Economic Crime and Corporate Transparency Act 2023

(19) (1) If the registrar has reasonable cause to believe that a limited partnership has been dissolved, the registrar may publish a notice in the Gazette (a “dissolution notice”) stating that fact. (2) Where the registrar proposes to publish a dissolution notice, the registrar must first publish in the Gazette a notice (a “warning notice”)— (a) explaining the registrar’s proposal and its effect (see subsection (6)), and (b) inviting any person to make representations about the registrar’s proposal. (3) The registrar must send a copy of the warning notice to— (a) the registered office of the limited partnership, and (b) at least one person who appears in the register of limited partnerships as a general partner in the limited partnership (if there are any). (4) The registrar may not publish a dissolution notice until after the end of the period of two months beginning with the first day on which the registrar has complied with subsection (2) and subsection (3). (5) The dissolution notice must— (a) state the firm name of the limited partnership, (b) state the limited partnership’s registration number, and (c) explain the effect of the publication of the notice (see subsection (6)). (6) On the publication of a dissolution notice, the limited partnership to which it relates is dissolved if it was not already dissolved. (7) For the purposes of subsection (3), a person “appears in the register of limited partnerships as a general partner in the limited partnership” if— (a) either— (i) the person was named as a proposed general partner in the application for registration of the limited partnership under section 8A, or (ii) the general partners have given the registrar notice under section 8R that the person has become a general partner in the limited partnership, and (b) the general partners have not since— (i) given the registrar notice under section 8R that the person has ceased to be a general partner in the limited partnership, or (ii) given the registrar notice under section 8T that the person did not become a general partner on registration of the limited partnership. (20) (1) On an application under this section the registrar must revive a limited partnership if the registrar is satisfied that the following conditions are met. (2) Condition 1 is that the limited partnership was dissolved under section 19(6) (dissolution on publication of notice in Gazette). (3) Condition 2 is that the applicant has delivered to the registrar such documents as are necessary to ensure that, if the limited partnership is revived, the records kept by the registrar relating to the limited partnership will be up to date. (4) Condition 3 is that each relevant person has paid any outstanding fines or financial penalties imposed on them in respect of an offence— (a) under this Act, or (b) by virtue of regulations made under section 7A of this Act, relating to the limited partnership. (5) An application under this section may only be made by a person who was a general partner in the limited partnership immediately before it was dissolved. (6) The application must include a statement that— (a) the conditions in subsections (2), (3) and (4) are met, and (b) the applicant is a person mentioned in subsection (5). (7) An application under this section may not be made after the end of the period of six years beginning with the date on which the limited partnership was dissolved. (8) For the purpose of subsection (7) an application is made when it is received by the registrar. (9) In subsection (4) “relevant person” means— (a) the applicant, (b) any person who— (i) was a general partner in the limited partnership immediately before it was dissolved, and (ii) if the limited partnership is revived, will be a general partner in the limited partnership immediately after its revival, or (c) any person who is a managing officer of a legal entity where the legal entity is— (i) a person mentioned in paragraph (a) or (b), or (ii) a person falling within this paragraph. (21) (1) The registrar must give notice to the applicant of the decision on an application under section 20. (2) If the limited partnership is revived, the revival takes effect on the date that the notice is sent. (3) If the limited partnership is revived the registrar must— (a) enter on the register of limited partnerships a note of the date on which the revival of the limited partnership takes effect, and (b) cause notice of the revival to be published in the Gazette. (4) Notes entered on the register of limited partnerships in accordance with subsection (3)(a) are part of the register of limited partnerships. (5) The notice under subsection (3)(b) must state— (a) the limited partnership’s name (which must be the name that it had before it was dissolved under section 19(6)), (b) the limited partnership’s registration number, and (c) the date on which the revival of the limited partnership takes effect. (22) (1) The general effect of administrative revival is that the limited partnership is to be treated as having continued in existence as if it had not been dissolved under section 19(6). (2) The court may give such directions and make such provision as seems just for placing the limited partnership and all other persons in the same position (as nearly as may be) as if the limited partnership had not been dissolved under section 19(6). (3) An application to the court for such directions or provision may be made at any time within the period of three years beginning with the date on which the revival of the limited partnership took effect. (23) (1) An application may be made to the court to revive a limited partnership that has been dissolved under section 19(6) (dissolution on publication of notice in Gazette). (2) An application under this section may be made by— (a) the Secretary of State, (b) a person who was a partner in the limited partnership immediately before it was dissolved, or (c) any other person appearing to the court to have an interest in the matter. (3) An application to the court for the revival of a limited partnership may only be made— (a) within the period of six years beginning with the date on which the limited partnership was dissolved, or (b) where the applicant made an application under section 20 that was refused, within the period of 28 days beginning with the date on which notice of the registrar’s decision was sent by the registrar to the applicant. (24) (1) If, on an application under section 23, the court orders revival of the limited partnership, the revival takes effect on a copy of the court’s order being delivered to the registrar. (2) The registrar must publish a notice in the Gazette of the revival of the limited partnership. (3) The notice must state— (a) the limited partnership’s name (which must be the name that it had before it was dissolved under section 19(6)), (b) the limited partnership’s registration number, and (c) the date on which the revival of the limited partnership takes effect. (25) (1) The general effect of an order by the court for revival is that the limited partnership is to be treated as having continued in existence as a limited partnership as if it had not been dissolved under section 19(6). (2) The court may give such directions and make such provision as seems just for placing the limited partnership and all other persons in the same position (as nearly as may be) as if the limited partnership had not been dissolved under section 19(6). (3) The court may also give directions as to— (a) the delivery to the registrar of such documents relating to the limited partnership as are necessary to bring up to date the records kept by the registrar, or (b) the payment of the costs (in Scotland, expenses) of the registrar in connection with the proceedings for the revival of the limited partnership.

• (3) In section 3 (interpretation of terms), in subsection (1) (created by section 110 of this Act), at the appropriate place insert—

• “the Gazette” means—as respects limited partnerships registered in England and Wales, the London Gazette,as respects limited partnerships registered in Scotland, the Edinburgh Gazette, andas respects limited partnerships registered in Northern Ireland, the Belfast Gazette;

.

• (4) In section 10 (advertisement in Gazette), omit subsection (2).

Registrar’s power to confirm dissolution: transitional provision

142

If the registrar exercises the power in section 19(1) of the Limited Partnerships Act 1907 (power to confirm dissolution of limited partnership) during the period of 6 months beginning when section 141(2) of this Act comes fully into force, subsections (2) to (4) of section 19 of the Limited Partnerships Act 1907 (publication of warning notice) do not apply.

