Legislation – Economic Crime and Corporate Transparency Act 2023

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Introduction

PART 1
Companies etc

1 The registrar’s objectives

2 Statement as to lawful purposes

3 Information about subscribers

4 Proposed officers: identity verification

5 Proposed officers: disqualification

6 Persons with initial significant control: disqualification

7 Persons with initial significant control: identity verification

8 Names for criminal purposes

9 Names suggesting connection with foreign governments etc

10 Names containing computer code

11 Prohibition on re-registering name following direction

12 Prohibition on using name that another company has been directed to change

13 Directions to change name: period for compliance

14 Requirements to change name: removal of old name from public inspection

15 Objections to company’s registered name

16 Misleading indication of activities

17 Direction to change name used for criminal purposes

18 Direction to change name wrongly registered

19 Registrar’s power to change names containing computer code

20 Registrar’s power to change company’s name for breach of direction

21 Sections 19 and 20: consequential amendments

22 Company names: exceptions based on national security etc

23 Use of name suggesting connection with foreign governments etc

24 Use of name giving misleading indication of activities

25 Use of name that a company has been required to change

26 Use of name that another company has been required to change

27 Use of names: exceptions based on national security etc

28 Registered office: appropriate address

29 Registered email addresses etc

30 Registered email addresses: transitional provision

31 Disqualification for persistent breaches of companies legislation: GB

32 Disqualification for persistent breaches of companies legislation: NI

33 Disqualification on summary conviction: GB

34 Disqualification on summary conviction: NI

35 Power to impose director disqualification sanctions

36 Disqualification of persons designated under sanctions legislation: GB

37 Section 36: application to other bodies

38 Disqualification of persons designated under sanctions legislation: NI

39 Section 38: application to other bodies

40 Disqualified directors

41 Section 40: amendments to clarify existing corresponding provisions

42 Repeal of power to require additional statements

43 Prohibition on director acting unless ID verified

44 Prohibition on acting unless directorship notified

45 Registrar’s power to change a director’s service address

46 Register of members: information to be included and powers to obtain it

47 Additional ground for rectifying the register of members

48 Register of members: protecting information

49 Register of members: removal of option to use central register

50 Membership information: one-off statement

51 Abolition of local registers etc

52 Protection of date of birth information

53 Filing obligations of micro-entities

54 Filing obligations of small companies other than micro-entities

55 Sections 53 and 54: consequential amendments

56 Use or disclosure of profit and loss accounts for certain companies

57 Statements about exemption from audit requirements

58 Removal of option to abridge Companies Act accounts

59 Confirmation statements

60 Duty to confirm lawful purposes

61 Duty to notify a change in company’s principal business activities

62 Duty to deliver information about exemption from Part 21A

63 Confirmation statements: offences

64 Identity verification of persons with significant control

65 Procedure etc for verifying identity

66 Authorisation of corporate service providers

67 Exemption from identity verification: national security grounds

68 Allocation of unique identifiers

69 Identity verification: material unavailable for public inspection

70 Registrar’s power to strike off company registered on false basis

71 Requirements for administrative restoration

72 Delivery of documents: identity verification etc

73 Disqualification from delivering documents

74 Proper delivery: requirements about who may deliver documents

75 Delivery of documents by electronic means

76 Delivery of order confirming reduction of share capital

77 Delivery of statutory declaration of solvency

78 Registrar’s rules requiring documents to be delivered together

79 Power to reject documents for inconsistencies

80 Informal correction of document

81 Preservation of original documents

82 Records relating to dissolved companies etc

83 Power to require additional information

84 Registrar’s notice to resolve inconsistencies

85 Administrative removal of material from the register

86 Rectification of the register under court order

87 Power to require businesses to report discrepancies

88 Inspection of the register: general

89 Copies of material on the register

90 Material not available for public inspection

91 Protecting information on the register

92 Analysis of information for the purposes of crime prevention or detection

93 Fees: costs that may be taken into account

94 Disclosure of information

95 Use or disclosure of directors’ address information by companies

96 Use or disclosure of PSC information by companies

97 Use of directors’ address information by registrar

98 Change of addresses of officers of overseas companies by registrar

99 Overseas companies: availability of material for public inspection etc

100 Registered addresses of an overseas company

101 Overseas companies: identity verification of directors

102 General false statement offences

103 False statement offences: national security etc defence

104 Financial penalties

105 Registered office: rectification of register

106 Rectification of register: service addresses

107 Rectification of register: principal office addresses

108 Service of documents on people with significant control

PART 2
Partnerships

CHAPTER 1 Limited partnerships etc.

