Legislation – Economic Crime and Corporate Transparency Act 2023
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Latest available (Revised)
Original (As enacted)
PART 1Companies etc
Company names
8Names for criminal purposes
(1)
The Companies Act 2006 is amended as follows.
(2)
“53ANames for criminal purposes
A company must not be registered under this Act by a name if, in the opinion of the Secretary of State, the registration of the company by that name is intended to facilitate—
(a)
the commission of an offence involving dishonesty or deception, or
(b)
the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.”
(3)
“(aa)
section 53A (names for criminal purposes);”.
9Names suggesting connection with foreign governments etc
(1)
The Companies Act 2006 is amended as follows.
(2)
“56ANames suggesting connection with foreign governments etc
A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the company is connected with—
(a)
a foreign government or an agency or authority of a foreign government, or
(b)
an international organisation whose members include two or more countries or territories (or their governments).”
(3)
“(bza)
section 56A (names suggesting connection with foreign governments etc);”.
10Names containing computer code
(1)
The Companies Act 2006 is amended as follows.
(2)
“Computer code
57ANames containing computer code
A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, consists of or includes computer code.”
(3)
“(bb)
section 57A (names containing computer code);”.
11Prohibition on re-registering name following direction
(1)
The Companies Act 2006 is amended as follows.
(2)
“Prohibitions where a company has been required to change a name
57BProhibition on re-registering name following direction
(1)
Where a company’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B, or an order under section 73, the company must not subsequently be registered under this Act by the original name or a name that is similar to it.
(2)
But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State.
(3)
In subsection (1)—
(a)
the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction;
(b)
the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.”
(3)
12Prohibition on using name that another company has been directed to change
(1)
The Companies Act 2006 is amended as follows.
(2)
“57CName that another company has been directed to change
(1)
Where a company has at any time been directed under section 67, 75, 76, 76A or 76B, or ordered under section 73, to change its name, no other company may be registered under this Act by that name or a name that is similar if—
(a)
that company is an existing company and there is a person who has, or has had, a relevant relationship with both companies, or
(b)
an application has been made for the registration of that company and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both companies.
(2)
But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State.
(3)
For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both companies at the same time.
(4)
For the purposes of this section a person has a “relevant relationship” with a company if the person is—
(a)
an officer, or
(b)
a member or former member.
(5)
In subsection (1)—
(a)
the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction;
(b)
the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.”
(3)
13Directions to change name: period for compliance
(1)
The Companies Act 2006 is amended as follows
(2)
“(2A)
The period must be a period of at least 28 days beginning with the date of the direction.
(2B)
The Secretary of State may by further direction in writing extend the period.
Any such direction must be given before the end of the period for the time being specified.”
(3)
“(2A)
The period must be a period of at least 28 days beginning with the date of the direction.”
(4)
“(2A)
The period must be at least 28 days beginning with the date of the direction.”
(5)
In section 76 (misleading indication of activities)—
(a)
“(2)
The direction must be in writing and must specify the period within which the company is to change its name.
(3)
The period must be a period of at least 28 days beginning with the date of the direction.
(3A)
The Secretary of State may by further direction in writing extend the period.
Any such direction must be given before the end of the period for the time being specified.”;
(b)
“(4)
A company may apply to the court to set aside a direction under subsection (1).
(4A)
Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.”
(c)
“(5A)
If a company applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.”;
(d)
in subsection (6), for “this section” substitute “subsection (1)”
.
14Requirements to change name: removal of old name from public inspection
(1)
The Companies Act 2006 is amended as follows.
(2)
“(6A)
Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.”
(3)
“(1A)
Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates (so far as it relates to the company to which the direction is given).”
(4)
“(7)
Where an order is made under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the order relates.”
(5)
“(4A)
Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.”
(6)
“(5B)
Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.”
15Objections to company’s registered name
(1)
Section 69 of the Companies Act 2006 (objection to company’s registered name) is amended as follows.
(2)
In subsection (1)(b)—
(a)
after “in the United Kingdom” insert “or elsewhere”
;
(b)
after “mislead” insert “members of the public in the United Kingdom or elsewhere”
.
(3)
In subsection (3), for the second sentence substitute “Any of the following may be joined as respondents—
(a)
any member or person who was a member at the time at which the name was registered;
(b)
any director or person who was a director at the time at which the name was registered.”
(4)
In subsection (4), omit paragraph (b) (and the “or” at the end of that paragraph).
(5)
In subsection (5), omit “, (b)”.