Voluntary deregistration of limited partnership

143

After section 25 of the Limited Partnerships Act 1907 (inserted by section 141 of this Act) insert—

(26) (1) The registrar must deregister a limited partnership if a statement is delivered to the registrar which is authenticated by or on behalf of each partner confirming that they want the limited partnership to be deregistered. (2) The registrar deregisters the limited partnership by publishing a notice in the Gazette of the limited partnership’s deregistration (a “deregistration notice”). (3) The deregistration notice must state— (a) the firm name of the limited partnership, and (b) the limited partnership’s registration number. (4) On the publication of the deregistration notice, the limited partnership ceases to be registered as a limited partnership under this Act (but this does not prevent any ongoing relationship from being a partnership).

Removal of limited partnership from index of names

144

After section 26 of the Limited Partnerships Act 1907 (inserted by section 143 of this Act) insert—

(27) (1) The registrar must remove a limited partnership from the index of names as soon as reasonably practicable if the registrar— (a) becomes aware that the limited partnership is dissolved (whether on the receipt of a notice under section 18, the publication of a dissolution notice under section 19(6) or otherwise), or (b) publishes a deregistration notice under section 26 in respect of the limited partnership. (2) If the registrar removes a limited partnership from the index of names, the registrar must include a note in the register of limited partnerships stating either— (a) that the limited partnership has been removed from the index of names because of its dissolution, or (b) that the limited partnership has been removed from the index of names because of its deregistration under section 26. (3) The registrar must also publish a notice of the removal in the Gazette if the limited partnership is removed from the index of names other than following the publication of a dissolution notice under section 19 or a deregistration notice under section 26. (4) Notes included in the register of limited partnerships in accordance with subsection (2) are part of the register of limited partnerships. (5) A note may be removed if it no longer serves any useful purpose. (6) In this section “the index of names” means the index kept by the registrar under section 1099 of the Companies Act 2006.

Delivery of documents

Delivery of documents relating to limited partnerships

145

After section 32 of the Limited Partnerships Act 1907 (inserted by section 134 of this Act) insert—

(33) (1) An individual may not deliver a document under a provision listed in subsection (3) to the registrar on their own behalf (and, accordingly, any delivery of a document under such a provision must be made on the individual’s behalf in accordance with subsection (2)). (2) An individual may not deliver a document under a provision listed in subsection (3) to the registrar on behalf of another person unless— (a) the individual is an authorised corporate service provider, or (b) the individual is an officer or employee of an authorised corporate service provider. (3) The provisions are— (a) section 8A (application for registration); (b) section 8F (change of address of registered office) or 8I (change of registered email address); (c) section 8L, 8M, 8N or 8O (changes relating to officers of general partners); (d) section 8R, 8S or 8T (changes relating to partners); (e) section 10A or 10B (other changes in partnerships), other than a notice under section 10A(2)(b)(i) or 10B(2)(a); (f) section 10D (confirmation statements); (g) section 20 (administrative revival). (4) The Secretary of State may by regulations— (a) amend this section for the purposes of changing who may deliver a document under a provision listed in subsection (3) to the registrar on behalf of another person; (b) amend the list in subsection (3). (5) Regulations under subsection (4) are subject to the affirmative resolution procedure.

General false statement offences

146

After section 33 of the Limited Partnerships Act 1907 (inserted by section 145 of this Act) insert—

(34) (1) It is an offence for a person, without reasonable excuse, to— (a) deliver or cause to be delivered to the registrar, for the purposes of this Act, a document that is misleading, false or deceptive in a material particular, or (b) make to the registrar, for the purposes of this Act, a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a legal entity, every managing officer of the entity who is in default also commits the offence. (3) A person guilty of an offence under this section is liable— (a) on summary conviction in England and Wales, to a fine; (b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale; (c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale. (4) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention. (5) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default. (6) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (5)). (35) (1) It is an offence for a person knowingly to— (a) deliver or cause to be delivered to the registrar, for the purposes of this Act, a document that is misleading, false or deceptive in a material particular, or (b) make to the registrar, for the purposes of this Act, a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a legal entity, every managing officer of the entity who is in default also commits the offence. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both). (4) A managing officer is “in default” for the purposes of this section if they authorise or permit, participate in, or fail to take all reasonable steps to prevent, the contravention. (5) But a corporate managing officer does not commit an offence as a managing officer in default unless one of its managing officers is in default. (6) Where any such offence is committed by a corporate managing officer the managing officer in question also commits the offence (subject to subsection (5)).

National security exemption from identity verification

National security exemption from identity verification

147

After section 35 of the Limited Partnerships Act 1907 (inserted by section 146 of this Act) insert—

(36) (1) The Secretary of State may, by written notice given to a person, provide for one or more of the effects listed in subsection (2) to apply in relation to the person, if satisfied that to do so is necessary— (a) in the interests of national security, or (b) for the purposes of preventing or detecting serious crime. (2) The effects for which the notice may provide are that— (a) a statement under section 8A(1C) may name the person as a proposed general partner’s proposed registered officer even if the person does not meet the requirement in paragraph (c) of that subsection; (b) a statement by the person under section 8A(1F)(b) is not required to confirm that the person meets the requirement in sub-paragraph (iii) of that paragraph; (c) where the person is a general partner’s registered officer, section 8K(1)(c) does not impose any obligation on the general partner; (d) a statement under section 8L(3)(a) or (b) made in relation to a notice naming the person as a general partner’s new registered officer is not required to confirm that the person meets the requirement in section 8K(1)(c); (e) a statement under section 8R(4) may name the person as a general partner’s proposed registered officer even if the person does not meet the requirement in section 8K(1)(c); (f) a statement by the person under section 8R(7)(b) is not required to confirm that the person meets the requirement in section 8K(1)(c); (g) section 33 (documents to be delivered by authorised corporate service providers) does not apply in relation to the delivery of documents to the registrar by the person on their own behalf or on behalf of another. (3) For the purposes of subsection (1)(b)— (a) “crime” means conduct which— (i) constitutes a criminal offence, or (ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and (b) crime is “serious” if— (i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or (ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.

Service on a limited partnership

Service on a limited partnership

148

After section 36 of the Limited Partnerships Act 1907 (inserted by section 147 of this Act) insert—

(37) A document may be served on a limited partnership by leaving it at, or sending it by post to, the limited partnership’s registered office.