Meaning of “limited partnership”

109 Meaning of “limited partnership”

Required information about limited partnerships

110 Required information about partners

111 Required information about partners: transitional provision

112 Details about general nature of partnership business

Registered offices

113 A limited partnership’s registered office

114 A limited partnership’s registered office: transitional provision

115 A limited partnership’s registered office: consequential amendments

Registered email addresses

116 A limited partnership’s registered email address

117 A limited partnership’s registered email address: transitional provision

The general partners

118 Restrictions on general partners

119 Officers of general partners

120 Officers of general partners: transitional provision

Removal of option to authenticate application by signature

121 Removal of option to authenticate application by signature

Changes in partnerships

122 Notification of information about partners

123 New partners: transitional provision about required information

124 New general partners: transitional provision about officers

125 Notification of other changes

126 Confirmation statements

127 Confirmation statements: Scottish partnerships

Accounts

128 Power for HMRC to obtain accounts

Dissolution, winding up and sequestration

129 Dissolution and winding up: modifications of general law

130 Dissolution by the court when a partner has a mental disorder

131 Winding up limited partnerships on grounds of public interest

132 Winding up dissolved limited partnerships

133 Power to make provision about winding up

134 Winding up of limited partnerships: concurrent proceedings

135 Sequestration of limited partnerships: concurrent winding up proceedings

The register of limited partnerships

136 The register of limited partnerships

137 Material not available for public inspection

138 Records relating to dissolved or deregistered limited partnerships

Disclosure of information

139 Disclosure of information about partners

The registrar’s role relating to dissolution, revival and deregistration

140 Duty to notify registrar of dissolution

141 Registrar’s power to confirm dissolution of limited partnership

142 Registrar’s power to confirm dissolution: transitional provision

143 Voluntary deregistration of limited partnership

144 Removal of limited partnership from index of names

Delivery of documents

145 Delivery of documents relating to limited partnerships

146 General false statement offences

National security exemption from identity verification

147 National security exemption from identity verification

Service on a limited partnership

148 Service on a limited partnership

Application of other laws

149 Application of company law

150 Application of Partnership Act 1890 (meaning of firm)

Regulations

151 Limited partnerships: regulations

Further amendments

152 Limited partnerships: further amendments

CHAPTER 2 Miscellaneous provision about partnerships

153 Registration of qualifying Scottish partnerships

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

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

PART 3
Register of overseas entities

156 Register of overseas entities

157 Required information about overseas entities: address information

158 Registration of information about land

159 Registration of information about trusts

160 Registration of information about managing officers: age limits

161 Registrable beneficial owners: cases involving trusts

162 Registrable beneficial owners: nominees

163 Information about changes in beneficiaries under trusts

164 Applications for removal

165 Verification of registrable beneficial owners and managing officers

166 Material unavailable for public inspection: verification information

167 Material unavailable for public inspection

168 Protection of information

169 Resolving inconsistencies in the register

170 Administrative removal of material from register

171 False statement offences in connection with information notices

172 General false statement offences

173 Enforcement of requirement to register: updated language about penalties etc

174 Overseas entities: further information for transitional cases

175 Financial penalties: interaction with offences

176 Meaning of “service address”

177 Meaning of “registered overseas entity” in land registration legislation

178 Power to apply Part 1 amendments to register of overseas entities

PART 4
Cryptoassets

179 Cryptoassets: confiscation orders

180 Cryptoassets: civil recovery

181 Cryptoassets: terrorism

PART 5
Miscellaneous

182 Money laundering: exiting and paying away exemptions

183 Money laundering: exemptions for mixed-property transactions

