rights to appoint or remove members of the board

16

A reference to the right to appoint or remove a majority of the board of directors of a legal entity is a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters.

17

References to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity.

Shares or rights held “indirectly”

18

• (1) A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity—

• (a) holds the share in question, or

• (b) is part of a chain of legal entities—

• (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

• (ii) the last of which holds the share.

• (2) A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity—

• (a) holds that right, or

• (b) is part of a chain of legal entities—

• (i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

• (ii) the last of which holds that right.

• (3) For these purposes, A has a “majority stake” in B if—

• (a) A holds a majority of the voting rights in B,

• (b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B,

• (c) A is a member of B and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

• (d) A has the right to exercise, or actually exercises, dominant influence or control over B.

• (4) In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—

• (a) a person’s appointment as director follows necessarily from that person’s appointment as director of the legal entity, or

• (b) the directorship is held by the legal entity itself.

Shares held by nominees

19

A share held by a person as nominee for another is to be treated for the purposes of this Schedule as held by the other (and not by the nominee).

Rights treated as held by a person who controls their exercise

20

• (1) Where a person controls a right, the right is to be treated for the purposes of this Schedule as held by that person (and not by the person who in fact holds the right, unless that person also controls it).

• (2) A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only—

• (a) by that person,

• (b) in accordance with that person’s directions or instructions, or

• (c) with that person’s consent or concurrence.

• (3) “Arrangement” has the meaning given in paragraph 12(3) and (4).

Rights exercisable only in certain circumstances etc

21

• (1) Rights that are exercisable only in certain circumstances are to be taken into account only—

• (a) when the circumstances have arisen, and for so long as they continue to obtain, or

• (b) when the circumstances are within the control of the person having the rights.

• (2) But rights that are exercisable by an administrator or by creditors while a legal entity is in relevant insolvency proceedings are not to be taken into account even while the entity is in those proceedings.

• (3) “Relevant insolvency proceedings” means—

• (a) administration within the meaning of the Insolvency Act 1986,

• (b) administration within the meaning of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or

• (c) proceedings under the insolvency law of a country or territory outside the United Kingdom during which an entity’s assets and affairs are subject to the control or supervision of a third party or creditor.

• (4) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.

Rights attached to shares held by way of security

22

Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person—

• (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person’s instructions, and

• (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person’s interests.

Limited partnerships

23

• (1) A person does not meet Condition 1, 2 or 3 of paragraph 6 in relation to an overseas entity by virtue only of being a limited partner.

• (2) A person does not meet Condition 1, 2 or 3 of paragraph 6 in relation to an overseas entity by virtue only of, directly or indirectly—

• (a) holding shares, or

• (b) holding a right,

in or in relation to a limited partner.

• (3) Sub-paragraphs (1) and (2) do not apply for the purposes of determining whether the requirement set out in Condition 5(a) of paragraph 6 is met.

• (4) In this paragraph “limited partner” means—

• (a) a limited partner in a limited partnership registered under the Limited Partnerships Act 1907 (other than one who takes part in the management of the partnership business), or

• (b) a foreign limited partner.

• (5) In this paragraph “foreign limited partner” means an individual who—

• (a) participates in arrangements established under the law of a country or territory outside the United Kingdom, and

• (b) has the characteristics prescribed by regulations made by the Secretary of State.

• (6) Regulations under this paragraph may, among other things, prescribe characteristics by reference to—

• (a) the nature of arrangements;

• (b) the nature of an individual’s participation in the arrangements.

• (7) Regulations under this paragraph are subject to the affirmative resolution procedure.

Meaning of “director”

24

In this Schedule “director” includes any person occupying the position of director, by whatever name called.

PART 6 — Powers to amend this Schedule

25

• (1) The Secretary of State may by regulations amend this Schedule for a permitted purpose.

• (2) The permitted purposes are—

• (a) to replace any or all references in this Schedule to a percentage figure with references to some other (larger or smaller) percentage figure;

• (b) to change or supplement the conditions in paragraph 6 so as to include circumstances (for example, circumstances involving more complex structures) that give individuals a level of control over entity Y broadly similar to the level of control given by the other conditions in that paragraph;

• (c) in consequence of any provision made by virtue of paragraph (b), to change or supplement paragraph 9 so that the circumstances specified in that paragraph in which a person is to be regarded as holding an interest in an overseas entity correspond to any of the conditions in paragraph 6, or would do so but for the extent of the interest.