Application of other laws

Application of company law

149

After section 7 of the Limited Partnerships Act 1907 insert—

(7A) (1) The Secretary of State may by regulations— (a) make provision in relation to limited partnerships that corresponds or is similar to any provision relating to companies or other corporations made by or under, or capable of being made under, any Act; (b) provide for any such provision which would otherwise have effect in relation to limited partnerships not to apply to them or to apply to them with such modifications as appear appropriate. (2) Regulations under subsection (1) may amend or repeal provision made by this Act, the Partnership Act 1890 or the Companies Act 2006. (3) The provision which may be made by regulations under subsection (1) by virtue of section 38(1) includes provision amending, repealing or revoking provision made by or under any Act, whenever passed or made. (4) Regulations under subsection (1) are subject to the negative resolution procedure if they only make provision that corresponds or is similar to provision made or capable of being made by regulations subject to the negative resolution procedure. (5) Any other regulations under subsection (1) are subject to the affirmative resolution procedure.

Application of Partnership Act 1890 (meaning of firm)

150

In section 4 of the Partnership Act 1890 (meaning of firm), after subsection (2) insert—

(3) In relation to a limited partnership registered under the Limited Partnerships Act 1907, subsection (2) applies only if the limited partnership was registered by the registrar for Scotland.

Regulations

Limited partnerships: regulations

151

After section 37 of the Limited Partnerships Act 1907 (inserted by section 148 of this Act) insert—

(38) (1) A power to make regulations under any provision of this Act includes power to make— (a) consequential, supplementary, incidental, transitional or saving provision; (b) different provision for different purposes. (2) Regulations made by the Secretary of State under this Act are to be made by statutory instrument. (3) 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. (4) 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. (5) 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.

Further amendments

Limited partnerships: further amendments

152

• (1) Section 17 of the Limited Partnerships Act 1907 is omitted.

• (2) Schedule 5 contains consequential amendments relating to this Part.

CHAPTER 2 — Miscellaneous provision about partnerships

Registration of qualifying Scottish partnerships

153

• (1) The Secretary of State may by regulations—

• (a) make provision requiring the delivery to the registrar of information in connection with a qualifying Scottish partnership;

• (b) make provision for the purpose of ensuring that a partner of a qualifying Scottish partnership has at least one managing officer who is an individual whose identity is verified (within the meaning of section 1110A of the Companies Act 2006);

• (c) make provision in relation to qualifying Scottish partnerships that corresponds or is similar to any provision relating to companies or limited partnerships made by or under, or capable of being made under, any Act.

• (2) The regulations may create summary offences, punishable with a fine, in connection with any provision made by virtue of subsection (1)(a) or (b).

• (3) Do not read subsection (2) as impliedly limiting the provision that can be made by virtue of subsection (1)(c).

• (4) The provision that may be made by virtue of subsection (1)(c) includes provision for the purpose mentioned in subsection (1)(b).

• (5) The provision which may be made by regulations under subsection (1) by virtue of section 217(1)(a) includes provision amending, repealing or revoking provision made by or under any Act, whenever passed or made.

• (6) In this section—

• “managing officer” has the meaning given by section 3(1) of the Limited Partnerships Act 1907;

• “qualifying Scottish partnership” means a partnership, other than a limited partnership, that—is constituted under the law of Scotland, andis a qualifying partnership with the meaning given by regulation 3 of the Partnership (Accounts) Regulations 2008;

• “the registrar” means registrar of companies for Scotland.

Power to amend disqualification legislation in relation to relevant entities: GB

154

After section 22H of the Company Directors Disqualification Act 1986 insert—

(22I) (1) The Secretary of State may by regulations amend this Act for the purpose of applying, or modifying the application of, any of its provisions in relation to relevant entities. (2) For that purpose, the regulations may in particular— (a) extend the company disqualification conditions to include corresponding conditions relating to a relevant entity; (b) limit the company disqualification conditions to remove conditions relating to a relevant entity; (c) modify which company disqualification conditions can, in combination with each other, result in a person being disqualified under this Act; (d) provide for any of the company disqualification conditions to result in or contribute to a person being disqualified from acting in a role or doing something in relation to a relevant entity. (3) In this section “the company disqualification conditions” means the conditions that can result in or contribute to a person being disqualified under this Act from acting in a role or doing something in relation to any entity. (4) In this section a “relevant entity” means— (a) a limited partnership registered under the Limited Partnerships Act 1907; (b) a limited liability partnership registered under the Limited Liability Partnerships Act 2000; (c) a partnership, other than a limited partnership, that is— (i) constituted under the law of Scotland, and (ii) a qualifying partnership within the meaning given by regulation 3 of the Partnerships (Accounts) Regulations 2008. (5) Regulations under this section may make— (a) consequential, supplementary, incidental, transitional or saving provision; (b) different provision for different purposes. (6) The provision which may be made by virtue of subsection (5)(a) includes provision amending provision made by or under either of the following, whenever passed or made— (a) an Act; (b) Northern Ireland legislation. (7) Regulations under this section are to be made by statutory instrument. (8) A statutory instrument containing regulations under this section may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament.

Power to amend disqualification legislation in relation to relevant entities: NI

155

• (1) The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.

• (2) In Article 2(2) (interpretation), for the definition of “regulations” substitute—

• “regulations”, except in Articles 13D and 25D, means regulations made by the Department subject (except in Article 23(3)) to negative resolution;

.

• (3) After Article 25C insert—

(25D) (1) The Secretary of State or the Department may by regulations amend this Order for the purpose of applying, or modifying the application of, any of its provisions in relation to relevant entities. (2) For that purpose, the regulations may in particular— (a) extend the company disqualification conditions to include corresponding conditions relating to a relevant entity; (b) limit the company disqualification conditions to remove conditions relating to a relevant entity; (c) modify which company disqualification conditions can, in combination with each other, result in a person being disqualified under this Order; (d) provide for any of the company disqualification conditions to result in or contribute to a person being disqualified from acting in a role or doing something in relation to a relevant entity. (3) The Secretary of State must obtain the consent of the Department before making regulations under this Article. (4) In this Article “the company disqualification conditions” means the conditions that can result in or contribute to a person being disqualified under this Order from acting in a role or doing something in relation to any entity. (5) In this Article a “relevant entity” means— (a) a limited partnership registered under the Limited Partnerships Act 1907; (b) a limited liability partnership registered under the Limited Liability Partnerships Act 2000; (c) a partnership, other than a limited partnership, that is— (i) constituted under the law of Scotland, and (ii) a qualifying partnership within the meaning given by regulation 3 of the Partnerships (Accounts) Regulations 2008. (6) Regulations under this Article may make consequential, supplementary, incidental, transitional or saving provision. (7) The provision which may be made by regulations made by the Secretary of State by virtue of paragraph (6) includes provision amending provision made by or under either of the following, whenever passed or made— (a) an Act; (b) Northern Ireland legislation. (8) The provision which may be made by regulations made by the Department by virtue of paragraph (6) includes provision amending provision made by or under Northern Ireland legislation, whenever passed or made. (9) Regulations made by the Secretary of State under this Article are to be made by statutory instrument. (10) A statutory instrument containing regulations made by the Secretary of State under this Article may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament. (11) Regulations made by the Department under this Article are subject to negative resolution.

