Legislation – Economic Crime and Corporate Transparency Act 2023

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

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)

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

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

Which version?
Latest available (Revised)
Original (As enacted)

Changes to legislation:

There are currently no known outstanding effects for the Economic Crime and Corporate Transparency Act 2023, Section 103.

Changes to Legislation

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PART 1Companies etc

General offences and enforcement

103False statement offences: national security etc defence

(1)

The Companies Act 2006 is amended as follows.

(2)

In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

“section 1112B (false statement offences: national security etc defence).”

(3)

After section 1112A (inserted by section 102 of this Act) insert—

“1112BFalse statements offences: national security etc defence

(1)

A person to whom a certificate is issued by the Secretary of State for the purposes of this section is not liable for the commission of any offence relating to the delivery to the registrar, or the making of a statement, that is misleading, false or deceptive.

(2)

The Secretary of State may issue a certificate to a person for the purposes of this section only if satisfied that it is necessary for the person to engage in conduct amounting to such an offence—

(a)

in the interests of national security, or

(b)

for the purposes of preventing or detecting serious crime.

(3)

A certificate under this section may be revoked by the Secretary of State at any time.

(4)

For the purposes of subsection (2)(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.”