16Misleading indication of activities
In section 76 of the Companies Act 2006 (misleading indication of activities), in subsection (1), for “be likely to cause harm to the public” substitute “pose a risk of harm to the public in the United Kingdom or elsewhere”
.
17Direction to change name used for criminal purposes
(1)
The Companies Act 2006 is amended as follows.
(2)
“Provision of misleading information”.
(3)
“Misleading indication of activities and names used for criminal purposes”.
(4)
“76APower to direct change of name used for criminal purposes
(1)
The Secretary of State may direct a company to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the company to facilitate—
(a)
the commission of an offence involving dishonesty or deception, or
(b)
the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.
(2)
The direction must be in writing and must specify the period within which the company is to change its name.
(3)
The period must be a period of at least 28 days beginning with the date of the direction.
(4)
The Secretary of State may by further direction in writing extend the period.
Any such direction must be given before the end of the period for the time being specified.
(5)
A company may apply to the court to set aside a direction under subsection (1).
(6)
Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.
(7)
On an application under subsection (5) the court may set the direction aside or confirm it.
(8)
If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.
(9)
Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.
(10)
If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.
(11)
If a company fails to comply with a direction under subsection (1), an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(12)
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”
(5)
“(g)
section 76A (power to direct change of name used for criminal purposes);”.
18Direction to change name wrongly registered
(1)
The Companies Act 2006 is amended as follows.
(2)
“Direction to change name wrongly registered
76BDirection to change name wrongly registered
(1)
The Secretary of State may direct a company to change its name if—
(a)
it appears to the Secretary of State that the company’s registration by that name was in contravention of any requirement imposed by this Part, or
(2)
The direction must be in writing and must specify the period within which the company is to change its name.
(3)
The period must be a period of at least 28 days beginning with the date of the direction.
(4)
The Secretary of State may by further direction in writing extend the period.
Any such direction must be given before the end of the period for the time being specified.
(5)
A company may apply to the court to set aside a direction under subsection (1).
(6)
Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.
(7)
On an application under subsection (5) the court may set the direction aside or confirm it.
(8)
If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.
(9)
Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.
(10)
If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.
(11)
If a company fails to comply with a direction under subsection (1), an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
For this purpose a shadow director is treated as an officer of the company.
(12)
A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”
(3)
“(h)
section 76B (direction to change name wrongly registered);”.
19Registrar’s power to change names containing computer code
(1)
The Companies Act 2006 is amended as follows
(2)
In the heading of Chapter 4 of Part 5, after “Secretary of State” insert “and the registrar”
.
(3)
“Registrar’s powers to change names
76CRegistrar’s power to change name containing computer code
(1)
Where, in the opinion of the registrar, a company’s registered name consists of or includes computer code, the registrar may—
(a)
determine a new name for the company, and
(b)
remove from the register any reference to the company’s old name.
(2)
If the registrar determines a new name for a company under this section, the registrar must—
(a)
give the company notice of the determination, and
(b)
place a note of the determination in the register.
(3)
Where a company is given a direction under section 76B to change its name—
(a)
that does not affect the registrar’s power to act under subsection (1), but
(b)
if the registrar does so, the direction lapses.”
(4)
In section 1081 (annotation of the register), in subsection (6), after “subsection (2)” insert “or of any other enactment”
.
20Registrar’s power to change company’s name for breach of direction
“76DRegistrar’s power to change name for failure to comply with direction
(1)
Where a company fails to comply with a direction to change its name, the registrar may determine a new name for the company.
(2)
(3)
If the registrar determines a new name for a company under this section, the registrar must—
(a)
give the company notice of the determination, and
(b)
place a note of the determination in the register.”
21Sections 19 and 20: consequential amendments
(1)
“(1)
This section applies where—
(a)
the registrar receives notice of a change of a company’s name and is satisfied—
(i)
that the new name complies with the requirements of this Part, and
(ii)
that the requirements of the Companies Acts, and any relevant requirements of the company’s articles, with respect to a change of name are complied with, or
(2)
The registrar must enter the new name on the register in place of the former name.”
(2)
“(i)
section 76C (registrar’s power to change name containing computer code);
(j)
section 76D (registrar’s power to change name for failure to comply with direction).”
22Company names: exceptions based on national security etc
“CHAPTER 4AExceptions
76EExceptions based on national security etc
(1)
Nothing in this Part prevents the registration of a company under this Act by a name if the Secretary of State is satisfied that the registration of the company by that name is necessary—
(a)
in the interests of national security, or
(b)
for the purposes of preventing or detecting serious crime.
(2)
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.”