PART 3 — Register of overseas entities

The register and registration

Register of overseas entities

156

In section 3 of the Economic Crime (Transparency and Enforcement) Act 2022, in subsection (2)—

• (a) in paragraph (b), omit “, or otherwise in connection with the register”;

• (b) after paragraph (b) (but before the “and” at the end) insert—

(ba) documents delivered to the registrar under or by virtue of Part 35 of the Companies Act 2006 in connection with the register or the delivery of other documents that, on registration, will form part of the register,

.

Required information about overseas entities: address information

157

In the following provisions of Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (which refer to an entity’s registered or principal office) omit “registered or”—

• paragraph 2(1)(c);

• paragraph 5(1)(b);

• paragraph 6(1)(d);

• paragraph 7(1)(b).

Registration of information about land

158

In Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (required information), in paragraph 2—

• (a) in sub-paragraph (1), after paragraph (g) insert—

(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.

;

• (b) after sub-paragraph (2) insert—

(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.

Registration of information about trusts

159

• (1) Paragraph 8 of Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (required information) is amended as follows.

• (2) In sub-paragraph (1), for paragraphs (d) to (f) substitute—

(d) the specified details of each beneficiary under the trust; (e) 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) the specified details of any interested person under the trust and the date on which they became an interested person.

• (3) After sub-paragraph (1) insert—

(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.

• (4) In sub-paragraph (2), for “sub-paragraph (1)(c)” substitute “sub-paragraphs (1)(c) and (1A)(a)”.

Registration of information about managing officers: age limits

160

• (1) Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (applications: required information) is amended as follows.

• (2) In paragraph 6(1), after paragraph (f) insert—

(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.

• (3) In paragraph 7(1), for paragraph (g) substitute—

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

Registrable beneficial owners: cases involving trusts

161

• (1) Schedule 2 to the Economic Crime (Transparency and Enforcement) Act 2022 (registrable beneficial owners) is amended in accordance with subsections (2) to (5).

• (2) In paragraph 3 (legal entities), in paragraph (b), after “(see Part 3)” insert “or is a beneficial owner of the overseas entity by virtue of being a trustee”.

• (3) In paragraph 8 (beneficial owners exempt from registration), after paragraph (b) insert—

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

.

• (4) For the heading of Part 6 substitute “Powers to amend this Schedule”.

• (5) Before paragraph 25 insert—

(24A) (1) The Secretary of State may by regulations amend this Schedule so as to expand the description of persons who are registrable beneficial owners of an overseas entity in circumstances where the overseas entity is part of a chain of entities that includes a trustee. (2) For these purposes an overseas entity is part of a chain of entities that includes a trustee if there is a legal entity which is a beneficial owner of it by virtue of being a trustee. (3) Regulations under this paragraph are subject to the affirmative resolution procedure.

.

• (6) Regulation 14 of the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 (S.I. 2022/870) (description of legal entity subject to its own disclosure requirements) is revoked.

Registrable beneficial owners: nominees

162

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

• (2) In Schedule 1 (required information)—

• (a) in paragraph 3(1), for paragraphs (e) and (f) substitute—

(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;

;

• (b) in paragraph 4, for sub-paragraph (f) substitute—

(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;

;

• (c) in paragraph 5(1), for paragraphs (g) and (h) substitute—

(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;

.

• (3) In Schedule 2 (registrable beneficial owners)—

• (a) in paragraph 2—

• (i) the existing text becomes sub-paragraph (1);

• (ii) in paragraph (a) of that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;

• (iii) after that sub-paragraph insert—

(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.

;

• (b) in paragraph 3—

• (i) the existing text becomes sub-paragraph (1);

• (ii) in paragraph (a) of that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;

• (iii) after that sub-paragraph insert—

(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.

;

• (c) in paragraph 4—

• (i) the existing text becomes sub-paragraph (1);

• (ii) in that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;

• (iii) after that sub-paragraph insert—

(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.

;

• (d) after paragraph 6 insert—

(6A) A person (“X”) is to be treated as a beneficial owner of an overseas entity (“Y”) if one or more of the following conditions are met. - Y holds land in England or Wales as nominee for XCondition 1 is that Y—is registered in the register of title kept under the Land Registration Act 2002 as the proprietor of a qualifying estate within the meaning of Schedule 4A to that Act,became so registered in pursuance of an application made on or after 1 January 1999, andholds the qualifying estate as nominee for—X, oran entity of which X is a beneficial owner by virtue of paragraph 6. - Y holds land in Scotland as nominee for XCondition 2 is that—Y—holds an interest in land by virtue of being entered, on or after 8 December 2014, as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland,is, in relation to a lease that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before that date, by virtue of an assignation of the lease registered in the Land Register of Scotland on or after that date, the tenant under the lease, oris the tenant under a lease that was registered in the Land Register of Scotland on or after that date, andY holds the interest in land referred to in paragraph (a)(i), (ii) or (iii) as nominee for—X, oran entity of which X is a beneficial owner by virtue of paragraph 6. - Y holds land in Northern Ireland as nominee for XCondition 3 is that Y—is registered in the register kept under the and Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) as the owner of a qualifying estate within the meaning of Schedule 8A to that Act,became so registered on or after the day on which that Schedule came into force, andholds the qualifying estate as nominee for—X, oran entity of which X is a beneficial owner by virtue of paragraph 6.

;

• (e) in paragraph 8, for “paragraphs 2(b) and 3(c)” substitute “paragraphs 2(1)(b) and 3(1)(c)”.

Information about changes in beneficiaries under trusts

163

• (1) Schedule 6 (duty to deliver information about changes in beneficiaries) imposes further duties on registered overseas entities to deliver information.

• (2) The amendments made by paragraph 2 of Schedule 6 do not apply in relation to any statements or information delivered to the registrar under section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 during the period of 3 months beginning when that paragraph comes fully into force.

Applications for removal

164

• (1) Section 10 of the Economic Crime (Transparency and Enforcement) Act 2022 (processing of application for removal) is amended as follows.

• (2) In subsection (2), after “land” insert “and there are no updates pending”.

• (3) In subsection (3), after “land” insert “or there is an update pending”.

• (4) After subsection (3) insert—

(3A) For the purposes of subsections (2) and (3) an update is pending if— (a) an update period for the entity has ended and the entity has not yet complied with the duty under section 7 in respect of that period, or (b) the entity is required to deliver information under Schedule 6 but has not yet done so.

Verification of registrable beneficial owners and managing officers

165

• (1) Section 16 of the Economic Crime (Transparency and Enforcement) Act 2022 (verification of registrable beneficial owners and managing officers) is amended as follows.

• (2) In subsection (2)—

• (a) after paragraph (a) insert—

(aa) about how the information is to be verified (including provision about the kinds or sources of evidence to be used); (ab) about the standard to which verification is to be carried out;

;

• (b) after paragraph (b) insert—

(ba) about the records that must be kept in connection with verification;

;

• (c) after paragraph (d) (inserted by section 166 of this Act) insert—

(e) about the information that must be provided to the registrar to enable the registrar to monitor compliance with any requirements imposed by the regulations.

• (3) After subsection (2) insert—

(2A) Regulations under this section may create offences in relation to failures to comply with requirements imposed by virtue of subsection (2)(ba) or (e). (2B) The regulations must provide for any such offence to be punishable— (a) on summary conviction in England and Wales, by a fine; (b) on summary conviction in Scotland, by a fine not exceeding level 5 on the standard scale; (c) on summary conviction in Northern Ireland, by a fine not exceeding level 5 on the standard scale.

Inspection of the register and protection of information

Material unavailable for public inspection: verification information

166

In section 16 of the Economic Crime (Transparency and Enforcement) Act 2022 (verification of registrable beneficial owners and managing officers), in subsection (2), after paragraph (c) insert—

(d) requiring the registrar not to make available for public inspection certain information delivered to the registrar by virtue of the regulations;

Material unavailable for public inspection

167

For sections 22 to 24 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—

(22) (1) The following material must not, so far as it forms part of the register, be made available by the registrar for public inspection— (a) so much of any application or other document delivered to the registrar under section 4, 7 or 9 or Schedule 6 as is required to contain— (i) protected date of birth information; (ii) protected residential address information; (iii) protected trusts information; (iv) the name or contact details of an individual provided for the purposes of section 4(1)(d), 7(1)(e) or 9(1)(f), paragraph 6(1)(g) or 7(1)(g) of Schedule 1 or paragraph 2(1)(d) of Schedule 6; (v) an overseas entity’s email address (see paragraph 2(1)(e) of Schedule 1); (vi) any title numbers or folio numbers in respect of land (see paragraph 2(1)(h), (i) and (j) of Schedule 1); (b) any information that regulations under section 16 provide is not to be made available for public inspection; (c) any application or other document delivered to the registrar under regulations under section 23(2) (disclosure of protected trusts information); (d) the following— (i) any application or other document delivered to the registrar under regulations under section 25 (regulations protecting material), other than information provided by virtue of section 25(4); (ii) any information which regulations under section 25 require not to be made available for public inspection; (e) any application or other document delivered to the registrar under section 28 (administrative removal of material from the register); (f) any court order under section 30 (rectification of the register under court order) that the court has directed under section 31 is not to be made available for public inspection; (g) any statement or other document delivered to the registrar by virtue of section 1067A of the Companies Act 2006 (delivery of documents: identity verification requirements etc); (h) any statement made in accordance with regulations made by virtue of section 1082(2)(c) of the Companies Act 2006 (statement of unique identifier); (i) any document provided to the registrar under section 1092A of the Companies Act 2006 (power to require further information); (j) any email address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone; (k) any record of the information contained in a document (or part of a document) mentioned in any of the previous paragraphs of this subsection; (l) any other material excluded from public inspection by or under any other enactment. (2) In this section— - “protected date of birth information” means information as to the day of the month (but not the month or year) on which an individual who is a registrable beneficial owner or managing officer of an overseas entity was born; - “protected residential address information” means information as to the usual residential address of an individual who is a registrable beneficial owner or managing officer of an overseas entity; - “protected trusts information” means—the required information about a trust (see sections 4(3)(a), 7(3)(a) and (4)(a) and 9(3)(a) and (4)(a) and paragraphs 3(2)(a), 4(2)(a) and 5(2)(a) of Schedule 6), orany information required by virtue of section 7(3)(c) or (4)(c) or 9(3)(c) or (4)(c) or paragraph 4(2)(c) of Schedule 6 (information about beneficiaries). (3) Information about a registrable beneficial owner or managing officer does not cease to be protected date of birth information or protected residential address information when they cease to be a registrable beneficial owner or managing officer. (4) Where subsection (1), or a provision referred to in subsection (1), imposes a restriction by reference to material deriving from a particular description of document (or part of a document), that does not affect the availability for public inspection of the same information contained in material derived from another description of document (or part of a document) in relation to which no such restriction applies. (5) The registrar need not retain material to which subsection (1) applies for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar. (23) (1) The registrar must not disclose protected date of birth information, protected residential address information or protected trusts information unless— (a) the disclosure is permitted by section 1110F of the Companies Act 2006 (general powers of disclosure by the registrar), (b) the information is required to be made available for public inspection (as a result of being contained in a document, part of a document, or record to which section 22(1) does not apply), or (c) the disclosure is permitted by regulations under subsection (2). (2) The Secretary of State may by regulations make provision requiring the registrar, on application, to disclose relevant protected trusts information to a person (unless required to refrain from doing so by regulations under section 25). (3) In subsection (2) “relevant protected trusts information” means protected trusts information other than information as to— (a) the day of the month (but not the month or year) on which an individual was born, or (b) the usual residential address of an individual. (4) The regulations may make provision as to— (a) who may make an application; (b) the grounds on which an application may be made; (c) the information to be included in and documents to accompany an application; (d) the notice to be given of an application and of its outcome; (e) how an application is to be determined. (5) Provision under subsection (4)(e) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application. (6) The regulations may include provision authorising or requiring the registrar to impose conditions subject to which the information is disclosed (including conditions restricting its use or further disclosure). (7) The regulations may create offences in relation to failures to comply with conditions imposed by virtue of subsection (6). (8) The regulations must provide for any such offence to be punishable— (a) on summary conviction in England and Wales, by a fine; (b) on summary conviction in Scotland, by a fine not exceeding level 5 on the standard scale; (c) on summary conviction in Northern Ireland, by a fine not exceeding level 5 on the standard scale. (9) Regulations under this section may in particular confer a discretion on the registrar. (10) Regulations under this section are subject to affirmative resolution procedure. (11) In this section the following have the meaning given by section 22(2)— - “protected date of birth information”; - “protected residential address information”; - “protected trusts information”. (24) (1) The Secretary of State must consult the Scottish Ministers before making regulations under section 23 that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament. (2) The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under section 23 that contain provision that— (a) would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and (b) would not, if contained in a Bill for an Act of the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998.

Protection of information

168

For section 25 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—

(25) (1) The Secretary of State may by regulations make provision requiring the registrar, on application— (a) not to make available for public inspection any information on the register relating to an individual; (b) to refrain from disclosing information on the register relating to an individual except in specified circumstances; (c) not to make available for public inspection any address on the register that is not information to which paragraph (a) applies; (d) to refrain from disclosing any such address except in specified circumstances. (2) The regulations may make provision as to— (a) who may make an application; (b) the grounds on which an application may be made; (c) the information to be included in and documents to accompany an application; (d) the notice to be given of an application and of its outcome; (e) how an application is to be determined; (f) the duration of, and procedures for revoking, any restrictions on the making of information available for public inspection or its disclosure. (3) Provision under subsection (2)(e) or (2)(f) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions. (4) Regulations under subsection (1)(a) or (1)(c) may provide that information is not to be made unavailable for public inspection unless the person to whom it relates provides such alternative information as may be specified. (5) The circumstances that may be specified under subsection (1)(b) or (d) by way of an exception to a restriction on disclosure include circumstances where the court has made an order, in accordance with the regulations, authorising disclosure. (6) Regulations under subsection (1)(b) or (d) may not require the registrar to refrain from disclosing information under section 1110F of the Companies Act 2006 (general powers of disclosure by the registrar). (7) Regulations under this section may impose a duty on the registrar to publish, in relation to such periods as may be specified— (a) details of how many applications have been made under the regulations and how many of them have been allowed, and (b) such other details in connection with applications under the regulations as may be specified in the regulations. (8) Regulations under this section may in particular confer a discretion on the registrar. (9) Regulations under this section are subject to affirmative resolution procedure.

Correction or removal of material on the register

Resolving inconsistencies in the register

169

• (1) Section 27 of the Economic Crime (Transparency and Enforcement) Act 2022 (resolving inconsistencies in the register) is amended as follows.

• (2) For subsections (1) and (2) substitute—

(1) Where it appears to the registrar that the information contained in a document delivered to the registrar by an overseas entity in connection with the register is inconsistent with other information contained in records kept by the registrar under section 1080 of the Companies Act 2006, the registrar may give notice to the overseas entity to which the document relates— (a) stating in what respects the information contained in it appears to be inconsistent with other information in records kept by the registrar under section 1080 of the Companies Act 2006, and (b) requiring the overseas entity, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way. (2) The notice must state the date on which it is issued.

• (3) In the heading, omit “in the register”.

Administrative removal of material from register

170

• (1) In the Economic Crime (Transparency and Enforcement) Act 2022—

• (a) for section 28 substitute—

(28) (1) The registrar may remove from the register anything that appears to the registrar to be— (a) a document, or material derived from a document, accepted under section 1073 of the Companies Act 2006 (power to accept documents not meeting requirements for proper delivery), or (b) unnecessary material as defined by section 1074 of the Companies Act 2006. (2) The power to remove material from the register under this section may be exercised— (a) on the registrar’s own motion, or (b) on an application made in accordance with regulations under section 28A(2). (3) The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations. (4) Regulations under this section are subject to the negative resolution procedure. (28A) (1) The Secretary of State must by regulations make provision for notice to be given in accordance with the regulations where material is removed from the register under section 28 otherwise than on an application. (2) The Secretary of State must by regulations make provision in connection with the making and determination of applications for the removal of material from the register under section 28. (3) The provision that may be made under subsection (2) includes provision as to— (a) who may make an application, (b) the information to be included in and documents to accompany an application, (c) the notice to be given of an application and of its outcome, (d) a period in which objections to an application may be made, and (e) how an application is to be determined, including provision as to evidence that may be relied upon by the registrar for the purposes of satisfying the test in section 28(1). (4) The provision that may be made by virtue of subsection (3)(e) includes provision as to circumstances in which— (a) evidence is to be treated by the registrar as conclusive proof that the test in section 28(1) is met, and (b) the power of removal must be exercised. (5) Regulations under this section may in particular confer a discretion on the registrar. (6) Regulations under this section are subject to the negative resolution procedure.

;

• (b) omit sections 29 and 29A (application to rectify register and resolution of discrepancies).

• (2) In section 1073 of the Companies Act 2006 (power to accept documents not meeting requirements for proper delivery), in subsection (6)(a), after “section 1094A(1)” (inserted by section 85 of this Act) insert “or any corresponding provision of any other enactment”.

Offences

False statement offences in connection with information notices

171

For section 15 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—

(15) (1) A person who, without reasonable excuse, fails to comply with a notice under section 12 or 13 commits an offence. (2) Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default. (3) It is a defence for a person charged with an offence under this section to prove that the requirement to give information was frivolous or vexatious. (4) A person guilty of an offence under this section is liable— (a) on summary conviction in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (b) on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (c) on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both); (d) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both). (15A) (1) A person who is given a notice under section 12 or 13 commits an offence if, in purported compliance with the notice and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this section is liable— (a) on summary conviction in England and Wales, to a fine; (b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale; (c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale. (15B) (1) A person who is given a notice under section 12 or 13 commits an offence if, in purported compliance with the notice, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular. (2) Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default. (3) A person guilty of an offence under this section is liable— (a) on summary conviction in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (b) on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (c) on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both); (d) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).

General false statement offences

172

For section 32 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—

(32) (1) It is an offence for a person, without reasonable excuse, to— (a) deliver or cause to be delivered to the registrar, for the purposes of this Part, a document that is misleading, false or deceptive in a material particular, or (b) make to the registrar, for the purposes of this Part, a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a legal entity, every officer of the entity who is in default also commits the offence. (3) A person guilty of an offence under this section is liable— (a) on summary conviction in England and Wales, to a fine; (b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale; (c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale. (32A) (1) It is an offence for a person knowingly to— (a) deliver or cause to be delivered to the registrar, for the purposes of this Part, a document that is misleading, false or deceptive in a material particular, or (b) make to the registrar, for the purposes of this Part, a statement that is misleading, false or deceptive in a material particular. (2) Where the offence is committed by a legal entity, every officer of the entity who is in default also commits the offence. (3) A person guilty of an offence under this section is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both); (b) on summary conviction— (i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both); (ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both); (iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).

Enforcement of requirement to register: updated language about penalties etc

173

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

• (2) In section 34 (power to require overseas entity to register if it owns certain land)—

• (a) in subsection (4)(a), for “the maximum summary term for either-way offences” substitute “a term not exceeding the general limit in a magistrates’ court”;

• (b) omit subsection (5).

• (3) In section 36 (meaning of “daily default fine”) after “applies for” insert “the”.

Miscellaneous

Overseas entities: further information for transitional cases

174

Schedule 7 (overseas entities: further information for transitional cases) amends the Economic Crime (Transparency and Enforcement) Act 2022 to impose further duties on overseas entities to deliver information to the registrar.

Financial penalties: interaction with offences

175

In section 39 of the Economic Crime (Transparency and Enforcement) Act 2022 (financial penalties), in subsection (4)—

• (a) for paragraph (a) (but not the “and” at the end) substitute—

(a) no financial penalty may be imposed under the regulations on a person in respect of conduct amounting to an offence if— (i) proceedings have been brought against the person for that offence in respect of that conduct and the proceedings are ongoing, or (ii) the person has been convicted of that offence in respect of that conduct,

;

• (b) in paragraph (b), omit “or continued”.

Meaning of “service address”

176

In section 44 of the Economic Crime (Transparency and Enforcement) Act 2022 (interpretation), at the appropriate places, insert—

• “the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;

• “service address” has the same meaning as in the Companies Acts (see section 1141(1) and (2) of the Companies Act 2006).

Meaning of “registered overseas entity” in land registration legislation

177

• (1) In Schedule 4A to the Land Registration Act 2002 (overseas entities), for paragraph 8 substitute—

(8) (1) For the purpose of this Schedule, an overseas entity that has failed to comply with any of the following duties is not to be treated as being a “registered overseas entity” until it remedies the failure. (2) The duties are— (a) the duty to deliver to the registrar of companies the documents required by section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty); (b) the duty to provide information to the registrar of companies in accordance with a notice under section 1092A of the Companies Act 2006 (power of registrar to require information). (3) For the purposes of this paragraph the failure is remedied when the documents are delivered, or the information is provided, to the registrar of companies.

• (2) In section 21 of the Land Registration etc. (Scotland) Act 2012 (asp 5) (application for registration of deed), the subsection (5) inserted by the Economic Crime (Transparency and Enforcement) Act 2022 is renumbered subsection (4A).

• (3) In schedule 1A to the Land Registration etc. (Scotland) Act 2012 (land transactions: overseas entities), in paragraph 9, for sub-paragraphs (2) and (3) substitute—

(2) For the purpose of this schedule, an overseas entity that has failed to comply with any of the following duties is not to be treated as being a “registered overseas entity” until it remedies the failure. (3) The duties are— (a) the duty to deliver to the registrar of companies the documents required by section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty); (b) the duty to provide information to the registrar of companies in accordance with a notice under section 1092A of the Companies Act 2006 (power of registrar to require information). (4) For the purposes of sub-paragraph (2) the failure is remedied when the documents are delivered, or the information is provided, to the registrar of companies.

• (4) In Schedule 8A to the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) (overseas entities), for paragraph 7 substitute—

(7) (1) For the purpose of this Schedule, an overseas entity that fails to comply with any of the following duties is not to be treated as being a “registered overseas entity” until it remedies the failure. (2) The duties are— (a) the duty to deliver to the registrar of companies the documents required by section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty); (b) the duty to provide information to the registrar of companies in accordance with a notice under section 1092A of the Companies Act 2006 (power of registrar to require information). (3) For the purposes of this paragraph a failure is remedied when the documents are delivered, or the information is provided, to the registrar of companies.

Power to apply Part 1 amendments to register of overseas entities

178

• (1) Where provision made by the Economic Crime (Transparency and Enforcement) Act 2022 corresponds to provision made by the Companies Act 2006, the Secretary of State may by regulations make amendments to the 2022 Act corresponding to any amendments made by Part 1 of this Act to the provision in the 2006 Act.

• (2) The Secretary of State must obtain the consent of the Scottish Ministers before making regulations under this section that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.

• (3) The Secretary of State must obtain the consent of the Department of Finance in Northern Ireland before making regulations under this section that contain provision that—

• (a) would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and

• (b) would not, if contained in a Bill in the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998.

PART 4 — Cryptoassets

Cryptoassets: confiscation orders

179

Schedule 8 amends the Proceeds of Crime Act 2002 to make provision in connection with cryptoassets and confiscation orders under Parts 2, 3 and 4 of that Act.

Cryptoassets: civil recovery

180

• (1) Schedule 9 amends the Proceeds of Crime Act 2002 to make provision for a civil recovery regime in relation to cryptoassets.

• (2) It also contains related amendments.

Cryptoassets: terrorism

181

• (1) Part 1 of Schedule 10 amends the Anti-terrorism, Crime and Security Act 2001 to make provision for a civil recovery regime in relation to cryptoassets which—

• (a) are intended to be used for the purposes of terrorism,

• (b) consist of resources of an organisation which is a proscribed organisation, or

• (c) are, or represent, property obtained through terrorism.

• (2) Part 2 of Schedule 10 amends the Terrorism Act 2000 to make provision about financial institutions and cryptoassets.

PART 5 — Miscellaneous

Money laundering and terrorist financing

Money laundering: exiting and paying away exemptions

182

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

• (2) In section 327 (concealing etc), after subsection (2C) insert—

(2D) A person (“P”) who does an act mentioned in paragraph (c) or (d) of subsection (1) does not commit an offence under that subsection if— (a) P is carrying on business in the regulated sector that is not excluded business, (b) P does the act, in the course of that business— (i) in transferring or handing over to a customer or client money or other property of, or owing to, the customer or client, and (ii) for the purposes of the termination of P’s business relationship with the customer or client, (c) the total value of the criminal property so transferred or handed over to the customer or client by P for those purposes is less than the threshold amount determined under section 339A for the act, and (d) before the act is done, P has complied with the customer due diligence duties. (2E) For the purposes of subsection (2D)— (a) business is “excluded” if it is of a description specified in regulations made by the Secretary of State for the purposes of this paragraph; (b) a reference to property being transferred or handed over to the customer or client includes a reference to property being transferred or handed over to another person at the direction of the customer or client; (c) “customer due diligence duties” means all duties imposed on P in relation to the customer or client by regulation 28(2), (3), (3A), (4), (8) or (10) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692) (customer due diligence measures).

• (3) In section 328 (arrangements), after subsection (5) insert—

(6) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if— (a) P is carrying on business in the regulated sector that is not excluded business, (b) P does the act, in the course of that business— (i) in transferring or handing over to a customer or client money or other property of, or owing to, the customer or client, and (ii) for the purposes of the termination of P’s business relationship with the customer or client, (c) the total value of the criminal property so transferred or handed over to the customer or client by P for those purposes is less than the threshold amount determined under section 339A for the act, and (d) before the act is done, P has complied with the customer due diligence duties. (7) For the purposes of subsection (6)— (a) business is “excluded” if it is of a description specified in regulations made by the Secretary of State for the purposes of this subsection; (b) a reference to property being transferred or handed over to the customer or client includes a reference to property being transferred or handed over to another person at the direction of the customer or client; (c) “customer due diligence duties” means all duties imposed on P in relation to the customer or client by regulation 28(2), (3), (3A), (4), (8) or (10) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692) (customer due diligence measures).

• (4) In section 329 (acquisition, use and possession), after subsection (2C) insert—

(2D) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if— (a) P is carrying on business in the regulated sector that is not excluded business, (b) P does the act, in the course of that business— (i) in transferring or handing over to the customer or client property of, or owing to, a customer or client, and (ii) for the purposes of the termination of P’s business relationship with the customer or client, (c) the total value of the criminal property so transferred or handed over to the customer or client by P for those purposes is less than the threshold amount determined under section 339A for the act, and (d) before the act is done, P has complied with the customer due diligence duties. (2E) For the purposes of subsection (2D)— (a) business is “excluded” if it is of a description specified in regulations made by the Secretary of State for the purposes of this subsection; (b) a reference to property being transferred or handed over to the customer or client includes a reference to property being transferred or handed over to another person at the direction of the customer or client; (c) “customer due diligence duties” means all duties imposed on P in relation to the customer or client by regulation 28(2), (3), (3A), (4), (8) or (10) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692) (customer due diligence measures).

• (5) In section 339A (threshold amounts)—

• (a) for subsection (1) substitute—

(1) In this section— (a) subsections (2) to (6) apply for the purposes of sections 327(2C), 328(5) and 329(2C), and (b) subsection (6A) applies for the purposes of sections 327(2D), 328(6) and 329(2D).

;

• (b) after subsection (6) insert—

(6A) The threshold amount for acts done by a person carrying on business in the regulated sector, for the purposes of the termination of a business relationship with a customer or client, is £1000.

;

• (c) in subsection (7), after “subsection (2)” insert “or (6A)”.

• (6) In section 340 (interpretation of Part 7), after subsection (16) insert—

(17) “Business relationship” means a business, professional or commercial relationship between a person carrying on business in the regulated sector and a customer or client, where the relationship— (a) arises out of the business of that person, and (b) is expected by that person, at the time when contact is established, to have an element of duration.

• (7) In section 459 (orders and regulations)—

• (a) in subsection (4), after paragraph (aza) insert—

(azaa) regulations under section 327(2E)(a), 328(7)(a) or 329(2E)(a);

;

• (b) after subsection (6ZB) insert—

(6ZBA) No regulations may be made by the Secretary of State under section 327(2E)(a), 328(7)(a) or 329(2E)(a) unless a draft of the regulations has been laid before Parliament and approved by a resolution of each House.

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183

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

• (2) In section 327 (concealing etc), after subsection (2E) (inserted by section 182) insert—

(2F) A person (“P”) who does an act mentioned in paragraph (c), (d) or (e) of subsection (1) does not commit an offence under that subsection if— (a) P is carrying on business in the regulated sector, (b) P does the act in the course of that business, on behalf of a customer or client, in operating an account or accounts maintained with P or in connection with holding any property for the customer or client, (c) at the time of the act, P knows or suspects that part but not all of the funds in the account or accounts, or of the property so held, is criminal property (“the relevant criminal property”), (d) it is not possible, at the time the act takes place, to identify the part of the funds or property that is the relevant criminal property, and (e) the value of the funds in the account or accounts, or of the property so held, is not, as a direct or indirect result of the act, less than the value of the relevant criminal property at the time of the act. (2G) Where subsection (2F) applies— (a) if P does the act in operating an account or accounts, the funds in the account or accounts immediately after the act are assumed to include the relevant criminal property, and (b) if P does the act in connection with holding any property for the customer or client, such of that property as is held by P immediately after the act is assumed to include the relevant criminal property.

• (3) In section 328 (arrangements), after subsection (7) (inserted by section 182) insert—

(8) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if— (a) P is carrying on business in the regulated sector, (b) P does the act in the course of that business, on behalf of a customer or client, in operating an account or accounts maintained with P or in connection with holding any property for the customer or client, (c) at the time of the act, P knows or suspects that part but not all of the funds in the account or accounts, or of the property so held, is criminal property (“the relevant criminal property”), (d) it is not possible, at the time the act takes place, to identify the part of the funds or property that is the relevant criminal property, and (e) the value of the funds in the account or accounts, or of the property so held, is not, as a direct or indirect result of the act, less than the value of the relevant criminal property at the time of the act. (9) Where subsection (8) applies— (a) if P does the act in operating an account or accounts, the funds in the account or accounts immediately after the act are assumed to include the relevant criminal property, and (b) if P does the act in connection with holding any property for the customer or client, such of that property as is held by P immediately after the act is assumed to include the relevant criminal property.

• (4) In section 329 (acquisition, use and possession), after subsection (2E) (inserted by section 182), insert—

(2F) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if— (a) P is carrying on business in the regulated sector, (b) P does the act in the course of that business, on behalf of a customer or client, in operating an account or accounts maintained with P or in connection with holding any property for the customer or client, (c) at the time of the act, P knows or suspects that part but not all of the funds in the account or accounts, or of the property so held, is criminal property (“the relevant criminal property”), (d) it is not possible, at the time the act takes place, to identify the part of the funds or property that is the relevant criminal property, and (e) the value of the funds in the account or accounts, or of the property so held, is not, as a direct or indirect result of the act, less than the value of the relevant criminal property at the time of the act. (2G) Where subsection (2F) applies— (a) if P does the act in operating an account or accounts, the funds in the account or accounts immediately after the act are assumed to include the relevant criminal property, and (b) if P does the act in connection with holding any property for the customer or client, such of that property as is held by P immediately after the act is assumed to include the relevant criminal property.

Money laundering: offences of failing to disclose

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

• (2) In section 330 (failure to disclose: regulated sector)—

• (a) subsection (7A) is moved to after subsection (7B) and is renumbered subsection (7C);

• (b) after that subsection as moved and renumbered, insert—