• (3) Regulations under this paragraph are subject to the affirmative resolution procedure.

SCHEDULE 3

PART 1 — Amendments to Land Registration Act 2002

1

The Land Registration Act 2002 is amended as follows.

2

After section 85 insert—

(85A) Schedule 4A is about the ownership of registered land by overseas entities and about registrable dispositions made by them.

3

After Schedule 4 insert—

SCHEDULE 4A (1) In this Schedule “qualifying estate” means— (a) a freehold estate in land, or (b) a leasehold estate in land granted for a term of more than seven years from the date of grant. (2) No application may be made to register an overseas entity as the proprietor of a qualifying estate unless, at the time of the application, the entity— (a) is a registered overseas entity, or (b) is an exempt overseas entity. (3) (1) The registrar must enter a restriction in the register in relation to a qualifying estate if satisfied that— (a) an overseas entity is registered as the proprietor of the estate, and (b) the entity became registered as the proprietor in pursuance of an application made on or after 1 January 1999. (2) The restriction must prohibit the registration of any disposition within section 27(2)(a), (b)(i) or (f) unless— (a) the entity is a registered overseas entity, or is an exempt overseas entity, at the time of the disposition, (b) the disposition is made in pursuance of a statutory obligation or court order, or occurs by operation of law, (c) the disposition is made in pursuance of a contract made before the restriction is entered in the register, (d) the disposition is made in the exercise of a power of sale or leasing conferred on the proprietor of a registered charge or a receiver appointed by such a proprietor, (e) the Secretary of State gives consent under paragraph 5 to the registration of the disposition, or (f) the disposition is made by a specified insolvency practitioner in specified circumstances. (3) In sub-paragraph (2), in paragraph (f)— - “specified circumstances” means circumstances specified in regulations made by the Secretary of State for the purposes of that paragraph; - “specified insolvency practitioner” means an insolvency practitioner of a description specified in regulations made by the Secretary of State for the purposes of that paragraph. (4) (1) This paragraph applies where— (a) an overseas entity is entitled to be registered as the proprietor of a qualifying estate, (b) the overseas entity became entitled to be registered as the proprietor of that estate on or after the day on which this paragraph comes into force, and (c) the entity makes a registrable disposition within section 27(2)(a), (b)(i) or (f). (2) The disposition must not be registered unless— (a) the entity is a registered overseas entity, or is an exempt overseas entity, at the time of the disposition, (b) the disposition is made in pursuance of a statutory obligation or court order, or occurs by operation of law, (c) the disposition is made in pursuance of a contract made before the overseas entity became entitled to be registered, (d) the disposition is made in the exercise of a power of sale or leasing conferred on the proprietor of a registered charge or a receiver appointed by such a proprietor, (e) the Secretary of State gives consent under paragraph 5 to the registration of the disposition, or (f) the disposition is made by a specified insolvency practitioner in specified circumstances. (3) In sub-paragraph (2)(f) “specified circumstances” and “specified insolvency practitioner” have the meanings given by paragraph 3(3). (5) (1) The Secretary of State may consent to the registration of a disposition that would otherwise be prohibited by a restriction entered under paragraph 3, or by paragraph 4, if satisfied— (a) that at the time of the disposition the person to whom it was made did not know, and could not reasonably have been expected to know, of the prohibition, and (b) that in all the circumstances it would be unjust for the disposition not to be registered. (2) The Secretary of State may by regulations make provision in connection with applications for consent, and the giving of consent, under sub-paragraph (1). (3) The regulations may, for example, make provision about— (a) who may apply; (b) evidence; (c) time limits. (6) (1) An overseas entity must not make a registrable disposition of a qualifying estate if, disregarding the possibility of consent under paragraph 5, the registration of the disposition is prohibited by— (a) a restriction entered under paragraph 3, or (b) paragraph 4. (2) If an overseas entity breaches sub-paragraph (1) an offence is committed by— (a) the entity, and (b) every officer of the entity who is in default. (3) Nothing in this paragraph affects the validity of a disposition made in breach of sub-paragraph (1). (4) Sections 1121 to 1123 of the Companies Act 2006 (liability of officers in default: interpretation etc.) apply for the purposes of this paragraph as they apply for the purposes of provisions of the Companies Acts. (5) In those sections as applied, a reference to an officer includes a person in accordance with whose directions or instructions the board of directors or equivalent management body of an overseas entity are accustomed to act. (6) A person is not to be regarded as falling within sub-paragraph (5) by reason only that the board of directors or equivalent management body acts on advice given by the person in a professional capacity. (7) A person guilty of an offence under this paragraph is liable— (a) on summary conviction, to imprisonment for a term not exceeding the maximum summary term for either-way offences or a fine (or both); (b) on conviction on indictment, to imprisonment for a term not exceeding 5 years or a fine (or both). (8) In sub-paragraph (7)(a) “the maximum summary term for either-way offences” means— (a) in relation to an offence committed before the time when paragraph 24(2) of Schedule 22 to the Sentencing Act 2020 comes into force, 6 months; (b) in relation to an offence committed after that time, 12 months. (9) Proceedings for an offence under this may only be brought by or with the consent the Secretary of State or the Director of Public Prosecutions. (7) In this Schedule— - “exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6) of the Economic Crime (Transparency and Enforcement) Act 2022; - “overseas entity” has the meaning given by section 2 of the Economic Crime (Transparency and Enforcement) Act 2022; - “qualifying estate” has the meaning given by paragraph 1; - “register of overseas entities” means the register kept under section 3 of the Economic Crime (Transparency and Enforcement) Act 2022; - “registered overseas entity” means an overseas entity that is registered in the register of overseas entities (but see paragraph 8). (8) (1) For the purpose of this Schedule, an overseas entity that fails to comply with the duty in section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty) is not to be treated as being a “registered overseas entity” until it remedies the failure. (2) For the purpose of sub-paragraph (1), an overseas entity “remedies” the failure when it delivers the statements and information mentioned in section 7(1)(a), (b) and (c) of the 2022 Act.