184 Money laundering: offences of failing to disclose

185 Money laundering: information orders

186 Terrorist financing: information orders

187 Enhanced due diligence: designation of high-risk countries

188 Direct disclosures of information: restrictions on civil liability

189 Indirect disclosure of information: restrictions on civil liability

190 Meaning of “privileged disclosure”

191 Meaning of “relevant actions”

192 Meaning of “business relationship”

193 Other defined terms in sections 188 to 191

194 Strategic litigation against public participation: requirement to make rules of court

195 Meaning of “SLAPP” claim

196 Attributing criminal liability for economic crimes to certain bodies

197 Power to amend list of economic crimes

198 Offences under section 196 committed by partnerships

199 Failure to prevent fraud

200 Fraud offences: supplementary

201 Section 199: large organisations

202 Large organisations: parent undertakings

203 Offences under section 199 committed by partnerships

204 Guidance about preventing fraud offences

205 Failure to prevent fraud: minor definitions

206 Failure to prevent fraud: miscellaneous

207 Law Society: powers to fine in cases relating to economic crime

208 Scottish Solicitors’ Discipline Tribunal: powers to fine in cases relating to economic crime

209 Regulators of legal services: objective relating to economic crime

210 Approved regulators: information powers relating to economic crime

211 Serious Fraud Office: pre-investigation powers

212 Reports on payments to governments regulations: false statement offences etc

213 Reports on the implementation and operation of Parts 1 to 3

214 Sanctions enforcement: monetary penalties

215 Report on costs orders for proceedings for civil recovery

PART 6
General

216 Power to make consequential provision

217 Regulations

218 Extent

219 Commencement

220 Transitional provision

221 Short title

SCHEDULES

SCHEDULE 1 Register of members: consequential amendments

SCHEDULE 2 Abolition of certain local registers

SCHEDULE 3 Disclosure of information: consequential amendments

SCHEDULE 4 Required information

SCHEDULE 5 Limited partnerships: consequential amendments

SCHEDULE 6 Duty to deliver information about changes in beneficiaries

SCHEDULE 7 Overseas entities: further information for transitional cases

SCHEDULE 8 Cryptoassets: confiscation orders

SCHEDULE 9 Cryptoassets: civil recovery

SCHEDULE 10 Cryptoassets: terrorism

SCHEDULE 11 Economic crime offences

SCHEDULE 12 Criminal liability of bodies: economic crimes

SCHEDULE 13 Failure to prevent fraud: fraud offences

SCHEDULES

SCHEDULE 2Abolition of certain local registers

PART 3Register of people with significant control

11

For sections 790D and 790E substitute—

“790CBDuty to find out about persons with significant control

A company to which this Part applies must take reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company and, if so, to identify them.

790DCompany’s duty to give notices to persons with significant control

(1)

A company to which this Part applies must give a notice to a person under this section if—

(a)

the company knows or has cause to believe that the person is a registrable person or a registrable relevant legal entity in relation to the company, but

(b)

the company has not had confirmation of the person’s status as a registrable person or registrable relevant legal entity or has not had confirmation of all of the required particulars of the person (see section 790K).

(2)

The notice must require the person—

(a)

to inform the company whether the person is a registrable person or a registrable relevant legal entity in relation to the company, and

(b)

if they are, to give the company all of the required particulars of the person (see section 790K).

(3)

The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4)

The company must give the notice—

(a)

as soon as reasonably practicable after the company becomes subject to the duty to give a notice under this section, and

(b)

in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

(5)

A company is not required to give a notice under this section to a person if—

(a)

the application for the registration of the company contained a statement of initial significant control naming the person as someone who would, on the company’s incorporation, become a registrable person or a registrable relevant legal entity in relation to the company, and

(b)

the company has no cause to believe that at any time since its incorporation the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company.

(6)

The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(7)

Regulations under subsection (6) are subject to negative resolution procedure.

790DAObtaining information from third parties

(1)

A company to which this Part applies may give a notice to a person under this section if it knows or has cause to believe that the person—

(a)

knows the identity of someone who falls within subsection (2), or

(b)

knows the identity of someone likely to have that knowledge.

(2)

The persons who fall within this subsection are—

(a)

a registrable person in relation to the company;

(b)

a relevant legal entity in relation to the company;

(c)

an entity which would be a relevant legal entity in relation to the company but for the fact that section 790C(6)(b) does not apply in respect of it.

(3)

A company must give a notice under subsection (1) to a person (“a third party”) if the company—

(a)

knows or has cause to believe that a person is a registrable person or a registrable relevant legal entity in relation to the company (“a suspected PSC”),

(b)

is under a duty to give the suspected PSC a notice under section 790D but does not have the information that it needs in order to contact them, and

(c)

knows or has cause to believe that the third party—

(i)

knows the identity of the suspected PSC, or

(ii)

knows the identity of someone likely to have that knowledge.

(4)

A notice under subsection (1) must require the person to whom it is given (“the recipient”)—

(a)

to inform the company whether the recipient knows the identity of any person who—

(i)

falls within subsection (2), or

(ii)

is likely to know the identity of anyone who falls within subsection (2), and

(b)

if the recipient does, to give the company any information within the recipient’s knowledge that would allow the company to contact each such person.

(5)

The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(6)

A person to whom a notice under subsection (1) is given is not required by that notice to disclose any information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.

(7)

The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(8)

Regulations under subsection (7) are subject to negative resolution procedure.

(9)

In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified.

790ECompany’s duty to find out about changes in PSC information

(1)

This section applies if a company—

(a)

knows or has cause to believe that there has been a change in the required particulars of a registrable person or a registrable relevant legal entity in relation to the company (see section 790K), but

(b)

has not had confirmation that the change has occurred or has not had confirmation of all of the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(2)

The company must give the person a notice requiring the person—

(a)

to inform the company whether the change has occurred, and

(b)

if it has, to give the company the information that the company would need to include in a notice of the change under section 790LD(1) or 790LE(1).

(3)

The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4)

The company must give the notice—

(a)

as soon as reasonably practicable after the company becomes subject to the duty to give a notice under subsection (2), and

(b)

in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

(5)

The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(6)

Regulations under subsection (5) are subject to negative resolution procedure.

790EACompany’s duty to find out about persons ceasing to be PSCs

(1)

This section applies if a company —

(a)

knows or has cause to believe that a person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, but

(b)

has not had confirmation that the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company or has not had confirmation of the date on which the person so ceased.

(2)

The company must give the person a notice requiring the person—

(a)

to inform the company whether the person has ceased to be a registrable person or a registrable relevant legal entity in relation to the company, and

(b)

if the person has, to inform the company of the date on which the person so ceased.

(3)

The notice must require the person to whom it is given to comply with the notice by no later than the end of the period of one month beginning with the day on which it is given.

(4)

The company must give the notice—

(a)

as soon as reasonably practicable after the company becomes subject to the duty under subsection (2), and

(b)

in any event before the end of the period of 14 days beginning with the day on which the company becomes so subject.

(5)

The Secretary of State may by regulations make further provision about the giving of notices under this section, including provision about their form and content and the manner in which they must be given.

(6)

Regulations under subsection (5) are subject to negative resolution procedure.

790EBCompany’s duty to notify failure to comply with notices

(1)

A company must notify the registrar if a person fails to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it.

(2)

The notice must be given within the period of 14 days beginning with the end of the period specified in the notice under section 790D, 790DA, 790E or 790EA.

790ECCompany’s duty to notify of late compliance with notices

(1)

A company must notify the registrar if a person who has failed to comply with a notice given by the company under section 790D, 790DA, 790E or 790EA within the period specified in it subsequently complies.

(2)

The notice must be given within the period of 14 days beginning with the day on which the person complied with the notice under section 790D, 790DA, 790E or 790EA.”