4

In section 128 (regulations), in subsection (4)—

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

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

, or (e) regulations under paragraph 3(3) or 5(2) of Schedule 4A.

PART 2 — Transition: qualifying estates registered pre-commencement

Duty of proprietor to register as an overseas entity within transitional period

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• (1) An overseas entity, and every officer of the entity who is in default, commits an offence if—

• (a) at the end of the transitional period, the entity—

• (i) is the registered proprietor of a qualifying estate, but

• (ii) the entity is not registered as an overseas entity, has not made an application for registration as an overseas entity that is pending and is not an exempt overseas entity, and

• (b) the entity became the registered proprietor of that qualifying estate in pursuance of an application made on or after 1 January 1999 but before the commencement date.

• (2) A person guilty of an offence under this paragraph is liable—

• (a) on summary conviction, to imprisonment for a term not exceeding the maximum summary term for either-way offences or a fine (or both);

• (b) on conviction on indictment, to imprisonment for a term not exceeding 2 years or a fine (or both).

• (3) In sub-paragraph (2)(a) “the maximum summary term for either-way offences” means—

• (a) in relation to an offence committed before the time when paragraph 24(2) of Schedule 22 to the Sentencing Act 2020 comes into force, 6 months;

• (b) in relation to an offence committed after that time, 12 months.

• (4) In this paragraph “exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6).

• (5) Nothing in this paragraph limits the power to give a notice under section 34 at any time.

Registrar’s duty to enter restriction in relation to qualifying estate

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• (1) This paragraph applies where the Chief Land Registrar is satisfied that—

• (a) an overseas entity is the registered proprietor of a qualifying estate, and

• (b) the entity became the registered proprietor of that estate in pursuance of an application made before the commencement date.

• (2) The Chief Land Registrar must comply with the duty to enter a restriction under paragraph 3 of Schedule 4A to the Land Registration Act 2002 (inserted by Part 1 of this Schedule) in relation to the estate as soon as reasonably practicable and in any event before the end of the transitional period.

• (3) But the restriction does not take effect until the end of the transitional period.

Interpretation

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In this Part of this Schedule—

• “the commencement date” means the day on which section 3(1) comes fully into force;

• “registered proprietor”, in relation to a qualifying estate, means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar;