Be it enacted by the King’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Companies etc
The registrar of companies
The Companies Act 2006 is amended as follows.
In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—.
After section 1081 insert—
Company formation
In section 9 of the Companies Act 2006 (registration documents), in subsection (2)—
omit the “and” at the end of paragraph (c);
at the end of paragraph (d) insert
The Companies Act 2006 is amended as follows.
In section 9 (registration documents)—
after subsection (3) insert—;
after subsection (6) insert—
After section 9 insert—
In section 10 (statement of capital and initial shareholdings), omit subsection (3).
In section 11 (statement of guarantee), omit subsection (2).
Section 12 of the Companies Act 2006 (statement of proposed officers) is amended as follows.
After subsection (2) insert—
The provision that may be made under section 220(1) in connection with the coming into force of this section includes—
provision requiring a company incorporated in pursuance of an application delivered before the coming into force of this section to deliver to the registrar, at the same time as a confirmation statement, a statement, in respect of any individual who became a director of the company on its incorporation, confirming that the individual’s identity is verified (within the meaning of section 1110A of the Companies Act 2006), and
provision for section 853A(1)(b)(i) of the Companies Act 2006 (as substituted by section 59 of this Act) to have effect as if it included a reference to any duty imposed by virtue of paragraph (a).
The Companies Act 2006 is amended as follows
In section 12 (statement of proposed officers), at the end insert—
In section 16 (effect of registration), in subsection (6), at the end insert “unless ineligible for appointment to that office by virtue of any enactment”.
Section 12A of the Companies Act 2006 (statement of initial significant control) is amended as follows.
After subsection (1) insert—
For subsection (4) substitute—
After section 12A of the Companies Act 2006 insert—
Company names
The Companies Act 2006 is amended as follows.
After section 53 insert—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (a) insert—.
The Companies Act 2006 is amended as follows.
After section 56 insert—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (b) insert—.
The Companies Act 2006 is amended as follows.
After section 57 insert—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (ba) insert—.
The Companies Act 2006 is amended as follows.
After section 57A (inserted by section 10 of this Act) insert—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (bb) (inserted by section 10 of this Act) insert—
The Companies Act 2006 is amended as follows.
After section 57B (inserted by section 11 of this Act) insert—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (bc) (inserted by section 11 of this Act) insert—.
The Companies Act 2006 is amended as follows
In section 64 (power to direct change of name in case of company ceasing to be entitled to exemption), after subsection (2) insert—
In section 68 (direction to change name in case of similarity to existing name: supplementary provisions), after subsection (2) insert—
In section 75 (provision of misleading information etc), after subsection (2) insert—
In section 76 (misleading indication of activities)—
for subsections (2) and (3) substitute—;
for subsection (4) substitute—
after subsection (5) insert—;
in subsection (6), for “this section” substitute “subsection (1)”.
The Companies Act 2006 is amended as follows.
In section 64 (company ceasing to be entitled to exemption in relation to use of “limited” etc), after subsection (6) insert—
In section 67 (power to direct change of name in case of similarity to existing name), after subsection (1) insert—
In section 73 (order requiring name to be changed), after subsection (6) insert—
In section 75 (provision of misleading information), after subsection (4) insert—
Section 69 of the Companies Act 2006 (objection to company’s registered name) is amended as follows.
In subsection (1)(b)—
after “in the United Kingdom” insert “or elsewhere”;
after “mislead” insert “members of the public in the United Kingdom or elsewhere”.
In subsection (3), for the second sentence substitute “Any of the following may be joined as respondents—
any member or person who was a member at the time at which the name was registered;
any director or person who was a director at the time at which the name was registered.”
In subsection (4), omit paragraph (b) (and the “or” at the end of that paragraph).
In subsection (5), omit “, (b)”.
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”.
The Companies Act 2006 is amended as follows.
Before section 75 insert—.
Before section 76 insert—.
After section 76 insert—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (f) insert—.
The Companies Act 2006 is amended as follows.
After section 76A (inserted by section 17 of this Act) insert—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (g) (inserted by section 17 of this Act) insert—.
The Companies Act 2006 is amended as follows
In the heading of Chapter 4 of Part 5, after “Secretary of State” insert “and the registrar”.
After section 76B (inserted by section 18 of this Act) insert—
In section 1081 (annotation of the register), in subsection (6), after “subsection (2)” insert “or of any other enactment”.
In section 80 (change of name: registration and issue of new certificate of incorporation), for subsections (1) and (2) substitute—
In section 1047 (registered name of overseas company), in subsection (4), after paragraph (h) (inserted by section 18 of this Act) insert—
Business names
In the Companies Act 2006, after section 1196 insert—
In section 1198 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”.
The Companies Act 2006 is amended as follows.
In section 1192 (application of this Chapter), at the beginning of subsection (1) insert “Subject to any express provision to the contrary,”.
After section 1198 insert—
After section 1199 of the Companies Act 2006 insert—
Registered offices
The Companies Act 2006 is amended as follows.
For section 86 substitute—
In section 87 (change of address of registered office), after subsection (1) insert—
In section 853B (duties to notify a relevant event), omit paragraph (a).
After section 853C insert—
Registered email addresses
The Companies Act 2006 is amended as follows.
In section 9 (registration documents), in subsection (5), after paragraph (a) insert—.
In section 16 (effect of registration), in subsection (4), after “status” insert “, registered email address”.
In the heading to Part 6 (a company’s registered office), after “registered office” insert “and email address”.
After section 88 insert—
After section 853CA (inserted by section 28 of this Act) insert—
In section 1087 (material not available for public inspection), in subsection (1), before paragraph (a) insert—.
In section 1115 (supplementary provisions relating to electronic communications), omit subsection (1).
In Schedule 4 (documents and information sent or supplied to a company)—
after Part 2 insert—;
in the heading of Part 3, at the end insert “in other cases”;
in paragraph 5, after “company” insert “by a person other than the registrar or the Secretary of State”.
This section applies in relation to a company registered under the Companies Act 2006 in pursuance of an application for registration delivered to the registrar before section 29(2) comes fully into force.
On the first occasion on which the company delivers a confirmation statement with a confirmation date that is after the day on which section 29(2) comes fully into force—
it must, at the same time, deliver to the registrar a statement specifying its registered email address for the purposes of section 88A of that Act (inserted by section 29 of this Act);
section 853CB of that Act (inserted by section 29 of this Act) does not apply.
Section 853A(1)(b)(ii) of the Companies Act 2006 (as substituted by section 59 of this Act) has effect as if it included a reference to the duty imposed by subsection (2) (and section 853L of that Act applies accordingly).
Disqualification in relation to companies
Section 3 of the Company Directors Disqualification Act 1986 (disqualification for persistent breaches of companies legislation) is amended as follows.
In subsection (1), for the words from “provisions of the companies legislation” to the end substitute “relevant provisions of the companies legislation (see subsection (3B))”.
In subsection (2), for “such provisions as are mentioned above” substitute “relevant provisions of the companies legislation”.
In subsection (3)—
for “provision of that legislation” substitute “such provision”;
after paragraph (a) (but before the “or” at the end of that paragraph) insert—.
After subsection (3A) insert—
For subsection (4A) substitute—
The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.
In Article 6 (disqualification for persistent breaches of companies legislation)—
in paragraph (1), for the words from “provisions of the companies legislation” to the end substitute “relevant provisions of the companies legislation (see paragraph (3ZA))”;
in paragraph (2), for “such provisions as are mentioned in paragraph (1)” substitute “relevant provisions of the companies legislation”;
in paragraph (3), after sub-paragraph (a) (but before the “or” at the end of that sub-paragraph) insert—;
after paragraph (3) insert—;
for paragraph (3A) substitute—
In Article 25A (application of Order to registered societies), in paragraph (2)(c), for “Articles 6(1) and 8(1)” substitute “Article 6(3ZA)(a)”.
In Article 25B (application of Order to credit unions), in paragraph (3)(b), for “Articles 6(1) and 8(1) references” substitute “Article 6(3ZA)(a) the reference”.
Section 5 of the Company Directors Disqualification Act 1986 (disqualification on summary conviction) is amended as follows.
In subsection (1), for the words from “provision of the companies legislation” to “the registrar of companies” substitute “of the relevant provisions of the companies legislation”.
For subsection (3) substitute—
In subsection (4), omit paragraph (b) and the “and” before it.
For subsection (4A) substitute—
Article 8 of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) (disqualification on summary conviction) is amended as follows.
In paragraph (1), for the words from “provision of the companies legislation” to “the registrar” substitute “of the relevant provisions of the companies legislation”.
For paragraph (3) substitute—
Omit paragraph (4).
For paragraph (4A) substitute—
The Sanctions and Anti-Money Laundering Act 2018 is amended as follows.
In section 1 (power to make sanctions regulations), in subsection (5), after paragraph (a) insert—.
After section 3 insert—
In section 9 (“designated persons”)—
in subsection (1), for “3 and 4” substitute “3 to 4”;
in subsection (3), after “3,” insert “3A,”.
In section 15 (exceptions and licences), after subsection (3) insert—
The Company Directors Disqualification Act 1986 is amended as follows.
After section 11 insert—
In section 14 (offences by body corporate), for subsection (1) substitute—
In section 15 (personal liability for company’s debts where person acts while disqualified)—
in subsection (1)(a), after “section 11” insert “, 11A”;
omit the “or” at the end of subsection (1)(a);
after subsection (1)(b) insert;
in subsection (3)(b), after “(b)” insert “or (c)”;
after subsection (3) insert—;
after subsection (5) insert—
In section 18 (register of disqualification orders and undertakings), in subsection (2A), after paragraph (c) insert—
The Company Directors Disqualification Act 1986 is amended as follows.
In section 22A (application of Act to building societies), in subsection (3A)(a), for “and 7(2)(b)” substitute “, 7(2)(b) and 11A”.
In section 22B (application of Act to incorporated friendly societies), in subsection (3A)(a), for “and 8ZA to 8ZE” substitute “, 8ZA to 8ZE and 11A”.
In section 22C (application of Act to NHS foundation trusts), in subsection (2A)(a), for “and 7(2)(b)” substitute “, 7(2)(b) and 11A”.
In section 22E (application of Act to registered societies), in subsection (4)(f), for “and 8ZA to 8ZE” substitute “, 8ZA to 8ZE and 11A”.
In section 22F (application of Act to charitable incorporated organisations), in subsection (3), after paragraph (d) insert—.
In section 22G (application of Act to further education bodies), in subsection (3), after paragraph (c) insert—
In section 22H (application of Act to protected cell companies), in subsection (4)(za), in subsection (4)(za), for “and 7(2)(b)” substitute “, 7(2)(b) and 11A”.
The Secretary of State may by regulations repeal any of the previous subsections of this section before the subsection is brought into force.
The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.
After Article 15 insert—
In Article 18 (criminal penalties)—
omit “15,”;
for “and” substitute “; and any person guilty of an offence under this Article or Article 15 or 15A”.
In Article 19 (personal liability for company’s debts where person acts while disqualified)—
in paragraph (1)(a), after “Article 15” insert “, 15A”;
omit the “or” at the end of paragraph (1)(a);
after paragraph (1)(b) insert;
in paragraph (3)(b), after “(1)(b)” insert “or (c)”;
after paragraph (3) insert—;
in paragraph (5), in the closing words, after “given” insert “by”;
after paragraph (5) insert—
In Article 22 (register of disqualification orders and undertakings), in paragraph (3), after sub-paragraph (c) insert—
The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.
In Article 24D (application of Order to building societies), in paragraph (3A)(a), for “and 10(2)(b) and (5A)” substitute “, 10(2)(b) and (5A) and 15A”.
In Article 25 (application of Order to incorporated friendly societies), in paragraph (3A)(a), for “and 11A to 11E” substitute “, 11A to 11E and 15A”.
In Article 25A (application of Order to registered societies), in paragraph (2)(g), for “and 11A to 11E” substitute “, 11A to 11E and 15A”.
In Article 25B (application of Order to credit unions), in paragraph (3)(c), for “and 11A to 11E” substitute “, 11A to 11E and 15A”.
In Article 25C (application of Order to protected cell companies), in paragraph (4)(za), for “and 10(2)(b) and (5A)” substitute “, 10(2)(b) and (5A) and 15A”.
The Secretary of State may by regulations repeal any of the previous subsections of this section before the subsection is brought into force.
Directors
The Companies Act 2006 is amended as follows.
After section 159 insert—
After section 169 insert—
In Schedule 8 (index of defined expressions), at the appropriate place insert—.
The Companies Act 2006 is amended as follows.
In section 156C (existing director who is not a natural person)—
in subsection (2), for “be a director” substitute “hold office by virtue of that appointment”;
after subsection (2) insert—
In section 158 (power to provide for exceptions from minimum age requirement)—
in subsection (3), after “office” insert “by virtue of that appointment”;
after subsection (3) insert—
Omit section 159 (which is spent).
In the Companies Act 2006—
omit section 1189 (power to require additional statements in connection with disqualified person becoming director or secretary);
in sections 1190(1) and 1191(1) (further provision and offences), omit “or 1189”.
For section 246 of the Companies Act 2006 substitute—
Register of members
The Companies Act 2006 is amended as follows.
In section 112 (the members of a company), at the end insert—
For the italic heading “General” at the beginning of Chapter 2 of Part 8 substitute “Duty to keep register”.
In section 113 (register of members)—
for subsection (2) substitute—;
in subsection (3), omit “, with the names and addresses of the members,”;
in subsection (5), after “show a single” insert “service”;
in subsection (6), omit “, with the names and addresses of the members,”;
after subsection (6) insert—;
in subsection (7), after “If” insert “, without reasonable excuse,”;
after subsection (8) insert—
After section 113 insert—.
Section 115 (index of members)—
is moved to after the italic heading “Duty to keep index of members” inserted by subsection (5) of this section, and
is renumbered section 113J.
In that section as renumbered—
in subsection (1), for “names of the members of the company” substitute “names or titles of the members of the company (to be known as “the index of members’ names”)”;
for subsection (3) substitute—
Before section 114 insert—.
Before section 121 insert—.
In section 123 (single member companies)—
in subsection (1), omit “, with the name and address of the sole member,”;
in subsection (2), omit “, with the name and address of the sole member”;
in subsection (3), omit “, with the name and address of the person who was formerly the sole member”.
In section 771 (procedure on transfer being lodged), after subsection (1) insert—
In section 125 of the Companies Act 2006 (power of court to rectify the register), for subsection (1) substitute—
The Companies Act 2006 is amended as follows.
In section 114 (register to be kept available for inspection), in subsection (1), after paragraph (b) insert—
In section 115 (index of members), after subsection (4) insert—
In section 116 (rights to inspect and require copies), after subsection (2) insert—
In section 120 (information as to state of register and index), after subsection (2) insert—
After section 120 of the Companies Act 2006 insert—
In section 1087 (material not available for public inspection), in subsection (1), after paragraph (a) insert—.
The Companies Act 2006 is amended as follows.
Omit the following (which allow companies to keep information on the central register instead of entering it in their local register of members)—
section 112A;
Chapter 2A of Part 8.
After section 128 insert—
Schedule 1 contains consequential amendments.
This section applies in relation to a traded company, or a non-traded company, registered under the Companies Act 2006 before the appointed day.
On the first occasion on which the company delivers a confirmation statement with a confirmation date that is after the appointed day it must, at the same time, deliver to the registrar the relevant membership information.
For this purpose “the relevant membership information” means—
in relation to a traded company—
the name and address (as they appear in the company’s register of members) of each person who, at the end of the confirmation date, held at least 5% of the issued shares of any class of the company, and
the number of shares of each class held by each such person at that time;
in relation to a non-traded company—
the name (as it appears in the company’s register of members) of every person who was a member of the company at the end of the confirmation date, and
the number of shares of each class held at the end of the confirmation date by each person who was a member of the company at that time.
Section 853A(1)(b)(ii) of the Companies Act 2006 (as substituted by section 59 of this Act) has effect as if it included a reference to the duty imposed by subsection (2) (and section 853L of that Act applies accordingly).
In this section—“confirmation statement” has the meaning given by section 853A(1)(b) of the Companies Act 2006;“non-traded company” has the meaning given by section 853F(2) of that Act;“the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;“traded company” has the meaning given by section 853G(2) and (3) of that Act.
Other expressions used in this section have the same meaning as in Part 24 of the Companies Act 2006.
Registration of directors, secretaries and persons with significant control
Schedule 2 contains amendments to abolish requirements imposed on a company to keep its own—
register of directors;
register of directors’ residential addresses;
register of secretaries;
register of people with significant control (sometimes referred to as a PSC register).
It also contains related amendments requiring information to be provided to the registrar of companies.
The Companies Act 2006 is amended as follows.
In section 1087 (material not available for public inspection), for paragraph (da) substitute—.
For sections 1087A and 1087B substitute—
Accounts and reports
Before section 444 of the Companies Act 2006 (but after the italic heading before that section) insert—
For section 444 of the Companies Act 2006 substitute—
The Companies Act 2006 is amended as follows.
In section 415A (directors’ report: small companies exemption), for subsection (2) substitute—
In section 441 (duty to file accounts and reports with the registrar), in subsection (1)—
at the appropriate place insert—;
for “companies subject to small companies regime” substitute “small companies other than micro-entities”;
omit the entry for section 444A.
Omit section 444A (filing obligations of companies entitled to small companies exemption in relation to directors’ report).
In section 445 (filing obligations of medium-sized companies), for subsection (7) substitute—
In section 446 (filing obligations of unquoted companies), for subsection (5), substitute—
In section 473 (parliamentary procedure for certain regulations under this Part), in subsection (1), omit the entry in the list for section 444.
The Companies Act 2006 is amended as follows.
After section 468 insert—
In section 1087 (material not available for public inspection), in subsection (1), after paragraph (bb) insert—.
In section 475 of the Companies Act 2006 (requirement for audited accounts), for subsection (2) substitute—
Schedule 1 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 (S.I. 2008/409) (Companies Act individual accounts) is amended as follows.
In paragraph 1(3), omit “Subject to paragraph 1A”.
Omit paragraph 1A (abridged accounts).
In paragraph 1B(2), omit “, otherwise than pursuant to paragraph 1A(2),”.
In paragraph 1C, omit—
“abridgment or”;
“1A or”.
Confirmation statements
The Companies Act 2006 is amended as follows.
In section 853A (duty to deliver confirmation statements)—
in subsection (1), for paragraph (b) substitute—;
omit subsection (2);
for subsections (7) and (8), substitute—
In section 853K (confirmation statements: power to make further provision by regulations), in subsection (3), for “section 853A(2)” substitute “section 853A(1)(b)”.
After section 853B of the Companies Act 2006 insert—
In section 853C of the Companies Act 2006 (duty to notify a change in company’s principal business activities), after subsection (1) insert—
In section 853H of the Companies Act 2006 (duty to deliver information about exemption from Part 21A), after subsection (2) insert—
The Companies Act 2006 is amended as follows.
In section 853J (power to amend duties to deliver certain information), in subsection (4)(a)—
at the end of sub-paragraph (i) insert “and”;
for sub-paragraphs (ii) to (iv) substitute—.
In section 853L (failure to deliver confirmation statement)—
in subsection (1)—
at the end of paragraph (a) insert “and”;
for paragraphs (b) to (d) substitute—;
omit subsection (4).
Identity verification
The Companies Act 2006 is amended as follows.
In section 790J (power to make exemptions), in subsection (2)(e), after “790LH” (inserted by Schedule 2 to this Act) insert “and 790LM to 790LS”.
After section 790LL (inserted by Schedule 2 to this Act) insert—
The Companies Act 2006 is amended as follows.
In section 1059A (scheme of Part 35), in subsection (3), at the appropriate place insert—.
In section 1087 (material not available for public inspection), in subsection (1), after paragraph (gb) (inserted by section 66 of this Act) insert—.
After section 1110 insert—
In Schedule 8 (index of defined expressions), at the appropriate place insert—.
The Companies Act 2006 is amended as follows.
In section 1059A (scheme of Part 35), in subsection (3), at the appropriate place insert—.
In section 1087 (material not available for public inspection), in subsection (1), after paragraph (ga) insert—.
After section 1098 insert—
In Schedule 8 (index of defined expressions), at the appropriate place insert—.
The Companies Act 2006 is amended as follows.
In section 1059A (scheme of Part 35), in subsection (4), at the appropriate place insert—.
After section 1110B (inserted by section 65 of this Act) insert—
The Companies Act 2006 is amended as follows.
In section 1082 (allocation of unique identifiers)—
in subsection (1)—
after “may” insert “by regulations”;
after “in connection with the register” insert “or dealings with the registrar”;
after paragraph (b) (but before the “or” at the end of that paragraph) insert—;
subsection (2)(c), for “a statement of the person’s name” substitute “any statement by or referring to the person”;
in subsection (2), for paragraph (d) substitute—
In section 1087 (material not available for public inspection), after paragraph (d) insert—
In section 1087 of the Companies Act 2006 (material unavailable for public inspection), in subsection (1)—
in the words before paragraph (a), after “not” insert “, so far as it forms part of the register,”;
after paragraph (gc) (inserted by section 65 of this Act) insert—.
Striking off and restoration to the register
The Companies Act 2006 is amended as follows.
After section 1002 insert—
In section 1024 (application for administrative restoration to the register), in subsection (1), for the words from “section” to the end substitute
In section 1025 (requirements for administrative restoration), for subsection (2) substitute—
In section 1028A (administrative restoration of company with share warrants), in subsection (1), for “or 1001” substitute “, 1001 or 1002A”.
In section 1029 (application to court for restoration to the register), in subsection (1)(c)—
omit the “or” at the end of sub-paragraph (i);
after that sub-paragraph insert—.
In section 1030 (timing for application to court for restoration to the register), in subsection (5)(a), after “company)” insert “or section 1002A (power of registrar to strike off company registered on false basis)”.
In section 1031 (decision on application for restoration by the court), in subsection (1)—
after paragraph (a) insert—;
in paragraph (c), for “other case” substitute “case (including a case falling within paragraph (a), (aa) or (b))”.
In section 1025 of the Companies Act 2006 (requirements for administrative restoration), for subsection (5) substitute—
Who may deliver documents
The Companies Act 2006 is amended as follows.
In section 9 (registration documents), omit subsection (3).
In section 1059A (scheme of Part 35), in subsection (2), for “1068” substitute “1067A”.
After section 1067 insert—
In section 1072 of the Companies Act 2006 (requirements for proper delivery), in subsection (1), after paragraph (a) insert—.
Facilitating electronic delivery
The Companies Act 2006 is amended as follows.
In section 1068 (registrar’s requirements as to form, authentication and manner of delivery)—
after subsection (4) insert—;
omit subsections (5) to (6A).
Omit section 1069 (power to require delivery by electronic means).
In section 1072 (requirements for proper delivery), in subsection (1)(b), omit “section 1069 (power to require delivery by electronic means),”.
In section 649 of the Companies Act 2006 (registration of court order confirming reduction of share capital and statement of capital), in subsection (1), for the words from “production of an order” to “copy of the order” substitute “the delivery of a copy of a court order confirming the reduction of a company’s share capital”.
In section 89 of the Insolvency Act 1986 (statutory declaration of solvency)—
in subsection (3), for “The declaration” substitute “A copy of the declaration”;
in subsection (6), after “If” insert “a copy of”.
In Article 75 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (statutory declaration of solvency)—
in paragraph (3), for “The declaration” substitute “A copy of the declaration”;
in paragraph (6), after “If” insert “a copy of”.
The Companies Act 2006 is amended as follows.
After section 1068 insert—
In section 1072 (requirements for proper delivery), in subsection (1)(b), after the entry in the list for section 1068 insert—.
Promoting the integrity of the register
After section 1073 of the Companies Act 2006 insert—
The Companies Act 2006 is amended as follows.
Omit section 1075 (informal correction of document).
In section 1081 (annotation of the register), in subsection (1), omit paragraph (b).
In section 1087 (material not available for public inspection), in subsection (1)(d), at the end insert “before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023”.
In section 1083 of the Companies Act 2006 (preservation of original documents), in subsection (1), for “three years” substitute “two years”.
The Companies Act 2006 is amended as follows.
Section 1084 (records relating to companies that have been dissolved etc) is to extend also to Scotland and is amended as follows—
in subsection (1), after paragraph (c) insert—;
after subsection (1) insert—;
for subsections (2) and (3) substitute—;
omit subsections (4A) and (5).
Omit section 1087ZA (required particulars available for public inspection for limited period).
The Companies Act 2006 is amended in accordance with subsections (2) to (4).
After section 1092 insert—
In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—.
In section 1087 (material not available for public inspection), in subsection (1), after paragraph (e) insert—.
Section 1093 of the Companies Act 2006 (registrar’s notice to resolve inconsistency on the register) is amended as follows.
For subsections (1) and (2) substitute—
In the heading, omit “on the register”.
The Companies Act 2006 is amended as follows.
For section 1094 substitute—
In section 1073 (power to accept documents not meeting requirements for proper delivery), in subsection (6)(a), for “section 1094(4)” substitute “regulations under section 1094A(1)”.
In section 1087 (material not available for public inspection), in subsection (1), for paragraph (f) substitute—.
Omit section 1095 (rectification of register on application to registrar).
Omit section 1095A (rectification of register to resolve a discrepancy).
Section 1096 of the Companies Act 2006 (rectification of the register under court order) is amended as follows.
For subsection (3) substitute—
After subsection (5) insert—
In subsection (6), omit paragraph (a) and the “or” at the end of that paragraph.
The Companies Act 2006 is amended as follows.
In section 1059A (scheme of Part 35), in subsection (4), at the appropriate place insert—.
After section 1110C (inserted by section 67 of this Act) insert—
Inspection etc of the register
In section 1085 of the Companies Act 2006 (inspection of the register), for subsection (3) substitute—
The Companies Act 2006 is amended as follows.
In section 1086 (right to copy of material on the register)—
in subsection (1), at the end insert “that is available for public inspection”;
omit subsection (3).
In section 1089 (form of application for inspection or copy), omit subsection (2).
For section 1090 substitute—
In section 1091 (certification of copies as accurate)—
for subsections (1) and (2) substitute—;
in subsection (5), omit “Except in the case of an enhanced disclosure document (see section 1078),”.
In section 1087 of the Companies Act 2006 (material not available for public inspection), in subsection (1), after paragraph (j) insert—
The Companies Act 2006 is amended as follows.
In section 790ZF (protection of information as to usual residential address of PSCs), omit subsection (3).
In section 1087 (material not available for public inspection)—
in subsection (1) for paragraph (e) substitute—;
for subsection (2) substitute—
For section 1088 substitute—
Registrar's functions and fees
After section 1062 of the Companies Act 2006 insert—
Section 1063 of the Companies Act 2006 (fees) is amended as follows.
After subsection (3) insert—
In subsection (4), for “this section” substitute “subsection (1)”.
After subsection (6) insert—
Information sharing and use
The Companies Act 2006 is amended as follows.
In section 243 (permitted disclosure by registrar), for subsection (6) substitute—
In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—.
After section 1110D (inserted by section 87 of this Act) insert—
In section 1114 (application of provisions about documents and delivery), in subsection (1)(b), at the end insert “(but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar)”.
Schedule 3 contains consequential amendments.
In section 241 of the Companies Act 2006 (protected information: restriction on use or disclosure by company), after subsection (2) insert—
The Companies Act 2006 is amended as follows.
For section 790ZG substitute—
In section 1087 (material not available for public inspection), in subsection (1), for paragraph (bc) substitute—.
The Companies Act 2006 is amended as follows.
In section 242 (protected information: restriction on use or disclosure by registrar)—
in subsection (3), omit “use or” in each place it occurs;
in the heading, omit “use or”.
In section 243 (permitted use or disclosure by registrar)—
omit subsection (1);
in the heading, omit “use or”.
Overseas companies
In section 1046 of the Companies Act 2006 (overseas companies: registration of particulars), after subsection (6) insert—
The Companies Act 2006 is amended as follows.
After section 1048 insert—
In section 1139 (service of documents on company), for subsections (2) and (3) substitute—
General offences and enforcement
The Companies Act 2006 is amended as follows.
In section 1059A (scheme of Part 35), in subsection (3), for the entry relating to sections 1112 and 1113 substitute—
For section 1112 substitute—
In section 1126 (consents required for certain prosecutions)—
in subsection (1), for the entry relating to section 1112 substitute—;
in subsections (2)(a)(iv) and (3)(a)(iv), after “1112” insert “or 1112A”.
The Companies Act 2006 is amended as follows.
In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—
After section 1112A (inserted by section 102 of this Act) insert—
The Companies Act 2006 is amended as follows.
In the heading to Part 36 (Offences under the Companies Acts), at the end insert “and financial penalties”.
After section 1132 insert—
Rectification of addresses and service of documents
Section 1097A of the Companies Act 2006 (rectification of register relating to a company’s registered office) is amended as follows.
For subsection (1) substitute—
Omit subsection (2).
In subsection (3)—
after paragraph (b) insert—;
in paragraph (c), for “and of its outcome” substitute “or that the registrar is considering the exercise of powers under the regulations”;
after paragraph (c) insert—;
for paragraph (e) substitute—;
for paragraph (f) substitute—;
in paragraph (h), at the end insert “(which need not be an appropriate address within the meaning given by section 86(2))”;
after paragraph (h) insert—;
for paragraph (i) substitute—
Omit subsection (4).
Before subsection (5) insert—
For subsection (6) substitute—
The Companies Act 2006 is amended as follows.
After section 1097A insert—
In section 1087 (material not available for public inspection), in subsection (1)(ga)—
after “1097A” insert “, 1097B”;
for “company registered office” substitute “registered office, service address”.
The Companies Act 2006 is amended as follows.
After section 1097B (inserted by section 106) insert—
In section 1087 (material not available for public inspection), in subsection (1)(ga)—
after “1097B” (inserted by section 106 of this Act) insert “or 1097C”;
after “service address” (inserted by section 106 of this Act) insert “or principal office address”.
In section 1140 of the Companies Act 2006 (service of documents on directors, secretaries and others), in subsection (2), after paragraph (a) insert—.
Partnerships
Meaning of “limited partnership”
The Limited Partnerships Act 1907 is amended in accordance with subsections (2) and (3).
Omit section 5 (registration of limited partnership required).
In section 1099 of the Companies Act 2006 (the registrar’s index of company names), in subsection (3)(a), for “registered in the United Kingdom” substitute “(within the meaning of section 3 of the Limited Partnerships Act 1907)”.
Required information about limited partnerships
The Limited Partnerships Act 1907 is amended as follows.
In section 3 (interpretation of terms)—
the existing text becomes subsection (1);
in that subsection, at the appropriate places insert—;;;;
after that subsection insert—
In section 4 (definition and constitution of limited partnership), in subsection (4), for “body corporate” substitute “legal entity”.
In section 8A (application for registration)—
in subsection (1)(c), after “each” insert “proposed”;
in subsections (2)(b) and (c), for “name of each” substitute “required information about each proposed”;
in subsection (2)(d), after “each” insert “proposed”;
in subsections (3)(a) and (b), for “name of each” substitute “required information about each proposed”;
after subsection (3) insert—
Schedule 4 inserts a Schedule into the Limited Partnerships Act 1907 setting out the required information about partners.
This section applies in relation to a limited partnership that was registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 110(4) came fully into force.
The general partners in the limited partnership must, within the transitional period, deliver a statement to the registrar specifying the required information (within the meaning of the Schedule to that Act (inserted by Schedule 4 to this Act)) about each person who—
is a partner in the limited partnership, and
became a partner on the registration of the limited partnership.
If a change in the required information about such a partner occurs before whichever is earlier of—the general partners in the limited partnership are not required by the provisions mentioned in subsection (4) to give notice to the registrar of the change, unless it is a change to the partner’s name.
the end of the transitional period, and
the delivery of the statement mentioned in subsection (2),
The provisions are—
section 8S(1) of the Limited Partnerships Act 1907 (inserted by section 122 of this Act), and
so far as it relates to section 8S(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).
Failure by the general partners in a limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).
Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.
In section 8A of the Limited Partnerships Act 1907 (application for registration)—
after subsection (2) insert—;
after subsection (8) insert—
Registered offices
The Limited Partnerships Act 1907 is amended as follows.
In section 3 (interpretation of terms)—
in subsection (1) (created by section 110 of this Act), at the appropriate place insert—;
after subsection (3) (inserted by section 110 of this Act) insert—
In section 8A (application for registration)—
in subsection (1), after paragraph (a) insert—;
after subsection (1) insert—
After section 8D insert—
This section applies in relation to a limited partnership registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 113(3) came fully into force.
The general partners must, within the transitional period, deliver to the registrar a statement specifying—
the address of its registered office (which must be an appropriate address within the meaning given by section 8E(2) of that Act (inserted by section 113(4) of this Act)), and
which of the addresses in section 8E(2)(c) of that Act the address is.
If the statement under subsection (2)(b) specifies that the address is an address mentioned in section 8E(2)(c)(iv) of the Limited Partnerships Act 1907, the notice must be accompanied by a statement by the authorised corporate service provider confirming that the address is the authorised corporate service provider’s address.
The provisions mentioned in subsection (5) do not apply in respect of the limited partnership until—
the end of the transitional period, or
if earlier, the delivery of the statement mentioned in subsection (2).
Those provisions are—
section 8E of the Limited Partnerships Act 1907 (inserted by section 113(4) of this Act);
section 10D(2)(b) of that Act (inserted by section 126 of this Act).
Failure by the general partners in the limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).
Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.
Regulation 2 of the Alternative Investment Fund Managers Regulations 2013 (S.I. 2013/1773) (interpretation) is amended as follows.
In paragraph (1)—
at the end of paragraph (a) of the definition of “EEA AIF” insert “(but see paragraph (1A) if the AIF is a limited partnership)”;
at the end of the definition of “Gibraltar AIF” insert “(but see paragraph (1A) if the AIF is a limited partnership)”;
at the end of paragraph (b) of the definition of “UK AIF” insert “(but see paragraph (1A) if the AIF is a limited partnership)”;
at the appropriate places insert—;.
After paragraph (1) insert—
Registered email addresses
The Limited Partnerships Act 1907 is amended as follows.
In section 8A (application for registration), in subsection (1), after paragraph (ab) (inserted by section 113 of this Act) insert—.
After section 8G (inserted by section 113 of this Act) insert—
This section applies in relation to a limited partnership registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 116(2) came fully into force.
The general partners must, within the transitional period, deliver to the registrar a statement specifying its registered email address (which must be an appropriate email address within the meaning given by section 8H(2) of that Act (inserted by section 116(3) of this Act)).
The provisions mentioned in subsection (4) do not apply in respect of the limited partnership until—
the end of the transitional period, or
if earlier, the delivery of the statement mentioned in subsection (2).
Those provisions are—
section 8H of the Limited Partnerships Act 1907 (inserted by section 116(3) of this Act);
section 10D(2)(c) of that Act (inserted by section 126 of this Act).
Failure by the general partners in a limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).
Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.
The general partners
The Limited Partnerships Act 1907 is amended as follows.
In section 8A (application for registration)—
after subsection (1A) (inserted by section 113 of this Act) insert—;
in subsection (8), at the appropriate place insert—
After section 8I (inserted by section 116 of this Act) insert—
The Limited Partnerships Act 1907 is amended as follows.
In section 8A (application for registration), after subsection (1B) (inserted by section 118 of this Act) insert—
After section 8J (inserted by section 118 of this Act) insert—
This section applies in relation to a limited partnership that was registered under the Limited Partnerships Act 1907 in pursuance of an application for registration delivered to the registrar before section 119(3) came fully into force.
Each general partner that is a legal entity and became a general partner in the limited partnership on its registration must, within the transitional period, deliver to the registrar—
a statement of the kind mentioned in section 8A(1C) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8A(1F) of that Act (both inserted by section 119(3) of this Act), and
either—
a statement that the general partner does not have any corporate managing officers, or
if the general partner has one or more corporate managing officers, a statement of the kind mentioned in section 8A(1D)(b) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8A(1G) of that Act (both inserted by section 119(3) of this Act).
A general partner mentioned in subsection (2) is not required by the provisions mentioned in subsection (4) to give notice to the registrar if a legal entity becomes a corporate managing officer of the general partner before whichever is earlier of—
the end of the transitional period, and
the delivery of the statement mentioned in subsection (2)(b).
The provisions are—
section 8N(1) of the Limited Partnerships Act 1907 (inserted by section 119 of this Act), and
so far as it relates to section 8N(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).
Removal of option to authenticate application by signature
The Limited Partnerships Act 1907 is amended as follows.
In section 8A (application for registration), in subsection (1), in paragraph (c), omit “signed or otherwise”.
In section 8D (application for designation as a private fund limited partnership), in subsection (2), in paragraph (e), omit “signed or otherwise”.
Changes in partnerships
After section 8Q of the Limited Partnerships Act 1907 (inserted by section 119 of this Act) insert—
This section applies in relation to a person who—other than a person who became a partner in the limited partnership on its registration.
is a partner in a limited partnership, and
became a partner in the limited partnership before section 122 came fully into force,
The general partners in the limited partnership must, within the transitional period, deliver a statement to the registrar specifying the required information about the partner (within the meaning of the Schedule to the Limited Partnerships Act 1907 (inserted by Schedule 4 to this Act)).
If a change in the required information about the partner occurs before whichever is earlier of—the general partners in the limited partnership are not required by the provisions mentioned in subsection (4) to give notice to the registrar of the change, unless it is a change to the partner’s name.
the end of the transitional period, and
the delivery of the statement mentioned in subsection (2),
The provisions are—
section 8S(1) of the Limited Partnerships Act 1907 (inserted by section 122 of this Act), and
so far as it relates to section 8S(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).
Failure by the general partners in a limited partnership to comply with subsection (2) is, in the absence of any evidence to the contrary, to be treated by the registrar as reasonable cause to believe that the limited partnership has been dissolved for the purposes of section 19 of the Limited Partnerships Act 1907 (registrar’s power to confirm dissolution of limited partnership) (inserted by section 141 of this Act).
Where the registrar proposes to rely on a failure by the general partners in the limited partnership to comply with subsection (2) as grounds for exercising the power in section 19 of the Limited Partnerships Act 1907, subsections (2) to (4) of that section (publication of warning notice) do not apply.
This section applies in relation to a general partner that—other than a legal entity that became a general partner in a limited partnership on its registration.
is a legal entity, and
became a general partner before section 122 came fully into force,
The general partner must, within the transitional period, deliver to the registrar—
a statement of the kind mentioned in section 8R(4) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8R(7) of that Act (both inserted by section 122 of this Act), and
either a statement—
that the general partner does not have any corporate managing officers, or
if the general partner has one or more corporate managing officers, a statement of the kind mentioned in section 8R(5)(b) of the Limited Partnerships Act 1907 containing the information, and accompanied by the statement, mentioned in section 8R(8) of that Act (both inserted by section 122 of this Act).
The general partner is not required by the provisions mentioned in subsection (4) to give notice to the registrar if a legal entity becomes a corporate managing officer of the general partner before whichever is earlier of—
the end of the transitional period, and
the delivery of the statement mentioned in subsection (2)(b).
The provisions are—
section 8N(1) of the Limited Partnerships Act 1907 (inserted by section 119 of this Act), and
so far as it relates to section 8N(1) of the Limited Partnerships Act 1907, section 10D(2)(a) of that Act (inserted by section 126 of this Act).
The Limited Partnerships Act 1907 is amended as follows.
In section 8A (application for registration), in subsection (2), for paragraph (a) substitute—.
Omit section 9 (registration of changes in partnerships).
After section 10 insert—
After section 10C of the Limited Partnerships Act 1907 (inserted by section 125 of this Act) insert—
In regulation 37 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694) (review period), for paragraphs (4) and (5) substitute—
Accounts
After section 10F of the Limited Partnerships Act 1907 (inserted by section 126 of this Act) insert—
Dissolution, winding up and sequestration
The Limited Partnerships Act 1907 is amended as follows.
In section 4 (definition and constitution of limited partnership)—
in subsection (2), after “firm” insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”;
in subsections (2A) and (2B)(b), after “firm” insert “(including debts or obligations incurred in accordance with section 38 of the Partnership Act 1890)”;
in subsection (3), after “firm” insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”.
In section 6 (modifications of general law in case of limited partnerships)—
in subsection (1), after “firm”, in the third place it occurs, insert “(including debts and obligations incurred in accordance with section 38 of the Partnership Act 1890)”;
for subsection (1A) substitute—;
in subsection (2) omit “or bankruptcy”;
after subsection (2) insert—;
omit subsection (3);
for subsections (3A) and (3B) substitute—;
omit subsection (3C).
In section 6A (private fund limited partnerships: actions by limited partners)—
in the heading, omit “private fund limited partnerships:”;
before subsection (1) insert—;
omit subsection (2)(b);
in subsection (4)—
in paragraph (a), omit “private fund”;
omit paragraph (b) and the “or” before it;
after subsection (4) insert—
In section 35 of the Partnership Act 1890 (dissolution by the Court), for paragraph (a) substitute—.
In section 6 of the Limited Partnerships Act 1907 (modifications of general law in case of limited partnerships), in subsection (2), omit the words from “, and” to the end.
After section 27 of the Limited Partnerships Act 1907 (inserted by section 144 of this Act) insert—
After section 28 of the Limited Partnerships Act 1907 (inserted by section 131 of this Act) insert—
After section 29 of the Limited Partnerships Act 1907 (inserted by section 132 of this Act) insert—
The Limited Partnerships Act 1907 is amended as follows.
In section 6 (modifications of general law in case of limited partnerships), for subsection (3D) substitute—
The Bankruptcy (Scotland) Act 2016 is amended as follows.
In section 17 (concurrent proceedings for sequestration or analogous remedy)—
in subsection (2)(b), after “awarded” insert “and the debtor’s estate is being sequestrated”;
in subsection (2)(c)—
omit “has been made”;
after “estate” insert “is pending”;
in subsection (2)(d), after “application” insert “and the debtor’s estate is being sequestrated”;
in subsection (2)(g), after “under” insert “section 28 of the Limited Partnerships Act 1907,”;
after subsection (2)(g) insert—;
after subsection (7) insert—
In section 18 (powers in relation to concurrent proceedings)—
in subsection (1), for “(g)” substitute “(gc)”;
in subsection (2), for “or (g)” substitute “, (g), (ga), (gb) or (gc)”;
in subsection (8), for “(g)” substitute “(gc)”.
The register of limited partnerships
The Limited Partnerships Act 1907 is amended as follows.
For section 16 substitute—
After section 16 of the Limited Partnerships Act 1907 (inserted by section 136 of this Act) insert—
In section 1083 of the Companies Act 2006 (preservation of original documents), in subsection (1), for the second sentence substitute—
After section 16A of the Limited Partnerships Act 1907 (inserted by section 137 of this Act) insert—
Disclosure of information
The Limited Partnerships Act 1907 is amended as follows.
After section 16B of the Limited Partnerships Act 1907 (inserted by section 138 of this Act) insert—
The registrar's role relating to dissolution, revival and deregistration
After section 17 of the Limited Partnerships Act 1907 (power of board of trade to make rules) insert—
The Limited Partnerships Act 1907 is amended as follows.
After section 18 of the Limited Partnerships Act 1907 (inserted by section 140 of this Act) insert—
In section 10 (advertisement in Gazette), omit subsection (2).
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.
After section 25 of the Limited Partnerships Act 1907 (inserted by section 141 of this Act) insert—
After section 26 of the Limited Partnerships Act 1907 (inserted by section 143 of this Act) insert—
Delivery of documents
After section 32 of the Limited Partnerships Act 1907 (inserted by section 134 of this Act) insert—
After section 33 of the Limited Partnerships Act 1907 (inserted by section 145 of this Act) insert—
National security exemption from identity verification
After section 35 of the Limited Partnerships Act 1907 (inserted by section 146 of this Act) insert—
Service on a limited partnership
After section 36 of the Limited Partnerships Act 1907 (inserted by section 147 of this Act) insert—
Application of other laws
After section 7 of the Limited Partnerships Act 1907 insert—
In section 4 of the Partnership Act 1890 (meaning of firm), after subsection (2) insert—
Regulations
After section 37 of the Limited Partnerships Act 1907 (inserted by section 148 of this Act) insert—
Further amendments
Section 17 of the Limited Partnerships Act 1907 is omitted.
Schedule 5 contains consequential amendments relating to this Part.
The Secretary of State may by regulations—
make provision requiring the delivery to the registrar of information in connection with a qualifying Scottish partnership;
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);
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.
The regulations may create summary offences, punishable with a fine, in connection with any provision made by virtue of subsection (1)(a) or (b).
Do not read subsection (2) as impliedly limiting the provision that can be made by virtue of subsection (1)(c).
The provision that may be made by virtue of subsection (1)(c) includes provision for the purpose mentioned in subsection (1)(b).
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.
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, and is a qualifying partnership with the meaning given by regulation 3 of the Partnership (Accounts) Regulations 2008;“the registrar” means registrar of companies for Scotland.
After section 22H of the Company Directors Disqualification Act 1986 insert—
The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.
In Article 2(2) (interpretation), for the definition of “regulations” substitute—.
After Article 25C insert—
Register of overseas entities
The register and registration
In section 3 of the Economic Crime (Transparency and Enforcement) Act 2022, in subsection (2)—
in paragraph (b), omit “, or otherwise in connection with the register”;
after paragraph (b) (but before the “and” at the end) insert—.
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).
In Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (required information), in paragraph 2—
in sub-paragraph (1), after paragraph (g) insert—;
after sub-paragraph (2) insert—
Paragraph 8 of Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (required information) is amended as follows.
In sub-paragraph (1), for paragraphs (d) to (f) substitute—
After sub-paragraph (1) insert—
In sub-paragraph (2), for “sub-paragraph (1)(c)” substitute “sub-paragraphs (1)(c) and (1A)(a)”.
Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (applications: required information) is amended as follows.
In paragraph 6(1), after paragraph (f) insert—
In paragraph 7(1), for paragraph (g) substitute—
Schedule 2 to the Economic Crime (Transparency and Enforcement) Act 2022 (registrable beneficial owners) is amended in accordance with subsections (2) to (5).
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”.
In paragraph 8 (beneficial owners exempt from registration), after paragraph (b) insert—.
For the heading of Part 6 substitute “Powers to amend this Schedule”.
Before paragraph 25 insert—.
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.
The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.
In Schedule 1 (required information)—
in paragraph 3(1), for paragraphs (e) and (f) substitute—;
in paragraph 4, for sub-paragraph (f) substitute—;
in paragraph 5(1), for paragraphs (g) and (h) substitute—.
In Schedule 2 (registrable beneficial owners)—
in paragraph 2—
the existing text becomes sub-paragraph (1);
in paragraph (a) of that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;
after that sub-paragraph insert—;
in paragraph 3—
the existing text becomes sub-paragraph (1);
in paragraph (a) of that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;
after that sub-paragraph insert—;
in paragraph 4—
the existing text becomes sub-paragraph (1);
in that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;
after that sub-paragraph insert—;
after paragraph 6 insert—;
in paragraph 8, for “paragraphs 2(b) and 3(c)” substitute “paragraphs 2(1)(b) and 3(1)(c)”.
Schedule 6 (duty to deliver information about changes in beneficiaries) imposes further duties on registered overseas entities to deliver information.
Section 10 of the Economic Crime (Transparency and Enforcement) Act 2022 (processing of application for removal) is amended as follows.
In subsection (2), after “land” insert “and there are no updates pending”.
In subsection (3), after “land” insert “or there is an update pending”.
After subsection (3) insert—
Section 16 of the Economic Crime (Transparency and Enforcement) Act 2022 (verification of registrable beneficial owners and managing officers) is amended as follows.
In subsection (2)—
after paragraph (a) insert—;
after paragraph (b) insert—;
after paragraph (d) (inserted by section 166 of this Act) insert—
After subsection (2) insert—
Inspection of the register and protection of information
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—
For section 25 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—
Correction or removal of material on the register
Section 27 of the Economic Crime (Transparency and Enforcement) Act 2022 (resolving inconsistencies in the register) is amended as follows.
For subsections (1) and (2) substitute—
In the heading, omit “in the register”.
In the Economic Crime (Transparency and Enforcement) Act 2022—
for section 28 substitute—;
omit sections 29 and 29A (application to rectify register and resolution of discrepancies).
Offences
For section 15 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—
For section 32 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—
The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.
In section 34 (power to require overseas entity to register if it owns certain land)—
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”;
omit subsection (5).
In section 36 (meaning of “daily default fine”) after “applies for” insert “the”.
Miscellaneous
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.
In section 39 of the Economic Crime (Transparency and Enforcement) Act 2022 (financial penalties), in subsection (4)—
for paragraph (a) (but not the “and” at the end) substitute—;
in paragraph (b), omit “or continued”.
In section 44 of the Economic Crime (Transparency and Enforcement) Act 2022 (interpretation), at the appropriate places, insert—
In Schedule 4A to the Land Registration Act 2002 (overseas entities), for paragraph 8 substitute—
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).
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—
In Schedule 8A to the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) (overseas entities), for paragraph 7 substitute—
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.
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.
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—
would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and
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.
Cryptoassets
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.
Schedule 9 amends the Proceeds of Crime Act 2002 to make provision for a civil recovery regime in relation to cryptoassets.
It also contains related amendments.
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—
are intended to be used for the purposes of terrorism,
consist of resources of an organisation which is a proscribed organisation, or
are, or represent, property obtained through terrorism.
Part 2 of Schedule 10 amends the Terrorism Act 2000 to make provision about financial institutions and cryptoassets.
Miscellaneous
Money laundering and terrorist financing
The Proceeds of Crime Act 2002 is amended as follows.
In section 327 (concealing etc), after subsection (2C) insert—
In section 328 (arrangements), after subsection (5) insert—
In section 329 (acquisition, use and possession), after subsection (2C) insert—
In section 339A (threshold amounts)—
for subsection (1) substitute—;
after subsection (6) insert—;
in subsection (7), after “subsection (2)” insert “or (6A)”.
In section 340 (interpretation of Part 7), after subsection (16) insert—
In section 459 (orders and regulations)—
in subsection (4), after paragraph (aza) insert—;
after subsection (6ZB) insert—
The Proceeds of Crime Act 2002 is amended as follows.
In section 327 (concealing etc), after subsection (2E) (inserted by section 182) insert—
In section 328 (arrangements), after subsection (7) (inserted by section 182) insert—
In section 329 (acquisition, use and possession), after subsection (2E) (inserted by section 182), insert—
The Proceeds of Crime Act 2002 is amended as follows.
In section 330 (failure to disclose: regulated sector)—
subsection (7A) is moved to after subsection (7B) and is renumbered subsection (7C);
after that subsection as moved and renumbered, insert—
In section 331 (failure to disclose: nominated officers in the regulated sector), after subsection (6A) insert—
Section 339ZH of the Proceeds of Crime Act 2002 (further information orders) is amended in accordance with subsections (2) to (11).
In the heading for “Further information” substitute “Information”.
In subsection (1)—
for “a further” substitute “an”;
for “either condition 1 or condition 2” substitute “one of conditions 1 to 4”.
In subsection (3) for “A further” substitute “An”.
In subsection (4) for “a further” substitute “an”.
In subsection (5) for “a further” substitute “an”.
After subsection (6) insert—
In subsection (7) for “A further” substitute “An”.
In subsection (8) for “a further” substitute “an”.
In subsection (12), at the appropriate places, insert—;;.
In that subsection, in the definition of “relevant person”, in paragraph (a), for “other National Crime Agency officer” to the end substitute “authorised NCA officer,”.
After section 339ZK of the Proceeds of Crime Act 2002 insert—
In section 459 of that Act (orders and regulations)—
in subsection (4), after paragraph (azaa) (inserted by section 182(7)(a) of this Act) insert—;
after subsection (6ZBA) (inserted by section 182(7)(b) of this Act) insert—
In consequence of further information orders being renamed information orders by this section, the following amendments are also made to that Act—
in the italic heading before section 339ZH for “Further information” substitute “Information”;
in section 339ZI (statements), in subsection (1) for “a further” substitute “an”;
in section 339ZJ (appeals), in subsections (1) and (4)(a) for “a further” substitute “an”;
in section 339ZK (supplementary)—
in subsection (1) for “A further” substitute “An”;
in subsection (3) for “a further” substitute “an”;
in subsection (4) for “a further” substitute “an”;
in subsection (5) omit “further”;
in section 340 (interpretation), in subsection (15) for “Further information” substitute “Information”.
Section 22B of the Terrorism Act 2000 (further information orders) is amended in accordance with subsections (2) to (12).
In the heading for “Further information” substitute “Information”.
In subsection (1) for “a further” substitute “an”.
After subsection (1) insert—
In subsection (3) for “A further” substitute “An”.
In subsection (4) for “a further” substitute “an”.
In subsection (5) for “a further” substitute “an”.
After subsection (6) insert—
In subsection (7) for “A further” substitute “An”.
In subsection (8) for “a further” substitute “an”.
In subsection (12), after “this section” insert “in reliance on Condition 1 or 2”.
In subsection (14), at the appropriate places, insert—;;;
After section 22E of the Terrorism Act 2000 insert—
In section 123(4) of that Act (orders and regulations subject to affirmative procedure), after paragraph (a) insert—.
In consequence of further information orders being renamed information orders by this section, the following amendments are also made to that Act—
in the italic heading before section 22B for “Further information” substitute “Information”;
in section 22C (statements), in subsection (1) for “a further” substitute “an”;
in section 22D (appeals), in subsections (1) and (4)(a) for “a further” substitute “an”;
in section 22E (supplementary)—
in subsection (1) for “A further” substitute “An”;
in subsection (3) for “a further” substitute “an”;
in subsection (4) for “a further” substitute “an”;
in subsection (5) omit “further”;
in section 120C (enforcement of orders in other parts of UK), in subsection (2)(a) omit “further”.
The Sanctions and Anti-Money Laundering Act 2018 is amended as follows.
In Schedule 2 (money laundering and terrorist financing etc)—
in paragraph 4—
the existing text becomes sub-paragraph (1);
after sub-paragraph (1) insert—;
in paragraph 23, after sub-paragraph (2) insert—
In section 55 (parliamentary procedure for regulations)—
in subsection (2), for the first “which” substitute “made during the period of 6 months beginning with the day on which the Economic Crime and Corporate Transparency Act 2023 is passed if the instrument”;
in subsection (9), for the words from “if” to the end substitute “if they only make provision prescribing high-risk countries by virtue of paragraph 4(2) of Schedule 2”.
Disclosures to prevent, detect or investigate economic crime etc
The protections set out in subsection (2) apply in relation to a disclosure made by a person (“A”) to another person (“B”) if—
A is carrying on business in circumstances where subsection (3) applies,
B is also carrying on business in circumstances where that subsection applies,
the information relates to a person who is a customer or former customer of A (“the customer”),
either the request condition or the warning condition is met,
A is satisfied that the disclosure of the information will or may assist B in carrying out relevant actions of B, and
the disclosure is not a privileged disclosure.
The protections are that, subject to subsection (11), the disclosure does not—
give rise to a breach of any obligation of confidence owed by A, or
give rise to any civil liability, on the part of A, to the person to whom the disclosed information relates.
This subsection applies—
where the business carried on is business in the regulated sector, and
in circumstances prescribed, in relation to the business or the person carrying it on, by regulations made by the Secretary of State for the purposes of this paragraph.
The request condition is that—
the disclosure is made in response to a request made by B, and
at the time the request is made, B has reason to believe that A holds information relating to the customer the disclosure of which will or may assist B in carrying out relevant actions of B.
The warning condition is that A, due to concerns about risks of economic crime, has decided to take safeguarding action (or would have decided to take such action but for the customer having ceased to be a customer of A).
For the purposes of subsection (5), “safeguarding action” means—
terminating a business relationship with the customer,
refusing the customer a product or service, or
restricting the customer’s access to elements of a product or service available to other customers of A.
Where a disclosure is made to which subsection (1) applies, B’s use of the disclosed information, for the purposes of any of B’s relevant actions, does not breach any obligation of confidence owed by B.
The protections set out in subsection (9) apply in relation to a disclosure made by a person (“R”) who is carrying on business in circumstances where subsection (3) applies to another person for the purpose of making a disclosure request if R has reason to believe that other person—
is carrying on business in circumstances where subsection (3) applies, and
has in their possession information about a customer or former customer of theirs that will or may assist R to carry out any of R’s relevant actions.
The protections are that, subject to subsection (11), the disclosure does not—
give rise to a breach of any obligation of confidence owed by R, or
give rise to any civil liability, on the part of R, to the person to whom the disclosed information relates.
Where a disclosure is made to which subsection (8) applies, the use by that other person of the disclosed information, for the purposes of enabling a disclosure to be made by them to which subsection (1) applies, does not—This is subject to subsection (11).
give rise to a breach of any obligation of confidence owed by them, or
give rise to any civil liability, on the part of R, to the person to whom the disclosed information relates.
Nothing in this section requires or authorises a disclosure of information that would contravene, or prevents any civil liability arising under, the data protection legislation.
The protections set out in subsection (2) apply in relation to a disclosure made by a person (“A”) to another person (“B”) if—
A is carrying on business in circumstances where subsection (3) applies,
the information relates to a person who is a customer or former customer of A (“the customer”),
due to concerns about the risk of economic crime, A has decided to—
terminate a business relationship with the customer,
refuse the customer a product or service, or
restrict the customer’s access to elements of a product or service which are available to other customers,
A is satisfied that the information disclosed to B, if it is disclosed by B to one or more persons carrying on business in circumstances where subsection (3) applies, will or may assist those persons in carrying out their relevant actions,
to the extent that the information is personal data, the UK GDPR applies to the disclosure of the information by A,
A and B are parties to an agreement the terms of which provide that, to the extent that the information is personal data, B will only disclose or otherwise process it in circumstances where the UK GDPR applies to the disclosure or other processing, and
the disclosure is not a privileged disclosure.
The protections are that, subject to subsection (10), the disclosure does not—
give rise to a breach of any obligation of confidence owed by A, or
give rise to any civil liability, on the part of A, to the person to whom the disclosed information relates.
This subsection applies—
where the business carried on is business in the regulated sector as—
a deposit-taking body,
an electronic money institution,
a payment institution,
a cryptoasset exchange provider, or
a custodian wallet provider,
where—
the business carried on is business in the regulated sector within paragraph 1(1)(j) to (n) of Schedule 9 to the Proceeds of Crime Act 2002 (audit, insolvency, accountancy, tax or legal services), and
the UK revenue of the person carrying on the business is in any of bands B to D for the relevant financial year (see subsection (11)), and
in circumstances prescribed, in relation to the business or the person carrying it on, by regulations made by the Secretary of State for the purposes of this paragraph.
Where subsection (1) applies to a disclosure of information made by A to B, the protections set out in subsection (5) apply in relation to a further disclosure of that information made by B to another person (“C”) if—
C is carrying on business in circumstances where subsection (3) applies, and
to the extent that the information is personal data, the UK GDPR applies to all processing of the information by B, up to and including the disclosure of the information to C.
The protections are that, subject to subsection (10), the disclosure does not—
give rise to a breach of any obligation of confidence owed by B, or
give rise to any civil liability, on the part of B, to the person to whom the disclosed information relates.
Where a disclosure is made to which subsection (4) applies, C’s use of the disclosed information, for the purposes of any of C’s relevant actions, does not breach any obligation of confidence owed by C.
The protections set out in subsection (8) apply in relation to a disclosure made by a person (“R”), who is carrying on business in circumstances where subsection (3) applies, to another person, for the purposes of making a request for a disclosure of information to be made to R by that other person if, at the time the request is made, R has reason to believe that the disclosure of information to which the request relates would be one to which subsection (4) applies.
The protections are that, subject to subsection (10), the disclosure does not—
give rise to a breach of any obligation of confidence owed by R, or
give rise to any civil liability, on the part of R, to the person to whom the disclosed information relates.
Where a disclosure is made to which subsection (7) applies, the use by that other person, of the disclosed information, for the purposes of enabling a disclosure to be made by them to which subsection (4) applies, does not—This is subject to subsection (10).
give rise to a breach of any obligation of confidence owed by them, or
give rise to any civil liability, on their part, to the person to whom the disclosed information relates.
Nothing in this section authorises a disclosure of information that would contravene, or prevents any civil liability arising under, the data protection legislation.
In subsection (3)(b) “relevant financial year”—And, for the purposes of subsection (3)(b), the question of whether a person’s UK revenue is in any of bands B to D for a particular financial year is to be determined in accordance with sections 55 to 57 of the Finance Act 2022 (calculation of UK revenue for the economic crime (anti-money laundering) levy).
for the purposes of subsection (1)(a), means the financial year immediately preceding that in which the disclosure by A is made;
for the purposes of subsection (4)(a), means the financial year immediately preceding that in which the disclosure to C is made.
Information comes to a professional legal adviser or relevant professional adviser in privileged circumstances if it is communicated or given to the adviser—
by (or by a representative of) a client of the adviser in connection with the giving by that person of legal advice to the client,
by (or by a representative of) a person seeking legal advice from the adviser, or
by a person in connection with legal proceedings or contemplated legal proceedings.
For the purposes of this section a “relevant professional adviser” means an accountant, auditor or tax adviser who is a member of a professional body which is established for accountants, auditors or tax advisers (as the case may be) and which makes provision for—
testing the competence of those seeking admission to membership of such a body as a condition for such admission, and
imposing and maintaining professional and ethical standards for its members, as well as imposing sanctions for non-compliance with those standards.
determining, for the purposes of preventing, detecting or investigating economic crime—
whether it is appropriate to apply any customer due diligence measures, or any similar measures, in respect of a customer or proposed customer of the person;
the nature or extent of the measures;
carrying out, for such purposes—a customer or proposed customer of the person;
effective measures for identifying or verifying the identity of, or
any other customer due diligence measures in respect of,
determining, for such purposes, whether it is appropriate to—
terminate an existing business relationship with a customer or proposed customer of the person;
decline to establish a new business relationship with such a customer;
decline to provide a product or service to such a customer;
restrict the access of such a customer to an existing product or service which is normally available to other customers;
decline to carry out a transaction for such a customer.
arises out of the business of the person, and
has, or is expected by the person (at the time when contact is established) to have, an element of duration.
In subsection (1) “relevant business” means—
In sections 188 to 191—“cryptoasset exchange provider” has the meaning given by paragraph 1(12)(a) of Schedule 9 to the Proceeds of Crime Act 2002;“custodial wallet provider” has the meaning given by paragraph 1(12)(b) of Schedule 9 to the Proceeds of Crime Act 2002;“customer due diligence measures” has the meaning given by regulation 3(1) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692);“the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);“deposit-taking body” means—a business which engages in the activity of accepting deposits, or the National Savings Bank;“economic crime” means an act which—constitutes an offence listed in Schedule 11 (“a listed offence”), constitutes an attempt or conspiracy to commit a listed offence, constitutes an offence—under Part 2 of the Serious Crime Act 2007 (England and Wales and Northern Ireland: encouraging or assisting crime) in relation to a listed offence, or under the law of Scotland of inciting the commission of a listed offence, constitutes aiding, abetting, counselling or procuring the commission of a listed offence, or would constitute a listed offence or an offence specified in paragraph (b), (c) or (d) if done in the United Kingdom;“electronic money institution” has the same meaning as in the Electronic Money Regulations 2011 (S.I. 2011/99) (see regulation 2 of those Regulations);“enactment” includes—an enactment contained in subordinate legislation (as defined in section 21 of the Interpretation Act 1978); an enactment contained in, or in an instrument made under, a Measure or Act of Senedd Cymru; an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament; an enactment contained in, or in an instrument made under, Northern Ireland legislation; any retained direct EU legislation;“financial year” means a period of 12 months ending with 31 March;“payment institution” means an authorised payment institution or small payment institution (each as defined in regulation 2 of the Payment Services Regulations 2017 (S.I. 2017/752));“personal data” and “processing” have the same meaning as in the Data Protection Act 2018 (see section 3 of that Act);“regulated sector”: see subsection (2);“the UK GDPR” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act).
Part 1 of Schedule 9 to the Proceeds of Crime Act 2002 has effect for the purpose of determining what is a business in the regulated sector.
The Secretary of State may, by regulations, add an offence to or remove an offence from the list in Schedule 11.
Power to strike out certain claims
The power to make Civil Procedure Rules must be exercised so as to secure that Civil Procedure Rules include provision for ensuring that a claim may be struck out before trial where the court determines—
that the claim is a SLAPP claim (see section 195), and
that the claimant has failed to show that it is more likely than not that the claim would succeed at trial.
Rules made in compliance with subsection (1) may include rules about how a determination under that subsection is to be made, including (in particular)—
rules for determining the nature and extent of the evidence that may or must be considered;
rules about the extent to which evidence may or must be tested;
rules permitting or requiring the court to determine matters of fact by way of presumptions.
Rules made in compliance with subsection (1) must include rules under which the court may make a determination under that subsection of its own motion.
The power to make Civil Procedure Rules must be exercised so as to secure that Civil Procedure Rules include provision for securing that, in respect of a SLAPP claim, a court may not order a defendant to pay the claimant’s costs except where, in the court’s view, misconduct of the defendant in relation to the claim justifies such an order.
The Lord Chancellor may by regulations provide for subsections (1) to (4) to apply in relation to any rules of court that may be specified in the regulations as those subsections apply in relation to Civil Procedure Rules.
In this section—“court” includes a tribunal;“rules of court” means rules relating to the practice and procedure of a court or tribunal.
For the purposes of section 194 a claim is a “SLAPP claim” if—
the claimant’s behaviour in relation to the matters complained of in the claim has, or is intended to have, the effect of restraining the defendant’s exercise of the right to freedom of speech,
any of the information that is or would be disclosed by the exercise of that right has to do with economic crime,
any part of that disclosure is or would be made for a purpose related to the public interest in combating economic crime, and
any of the behaviour of the claimant in relation to the matters complained of in the claim is intended to cause the defendant—beyond that ordinarily encountered in the course of properly conducted litigation.
harassment, alarm or distress,
expense, or
any other harm or inconvenience,
For the purposes of determining whether a claim meets the condition in subsection (1)(a) or (c), any limitation prescribed by law on the exercise of the right to freedom of speech (for example in relation to the making of defamatory statements) is to be ignored.
For the purposes of this section, information mentioned in subsection (1)(b) “has to do with economic crime” if—
it relates to behaviour or circumstances which the defendant reasonably believes (or, as the case requires, believed) to be evidence of the commission of an economic crime, or
the defendant has (or, as the case requires, had) reason to suspect that an economic crime may have occurred and believes (or, as the case requires, believed) that the disclosure of the information would facilitate an investigation into whether such a crime has (or had) occurred.
In determining whether any behaviour of the claimant falls within subsection (1)(d), the court may, in particular, take into account—
whether the behaviour is a disproportionate reaction to the matters complained of in the claim, including whether the costs incurred by the claimant are out of proportion to the remedy sought;
whether the defendant has access to fewer resources with which to defend the claim than another person against whom the claimant could have brought (but did not bring) proceedings in relation to the matters complained of in the claim;
any relevant failure, or anticipated failure, by the claimant to comply with a pre-action protocol, rule of court or practice direction, or to comply with or follow a rule or recommendation of a professional regulatory body.
For the purposes of subsection (4)(c) a failure, or anticipated failure, is “relevant” so far as it relates to—
the choice of jurisdiction,
the use of dilatory strategies,
the nature or amount of material sought on disclosure,
the way to respond to requests for comment or clarification,
the use of correspondence,
making or responding to offers to settle, or
the use of alternative dispute resolution procedures.
In this section—“court” has the same meaning as in section 194;“economic crime” has the meaning given by section 193(1);“the right to freedom of speech” means the right set out in Article 10 of the European Convention on Human Rights (freedom of expression) so far as it consists of a right to impart ideas, opinions or information by means of speech, writing or images (including in electronic form).
In the definition of “the right to freedom of speech” in subsection (6) “the European Convention on Human Rights” means the Convention for the Protection of Human Rights and Fundamental Freedoms agreed by the Council of Europe at Rome on 4 November 1950 as it has effect for the time being in relation to the United Kingdom.
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Failure to prevent fraud
A relevant body which is a large organisation (see sections 201 and 202) is guilty of an offence if, in a financial year of the body (“the year of the fraud offence”), a person who is associated with the body (“the associate”) commits a fraud offence intending to benefit (whether directly or indirectly)—
the relevant body, or
any person to whom, or to whose subsidiary undertaking, the associate provides services on behalf of the relevant body.
A relevant body is also guilty of an offence under subsection (1) if—
an employee of the relevant body commits a fraud offence intending to benefit (whether directly or indirectly) the relevant body,
the fraud offence is committed in a financial year of a parent undertaking of which the relevant body is a subsidiary undertaking (“the year of the fraud offence”), and
the parent undertaking is a relevant body which is a large organisation.
But the relevant body is not guilty of an offence under subsection (1)(b) if the body itself was, or was intended to be, a victim of the fraud offence.
It is a defence for the relevant body to prove that, at the time the fraud offence was committed—
the body had in place such prevention procedures as it was reasonable in all the circumstances to expect the body to have in place, or
it was not reasonable in all the circumstances to expect the body to have any prevention procedures in place.
In subsection (4) “prevention procedures” means procedures designed to prevent persons associated with the body from committing fraud offences.
A “fraud offence” is an act which constitutes—
an offence listed in Schedule 13 (a “listed offence”), or
aiding, abetting, counselling or procuring the commission of a listed offence.
For the purposes of this section a person is associated with a relevant body if—
the person is an employee, agent or subsidiary undertaking of the relevant body, or
the person otherwise performs services for or on behalf of the body.
For the purposes of this section a person is also associated with a relevant body if the person is an employee of a subsidiary undertaking of the relevant body; but for the purpose of determining whether an offence is committed by virtue of this subsection, subsection (1) has effect with the omission of paragraph (b) (and the “or” preceding it).
Whether or not a particular person performs services for or on behalf of a relevant body is to be determined by reference to all the relevant circumstances and not merely by reference to the nature of the relationship between that person and the body.
Where a relevant body is liable to be proceeded against for an offence under subsection (1) in a particular part of the United Kingdom, proceedings against the body for the offence may be taken in any place in the United Kingdom.
Where by virtue of subsection (10) proceedings against a relevant body for an offence are to be taken in Scotland—
the body may be prosecuted, tried and punished in a sheriff court district determined by the Lord Advocate, as if the offence had been committed in that district, and
the offence is, for all purposes incidental to or consequential on the trial or punishment, deemed to have been committed in that district.
A relevant body guilty of an offence under this section is liable—
on conviction on indictment, to a fine;
on summary conviction in England and Wales, to a fine;
on summary conviction in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.
In this section—“relevant body” means a body corporate or a partnership (wherever incorporated or formed);“sheriff court district” is to be read in accordance with the Criminal Procedure (Scotland) Act 1995 (see section 307(1) of that Act).
In this section “financial year”—
in relation to a UK company, has the meaning given by the Companies Act 2006 (see section 390 of that Act);
in relation to a relevant body that is not a UK company means—
any period in respect of which a profit and loss account of the relevant body is required to be made up (by its constitution or by the law under which it is established), whether that period is a year or not, or
if the body is not required by its constitution or the law under which it is established to draw up a profit and loss account, a calendar year.
The Secretary of State may by regulations amend Schedule 13 by—
removing an offence from the list in the Schedule, or
adding an offence to that list.
The power in subsection (1) is exercisable by the Scottish Ministers (and not by the Secretary of State) so far as it may be used to make provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.
The power in subsection (1) is exercisable by the Department of Justice in Northern Ireland (and not by the Secretary of State) so far as it may be used to make provision that—
would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and
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.
An offence added under subsection (1)(b) must be—
an offence of dishonesty,
an offence that is otherwise of a similar character to those listed (on the passing of this Act) in paragraphs 1 to 6 of Schedule 13, or
a relevant money laundering offence.
The Secretary of State may from time to time by regulations restate Schedule 13 as amended by virtue of subsections (1) to (3) (without changing the effect of the Schedule).
For the purposes of section 199(1), where a fraud offence is found to have been committed over a period of 2 or more days, or at some time during a period of 2 or more days, and that period of days straddles the beginning of a financial year of the relevant body in question, the fraud offence must be taken to have been committed on the last of those days.
In this section “relevant money laundering offence” means an offence under any of the following sections of the Proceeds of Crime Act 2002—
section 327 (concealing etc);
section 328 (arrangements);
section 329 (acquisition, use and possession).
The reference in subsection (1) to a relevant body does not include a relevant body which is a parent undertaking (as to which see section 202).
For a period that is a relevant body’s financial year but not in fact a year, the figure for turnover must be proportionately adjusted.
In subsection (1) the “number of employees” means the average number of persons employed by the relevant body in year P, determined as follows—
find for each month in year P the number of persons employed under contracts of service by the relevant body in that month (whether throughout the month or not),
add together the monthly totals, and
divide by the number of months in year P.
In this section—“balance sheet total”, in relation to a relevant body and a financial year—means the aggregate of the amounts shown as assets in its balance sheet at the end of the financial year, or where the body has no balance sheet for the financial year, has a corresponding meaning;“turnover”—in relation to a UK company, has the same meaning as in Part 15 of the Companies Act 2006 (see section 474 of that Act); in relation to any other relevant body, has a corresponding meaning;“year of the fraud offence” is to be interpreted in accordance with section 199(1).
The Secretary of State may (whether or not the power in subsection (6) has been exercised) by regulations—
make any modifications of this section (other than this subsection) that the Secretary of State thinks appropriate in consequence of provision made under paragraph (a).
Before making regulations under subsection (6) or (7) the Secretary of State must consult—
the Scottish Ministers, and
the Department of Justice in Northern Ireland.
Regulations under subsection (6) or (7) may make consequential amendments of section 205.
The aggregate figures are ascertained by aggregating the relevant figures determined in accordance with section 201 for each member of the group.
In relation to the aggregate figures for turnover and balance sheet total, “net” and “gross”—
except where paragraph (b) applies, have the meaning given by subsection (6) of section 466 of the Companies Act 2006;
in the case of accounts that are not of a kind specified in the definition of “net” in that subsection, have a corresponding meaning.
In this section—“balance sheet total” (in relation to a relevant body and a financial year) has the same meaning as in section 201;“group” means a parent undertaking and its subsidiary undertakings;“turnover” (in relation to a UK company or other relevant body) has the same meaning as in section 201;“year of the fraud offence” is to be interpreted in accordance with section 199(1) or (2) (as the case requires).
In this section “balance sheet total” and “turnover”, in relation to a subsidiary undertaking which is not a relevant body, have a meaning corresponding to the meaning given by subsection (4).
Proceedings for an offence under section 199 alleged to have been committed by a partnership must be brought in the name of the partnership (and not in that of any of the partners).
For the purposes of such proceedings—
rules of court relating to the service of documents have effect as if the partnership were a body corporate, and
the following provisions apply as they apply in relation to a body corporate—
section 33 of the Criminal Justice Act 1925 and Schedule 3 to the Magistrates’ Courts Act 1980;
section 18 of the Criminal Justice Act (Northern Ireland) 1945 (c. 15 (N.I.)) and Schedule 4 to the Magistrates’ Courts (Northern Ireland) Order 1981 (S.I. 1981/1675 (N.I. 26));
A fine imposed on the partnership on its conviction for an offence under section 199 is to be paid out of the partnership assets.
The Secretary of State must issue guidance about procedures that relevant bodies can put in place to prevent persons associated with them from committing fraud offences as mentioned in section 199(1).
The Secretary of State may from time to time revise the whole or any part of the guidance issued under this section.
The Secretary of State must publish—
any guidance issued under this section;
any revision of that guidance.
Before issuing or revising guidance under this section the Secretary of State must consult—
the Scottish Ministers, and
the Department of Justice in Northern Ireland.
The requirement to consult those persons may be satisfied by consultation carried out before this section comes into force.
References to a person “associated with” a relevant body are to be interpreted in accordance with section 199(7).
“Financial year” has the meaning given by section 199(14).
“Fraud offence” has the meaning given by section 199(6).
“Modify” includes amend or repeal (and references to modifications are to be interpreted accordingly).
“Parent undertaking” has the same meaning as in the Companies Acts (see section 1162 of the Companies Act 2006).
“Partnership” means—
a partnership within the meaning of the Partnership Act 1890;
a limited partnership registered under the Limited Partnerships Act 1907;
a firm or other entity of a similar character to one within paragraph (a) or (b) formed under the law of a country or territory outside the United Kingdom.
“Relevant body” has the meaning given by section 199(13).
“Subsidiary undertaking” has the same meaning as in the Companies Acts (see section 1162 of the Companies Act 2006).
“UK company” means a company formed and registered under the Companies Act 2006.
In section 61(1) of the Serious Organised Crime and Police Act 2005 (offences to which certain investigatory powers apply), at the end insert—
In Schedule 1 to the Serious Crime Act 2007 (offences which are serious offences for purposes of serious crime prevention orders)—
in Part 1 (serious offences in England and Wales), in paragraph 7, after sub-paragraph (2) insert—;
in Part 1A (serious offences in Scotland), in paragraph 16J, after sub-paragraph (1) insert—;
in Part 2 (serious offences in Northern Ireland), in paragraph 23, after sub-paragraph (2) insert—
In Part 2 of Schedule 17 to the Crime and Courts Act 2013 (offences in relation to which a deferred prosecution agreement may be entered into), after paragraph 27A insert—
Regulatory and investigatory powers
In section 44D of the Solicitors Act 1974 (disciplinary powers of Law Society), after subsection (2) insert—
In paragraph 14B of Schedule 2 to the Administration of Justice Act 1985 (disciplinary powers of Law Society), after sub-paragraph (2) insert—
The amendments made by this section do not apply in relation to any act or omission occurring before the day on which this section comes into force.
Section 53 of the Solicitors (Scotland) Act 1980 (powers of tribunal) is amended as follows.
In subsection (1)—
in paragraph (b)—
after “dishonesty” insert “(other than a conviction for an economic crime offence)”;
after “or has” insert “(other than in relation to a conviction for an economic crime offence)”;
after paragraph (b) insert—;
in paragraph (c), after “offence” insert “(other than a conviction for an economic crime offence)”;
after paragraph (c) insert—.
In subsection (2), after paragraph (c), insert—
After subsection (2) insert—
In subsection (3ZA)—
in paragraph (a), after “dishonesty” insert “(not being an economic crime offence)”;
in paragraph (b), at the end insert “, (1)(ba) or (1)(ca)”;
after paragraph (b), insert—
In subsection (3A)—
in paragraph (a), for “(1)(a) or (b)” substitute “(1)(a), (b) or (ba)”;
in paragraph (b), for “(1)(c) or (d)” substitute “(1)(c), (ca) or (d)”.
After subsection (9) insert—
The amendments made by this section do not apply in relation to any act or omission occurring before the day on which this section comes into force.
Section 1 of the Legal Services Act 2007 (regulatory objectives) is amended as follows.
In subsection (1), after paragraph (h) insert—
After subsection (4) insert—.
The Legal Services Act 2007 is amended as follows.
After section 111 insert—
In section 206 (parliamentary control of orders and regulations), in subsection (4), after paragraph (n) insert—.
In section 2A of the Criminal Justice Act 1987 (Director’s pre-investigation powers in relation to bribery and corruption: foreign officers etc), omit the following—
in the heading, the words from “in relation to” to the end;
in subsection (1), the words from “in a case” to the end;
subsection (5).
In Schedule 1 to the Bribery Act 2010 (consequential amendments), omit paragraph 2 and the preceding italic heading.
Reports on payments to governments
For regulation 16 of the Reports on Payments to Governments Regulations 2014 (S.I. 2014/3209) substitute—
Reports on implementation
The Secretary of State must—
prepare reports on the implementation and operation of Parts 1 to 3, and
lay a copy of each report before Parliament.
The first report must be laid within the period of 6 months beginning with the day on which this Act is passed.
Each subsequent report must be laid within the period of 12 months beginning with the day on which the previous report was laid.
But the duty to prepare and lay reports under subsection (1) ceases with the laying of the first report on or after 1 January 2030.
Sanctions enforcement: monetary penalties
In section 143 of the Policing and Crime Act 2017 (interpretation), in subsection (4) (meaning of “financial sanctions legislation”), in paragraph (f)—
the words from “contains” to the end become sub-paragraph (i);
at the end of that sub-paragraph insert—
The Sanctions and Anti-Money Laundering Act 2018 is amended as follows.
In section 17 (enforcement), in subsection (9), in paragraph (a), after “(2)” insert “or makes supplemental provision in connection with any such prohibition or requirement”.
After section 17 insert—
Report on costs orders for proceedings for civil recovery
The Secretary of State must assess whether it would be appropriate to restrict the court’s power to order that the costs of proceedings under Chapter 2 of Part 5 of the Proceeds of Crime Act 2002 are payable by an enforcement authority and, if so, how.
In carrying out the assessment, the Secretary of State must consult such persons as the Secretary of State considers appropriate.
The Secretary of State must publish and lay before Parliament a report on the outcome of the assessment by the end of the period of 12 months beginning with the day on which this Act is passed.
In this section “the court” means the High Court in England and Wales.
General
The Secretary of State may by regulations make provision that is consequential on this Act.
Regulations under this section may amend, repeal or revoke provision made by or under primary legislation passed—
before this Act, or
later in the same session of Parliament as this Act.
In this section “primary legislation” means—
an Act,
an Act or Measure of Senedd Cymru,
an Act of the Scottish Parliament, or
Northern Ireland legislation.
A power to make regulations under any provision of this Act includes power to make—
consequential, supplementary, incidental, transitional or saving provision;
different provision for different purposes.
Regulations made by the Secretary of State or the Lord Chancellor under this Act are to be made by statutory instrument.
For regulations made under this Act by the Scottish Ministers, see section 27 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10) (Scottish statutory instruments).
Any power of the Department of Justice in Northern Ireland to make regulations under this Act is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).
A statutory instrument containing any of the following (whether alone or with other provision) may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament—
regulations under section 37;
regulations under section 39;
regulations under section 153, unless they are regulations under that section that only make provision that corresponds or is similar to provision made or capable of being made by a statutory instrument that is itself subject to annulment in pursuance of a resolution of either House of Parliament;
regulations under section 178;
regulations under section 193;
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
regulations made by the Secretary of State under section 200(1);
regulations under section 216 that amend or repeal provision made by an Act.
Any other statutory instrument containing regulations under this Act is subject to annulment in pursuance of a resolution of either House of Parliament.
But subsection (6) does not apply to a statutory instrument that only contains regulations appointing the appointed day for the purposes of section 50.
Regulations made by the Scottish Ministers under section ... 200(1) are subject to the affirmative procedure (see section 29 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10)).
Regulations made by the Department of Justice in Northern Ireland under section ... 200(1) may not be made unless a draft of the regulations has been laid before, and approved by a resolution of, the Northern Ireland Assembly.
This Act extends to England and Wales, Scotland and Northern Ireland, subject to subsections (2) and (3).
An amendment, repeal or revocation made by this Act has the same extent as the provision amended, repealed or revoked.
Except as provided by subsections (2) to (5), this Act comes into force on such day as the Secretary of State or the Lord Chancellor may by regulations made by statutory instrument appoint.
The following come into force on the day on which this Act is passed—
this Part;
any provision of, or amendment made by, Parts 1 to 5 so far as it confers a power to make regulations or relates to the exercise of the power;
paragraph 1 of Schedule 9 so far as it inserts section 303Z25 into the Proceeds of Crime Act 2002;
paragraph 17 of Schedule 9 so far as it relates to that section;
section 180 so far as it relates to the provisions mentioned in paragraphs (c) and (d);
section 182;
section 184;
The following come into force at the end of the period of 2 months beginning with the day on which this Act is passed—
section 197;
section 198;
section 213.
The following come into force (so far as not brought into force by subsection (2)(b)) on such day as the Scottish Ministers may by regulations appoint after consulting the Secretary of State—
Part 2 of Schedule 8, and
section 179 so far as it relates to that Part.
The following come into force (so far as not brought into force by subsection (2)(b)) on such day as the Department of Justice in Northern Ireland may by order appoint after consulting the Secretary of State—
Part 3 of Schedule 8, and
section 179 so far as it relates to that Part.
No regulations may be made under subsection (1) bringing into force any of the following provisions, so far as they extend to Scotland, unless the Secretary of State has consulted the Scottish Ministers—
Schedule 9, and
section 180 so far as it relates to that Schedule.
No regulations may be made under subsection (1) bringing into force any of the following provisions, so far as they extend to Northern Ireland, unless the Secretary of State has consulted the Department of Justice in Northern Ireland—
Schedule 9, other than paragraphs 6(7), 10 and 11, and
section 180 so far as it relates to that Schedule, other than paragraphs 6(7), 10 and 11.
Regulations under subsection (1) or (4), and orders subsection (5), may appoint different days for—
different purposes, and
where regulations under subsection (1) appoint a day for the coming into force of any provision of Schedule 9 or 10, different areas.
A power of the Department of Justice in Northern Ireland to make an order under subsection (5) is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).
The Scottish Ministers may by regulations make transitional or saving provision in connection with the coming into force of a provision mentioned in section 219(4).
The Department of Justice in Northern Ireland may by order make transitional or saving provision in connection with the coming into force of a provision mentioned in section 219(5).
The power to make regulations under subsection (1) or (2), and the power to make orders under subsection (3), includes power to make different provision for—
different purposes, and
where regulations under subsection (1) make provision in connection with the coming into force of any provision of Schedule 9 or 10, different areas.
Transitional provision and savings made under subsections (1) to (3) are additional, and without prejudice, to those made by or under any other provision of this Act.
A power of the Department of Justice in Northern Ireland to make an order under subsection (3) is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).
This Act may be cited as the Economic Crime and Corporate Transparency Act 2023.
Register of members: consequential amendments
The Companies Act 2006 is amended as follows.
In section 112 (the members of a company), omit subsection (3).
Section 127 (register to be evidence) is amended as follows.
The existing text becomes subsection (1).
In that subsection “for section 128H” substitute “subsection (2)”.
After that subsection insert—
In section 129 (overseas branch registers), omit subsection (6).
In section 286 (votes of joint holders of shares), in subsection (2), omit the words from “(or” to “section 1080)”.
In section 311 (contents of notices of meetings), in subsection (3)(b)(i), omit the words from “(or” to “section 1080)”.
In section 360B (traded companies: requirements for participating in and voting at general meetings), omit subsection (5).
In section 554 (registration of allotment), omit subsection (2A).
In section 558 (when shares are allotted), omit the words from “(or” to “registrar)”.
In section 588 (liability of subsequent holders of shares), in subsection (3)(a), omit the words from “(or” to “registrar)”.
In section 605 (liability of subsequent holders of shares), in subsection (4)(a), omit the words from “(or” to “registrar)”.
In section 616 (interpretation of Chapter 7), in subsection (3), omit the words from “(or” to “registrar)”.
In section 655 (shares no bar to damages against company), omit the words from “(or” to “registrar)”.
In section 724 (Treasury shares), in subsection (4), omit the words from “(or” to “Part 8)”.
In section 770 (registration of transfer), omit subsection (3).
In section 771 (procedure on transfer being lodged), omit subsection (2A).
In section 772 (transfer of shares on application of transferor)—
omit the words from “(or” to “Part 8)”;
omit “(or delivery)”.
In section 786 (provision enabling or requiring arrangements to be adopted), in subsection (3)(a), omit the words from “(or” to “Part 8)”.
In section 853B (duties to notify a relevant event), omit paragraph (b).
In section 853F (duty to deliver shareholder information: non-traded companies), in subsection (1), omit paragraph (b) and the “and” before it.
In section 1028A (administrative restoration of company with share warrants), in subsection (7), omit paragraph (b) and the “or” before it.
In section 1032A (restoration by court of company with share warrants), in subsection (8), omit paragraph (b) and the “or” before it.
Section 1081 (annotation of the register) is amended as follows.
Omit subsection (1A).
In subsection (6), omit “or (1A)”.
In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), omit the entry for section 128D (historic register of members).
In Schedule 5 (communications by a company), in paragraph 16, omit sub-paragraph (3A).
Abolition of certain local registers
Register of directors
The Companies Act 2006 is amended as follows.
Omit—
sections 161A to 167F (register of directors etc);
the italic heading before section 161A.
Before section 168 (and before the italic heading before that section) insert—
The provision that may be made under section 220(1) in connection with the coming into force of this paragraph includes—
provision requiring a company to deliver to the registrar, at the same time as a confirmation statement, a statement, in respect of any individual who became a director of the company (otherwise than on its incorporation) before the coming into force of this paragraph, confirming that the individual’s identity is verified (within the meaning of section 1110A of the Companies Act 2006), and
provision for section 853A(1)(b)(i) of the Companies Act 2006 (as substituted by section 59 of this Act) to have effect as if it included a reference to the duty imposed by virtue of paragraph (a).
Register of secretaries
The Companies Act 2006 is amended as follows.
Omit sections 274A to 279F (register of secretaries etc) (including the italic heading before section 279A).
Before section 280 insert—.
Register of people with significant control
The Companies Act 2006 is amended as follows.
In section 790A (overview of Part)—
in paragraph (b), for “keep the register required by Chapter 3” substitute “notify the registrar of the information in accordance with Chapter 2A”;
for paragraphs (c) and (d) substitute—.
In section 790C (key terms), omit subsection (10).
After section 790C insert—
For sections 790D and 790E substitute—
In section 790F (failure by company to comply with information duties), for subsection (1) substitute—
For sections 790G and 790H substitute—
In section 790I (enforcement of disclosure requirements), for the words from “a notice” to the end substitute
After section 790I insert—
In section 790J (power to make exemptions)—
in subsection (2)(a), for “790D(2) or 790E” substitute “790D, 790E or 790EA”;
in subsection (2)(c), for “790D(5)” substitute “790DA”;
in subsection (2)(d), for “and 790H” substitute “, 790H and 790HA”;
in subsection (2)(e) for “section 790M” substitute “any of sections 12A, 790LA, 790LC, 790LD, 790LE, 790LF, 790LG, 790LH”.”
Section 790K (required particulars) is amended as follows.
In subsection (1), omit paragraph (i) and the “and” before it.
In subsection (2), after paragraph (b) insert—.
In subsection (3)—
in paragraph (b), omit “registered or”;
after paragraph (b) insert—.
For subsection (4) substitute—
In section 790L (required particulars: power to amend), for subsection (1) substitute—
After section 790L insert—
Omit Chapters 3 and 4 of Part 21A (company registers of people with significant control etc).
Schedule 1B (enforcement of disclosure requirements in relation to persons with significant control) is amended as follows.
In each of the following provisions, for “or 790E” substitute “, 790DA, 790E or 790EA”—
paragraph 1(1)(a) and (3)(a);
paragraph 8(3)(a);
paragraph 11(a) and (b);
paragraph 12(2)(b).
For paragraphs 13 and 14 substitute—
Consequential amendments
The Companies Act 2006 is amended as follows.
Section 12 (statement of proposed officers) is amended as follows.
In subsection (1), for “particulars of” substitute “information about”.
For subsection (2) substitute—
In section 12A (statement of initial significant control), for subsection (1) substitute—
Section 95 (statement of proposed secretary) is amended as follows.
In subsection (1), for “particulars of” substitute “information about”.
For subsection (2) substitute—
Section 156 (direction requiring company to make appointment of director) is amended as follows.
In subsections (4)(b) and (5), for “section 167” substitute “section 167G”.
After subsection (5) insert—
In section 156B (power to provide for exceptions from requirement that each director to be a natural person), omit subsection (5).
In section 156C (existing director who is not a natural person), for subsections (3) to (5) substitute—
In section 853B (duties to notify a relevant event)—
for paragraph (c) substitute—;
omit paragraph (d);
for paragraph (e) substitute—;
omit paragraphs (f) and (fa);
for paragraph (g) substitute—.
In section 1079B (duty to notify directors), in subsections (1)(b) and (2)(b), for “section 167 or 167D” substitute “section 167G”.
In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), omit—.
In paragraph 4 of Schedule 5 (communications by a company)—
in sub-paragraph (1)(d), for “the company’s register of directors” substitute “the register”;
omit sub-paragraph (1A).
In Schedule 8 (index of defined expressions), omit the entries relating to—“the central register”;“PSC register”;“register of directors”;“register of directors’ residential addresses”;“register of secretaries”.
Disclosure of information: consequential amendments
The Companies Act 2006 is amended as follows.
In section 242 (protected information: restriction on disclosure by registrar), in subsection (3)—
omit the “or” at the end of paragraph (a);
at the end of paragraph (b) insert
Section 243 (permitted disclosure by the registrar) is amended as follows.
For subsection (2) substitute—
In subsection (7), omit—
the definition of “public authority”;
the “and” before that definition.
The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.
In section 40 (sharing of information by HMRC), in subsection (1), omit “or the registrar”.
In section 44 (interpretation), in subsection (1), at the end of the definition of “document”, insert “and references to delivering a document are to be read in accordance with section 1114(1)(b) of the Companies Act 2006”.
Required information
After section 38 of the Limited Partnerships Act 1907 (inserted by section 151 of this Act) insert the following as a Schedule to that Act—
Limited partnerships: consequential amendments
The Limited Partnerships Act 1907 is amended as follows.
Before section 1 (short title) insert—.
Before section 4 (definition and constitution of limited partnership) insert—.
Before section 6 (modifications of general law in case of limited partnerships) insert—.
Before section 8 (duty to register and designate) insert—.
Before section 15 (the registrar) insert—.
Duty to deliver information about changes in beneficiaries
The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.
Section 7 (updating duty) is amended as follows.
In subsection (1)(a) and (b), for “statement and information mentioned” substitute “statements and information mentioned”.
In subsection (3)—
omit the “and” at the end of paragraph (a);
at the end of paragraph (b) insert
In subsection (4)—
omit the “and” at the end of paragraph (a);
at the end of paragraph (b) insert
After subsection (4) insert—
For subsections (6) and (7) substitute—
Section 9 (application for removal) is amended as follows.
In subsection (1)(b) and (c), for “statement and information mentioned” substitute “statements and information mentioned”.
In subsection (3)—
omit the “and” at the end of paragraph (a);
at the end of paragraph (b) insert
In subsection (4)—
omit the “and” at the end of paragraph (a);
at the end of paragraph (b) insert
After subsection (4) insert—
In subsection (6), for “subsection (2)” substitute “this section”.
For subsections (7) and (8) substitute—
For section 12 substitute—
In section 13, at the end insert—
After section 17 insert—
In section 43 (transitional information), after subsection (1) insert—
In section 44 (interpretation), omit subsection (2).
Overseas entities: further information for transitional cases
The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.
In section 16 (verification of registrable beneficial owners and managing officers), in subsection (1), after paragraph (c) insert—
After section 43 insert—
After Schedule 5 insert—
Cryptoassets: confiscation orders
England and Wales
Part 2 of the Proceeds of Crime Act 2002 (confiscation: England and Wales) is amended as follows.
In section 47B (conditions for exercise of seizure powers)—
in subsection (2), omit paragraph (b);
in subsection (3), omit paragraph (b).
Section 47C (power to seize property) is amended as follows.
In subsection (2), after “not” insert “under subsection (1)”.
After subsection (5) insert—
In section 47R (release of property), in subsection (3)(b), at the end insert “or (5A)”.
In section 47K (further detention pending making of restraint order), after subsection (4) insert—
In section 47L (further detention pending variation of restraint order), after subsection (3) insert—
Section 47M (further detention in other cases) is amended as follows.
In subsection (2)(b), omit “(within the meaning of section 47C(4))”.
After subsection (2) insert—
In subsection (6), after “section” insert.
In section 47R (release of property), after subsection (5) insert—
In section 10A (determination of extent of defendant’s interest in property), in subsection (3)(a), after “realisation” insert “or destruction”.
Section 51 (powers of enforcement receiver) is amended as follows.
In subsection (2), at the end insert—
In subsection (8)(a), for “or (c)” substitute “, (c) or (e)”.
After subsection (9) insert—
Section 67 (seized money) is amended as follows.
In subsection (1)(b), for “bank or a building society” substitute “relevant financial institution”.
In subsection (5A)—
for “a bank or building society” substitute “a relevant financial institution”;
for “the bank or building society” substitute “the relevant financial institution”.
In subsection (6), for “bank or building society” substitute “relevant financial institution”.
In subsection (7A), for “bank or building society” substitute “relevant financial institution”.
In subsection (8)—
in paragraph (a) of the definition of “appropriate person”, for the words from “a bank” to the end substitute “a relevant financial institution, the relevant financial institution”;
at the appropriate places insert—;;.
For the heading substitute “Money”.
After section 67 insert—
After section 67A insert—
Section 67C (sections 67A and 67B: appeals) is amended as follows.
In subsection (1), for “67A” substitute “67ZA(3), 67A(3) or 67AA(2)”.
In subsection (2), for “67A” substitute “67ZA(3), 67A(3) or 67AA(2)”.
In subsection (3), for “67A(2)(a)” substitute “67ZA(2)(a), 67A(3)(a) or 67AA(2)(a) (as applicable)”.
In the heading, for “67A and” substitute “67ZA to”.
In section 67D (proceeds of realisation), in subsection (1)(b), after “section” insert “67ZA or”.
For the italic heading before section 67, substitute “Enforcement: money, cryptoassets and personal property”.
In section 69 (powers of court and receiver etc), after subsection (2) insert—
After section 84 insert—
Scotland
Part 3 of the Proceeds of Crime Act 2002 (confiscation: Scotland) is amended as follows.
In section 127B (conditions for exercise of seizure powers)—
in subsection (2), omit paragraph (b);
in subsection (3), omit paragraph (b).
Section 127C (power to seize property) is amended as follows.
In subsection (2), after “not” insert “under subsection (1)”.
After subsection (5) insert—
In section 127Q (release of property), in subsection (3)(b), at the end insert “or (5A)”.
In section 127K (further detention pending making of restraint order), after subsection (4) insert—
In section 127L (further detention pending variation of restraint order), after subsection (3) insert—
Section 127M (further detention in other cases) is amended as follows.
In subsection (2)(b), omit “(within the meaning of section 127C(4))”.
After subsection (2) insert—
In subsection (6), after “section” insert.
In section 127Q (release of property), after subsection (5) insert—
Section 128 (enforcement administrators) is amended as follows.
In subsection (6), at the end insert—
In subsection (11)(a), for “or (c)” substitute “, (c) or (d)”.
After subsection (13) insert—
Section 131ZA (seized money) is amended as follows.
In subsection (1)(b), for “bank or building society” substitute “relevant financial institution”.
In subsection (7), for “bank or building society” substitute “relevant financial institution”.
In subsection (9)—
in paragraph (a) of the definition of “appropriate person”, for the words from “a bank” to the end substitute “a relevant financial institution, the relevant financial institution”;
at the appropriate places insert—;;.
For the heading substitute “Money”.
After section 131ZA insert—
After section 131A insert—
Section 131C (sections 131A and 131B: appeals) is amended as follows.
In subsection (1), for “131A” substitute “131A(3)”.
After subsection (1) insert—
In subsection (2), for “131A” substitute “131ZB(3), 131A(3) or 131AA(2)”.
In subsection (3), for “131A(2)(a)” substitute “131ZB(2)(a), 131A(2)(a) or 131AA(2)(a) (as applicable)”.
In the heading, for “131A and” substitute “131ZB to”.
In section 131D (proceeds of realisation), in subsection (1)(b), after “section” insert “131ZB or”.
For the italic heading before section 131ZA, substitute “Enforcement: money, cryptoassets and personal property”.
Omit the italic heading before section 131A.
In section 132 (powers of court and administrator etc), after subsection (2) insert—
After section 150 insert—
Northern Ireland
Part 4 of the Proceeds of Crime Act 2002 (confiscation: Northern Ireland) is amended as follows.
In section 195B (conditions for exercise of seizure powers)—
in subsection (2), omit paragraph (b);
in subsection (3), omit paragraph (b).
Section 195C (power to seize property) is amended as follows.
In subsection (2), after “not” insert “under subsection (1)”.
After subsection (5) insert—
In section 195R (release of property), in subsection (3)(b), at the end insert “or (5A)”.
In section 195K (further detention pending making of restraint order), after subsection (4) insert—
In section 195L (further detention pending variation of restraint order), after subsection (3) insert—
Section 195M (further detention in other cases) is amended as follows.
In subsection (2)(b), omit “(within the meaning of section 195C(4))”.
After subsection (2) insert—
In subsection (6), after “section” insert.
In section 195R (release of property), after subsection (5) insert—
In section 160A (determination of extent of defendant’s interest in property), in subsection (3)(a), after “realisation” insert “or destruction”.
Section 199 (powers of enforcement receiver) is amended as follows.
In subsection (2), at the end insert—
In subsection (8)(a), for “or (c)” substitute “, (c) or (e)”.
After subsection (9) insert—
Section 215 (seized money) is amended as follows.
In subsection (1)(b), for “bank or a building society” substitute “relevant financial institution”.
In subsection (5A)—
for “a bank or building society” substitute “a relevant financial institution”;
for “the bank or building society” substitute “the relevant financial institution”.
In subsection (6), for “bank or building society” substitute “relevant financial institution”.
In subsection (7A), for “bank or building society” substitute “relevant financial institution”.
In subsection (8)—
in paragraph (a) of the definition of “appropriate person”, for the words from “a bank” to the end substitute “a relevant financial institution, the relevant financial institution”;
at the appropriate places insert—;;.
For the heading substitute “Money”.
After section 215 insert—
After section 215A insert—
Section 215C (sections 215A and 215B: appeals) is amended as follows.
In subsection (1), for “215A” substitute “215ZA(3), 215A(3) or 215AA(2)”.
In subsection (2), for “215A” substitute “215ZA(3), 215A(3) or 215AA(2)”.
In subsection (3), for “215A(2)(a)” substitute “215ZA(2)(a), 215A(2)(a) or 215AA(2)(a) (as applicable)”.
In the heading, for “215A and” substitute “215ZA to”.
In section 215D (proceeds of realisation), in subsection (1)(b), after “section” insert “215ZA or”.
For the italic heading before section 215, substitute “Enforcement: money, cryptoassets and personal property”.
In section 217 (powers of court and receiver etc), after subsection (2) insert—
After section 232 insert—
Regulations
Section 459 of the Proceeds of Crime Act 2002 is amended as follows.
In subsection (4), after paragraph (a) insert—.
After subsection (6ZA) insert—
Cryptoassets: civil recovery
Amendments of Part 5 of the Proceeds of Crime Act 2002
In Part 5 of the Proceeds of Crime Act 2002 (civil recovery of the proceeds etc of unlawful conduct), after section 303Z19 insert—
Consequential and other amendments
In section 2C(3A) of the Proceeds of Crime Act 2002 (prosecuting authorities), for “or 303Z19” substitute “, 303Z19, 303Z53 or 303Z65”.
Part 2 of the Proceeds of Crime Act 2002 (confiscation: England and Wales) is amended as follows.
In section 7 (recoverable amount)—
in subsection (4)(c), for “or 303Z14(4)” substitute “, 303Z14(4), 303Z41(4), 303Z45(3) or 303Z60(4)”;
in subsection (4)(d), after “303Q(1)” insert “or 303Z44(1)”.
In section 82 (free property)—
in subsection (2)—
in paragraph (ea), for “or 10Z2(3)” substitute “, 10Z2(3), 10Z7AG(1), 10Z7BB(2), 10Z7CA(3), 10Z7CE(3) or 10Z7DG(3)”;
in paragraph (f), for “or 303Z14(4)” substitute “, 303Z14(4), 303Z32(1), 303Z37(2), 303Z41(4), 303Z45(3) or 303Z60(4)”;
in subsection (3)—
after paragraph (b) insert—;
in paragraph (c), after “303Q(1)” insert “or 303Z44(1)”;
after paragraph (e) insert—;
in paragraph (f), after “10I(1)” insert “or 10Z7CD(1)”.
Part 3 of the Proceeds of Crime Act 2002 (confiscation: Scotland) is amended as follows.
In section 93 (recoverable amount)—
in subsection (4)(c), for “or 303Z14(4)” substitute “, 303Z14(4), 303Z41(4), 303Z45(3) or 303Z60(4)”;
in subsection (4)(d), after “303Q(1)” insert “or 303Z44(1)”.
In section 148 (free property)—
in subsection (2)—
in paragraph (ea), for “or 10Z2(3)” substitute “, 10Z2(3), 10Z7AG(1), 10Z7BB(2), 10Z7CA(3), 10Z7CE(3) or 10Z7DG(3)”;
in paragraph (f), for “or 303Z14(4)” substitute “, 303Z14(4), 303Z32(1), 303Z37(2), 303Z41(4), 303Z45(3) or 303Z60(4)”;
in subsection (3)—
after paragraph (b) insert—;
in paragraph (c), after “303Q(1)” insert “or 303Z44(1)”;
after paragraph (e) insert—;
in paragraph (f), after “10I(1)” insert “or 10Z7CD(1)”.
Part 4 of the Proceeds of Crime Act 2002 (confiscation: Northern Ireland) is amended as follows.
In section 157 (recoverable amount)—
in subsection (4)(c), for “or 303Z14(4)” substitute “, 303Z14(4), 303Z41(4), 303Z45(3) or 303Z60(4)”;
in subsection (4)(d), after “303Q(1)” insert “or 303Z44(1)”.
In section 230 (free property)—
in subsection (2)—
in paragraph (ea), for “or 10Z2(3)” substitute “, 10Z2(3), 10Z7AG(1), 10Z7BB(2), 10Z7CA(3), 10Z7CE(3) or 10Z7DG(3)”;
in paragraph (f), for “or 303Z14(4)” substitute “, 303Z14(4), 303Z32(1), 303Z37(2), 303Z41(4), 303Z45(3) or 303Z60(4)”;
in subsection (3)—
after paragraph (b) insert—;
in paragraph (c), after “303Q(1)” insert “or 303Z44(1)”;
after paragraph (e) insert—;
in paragraph (f), after “10I(1)” insert “or 10Z7CD(1)”.
Part 5 of the Proceeds of Crime Act 2002 (civil recovery of the proceeds etc of unlawful conduct) is amended as follows.
In section 278 (limit on recovery)—
in subsection (7)(a), for “or 303Z14” substitute “, 303Z14, 303Z41, 303Z45 or 303Z60”;
after subsection (7A) insert—
In section 290 (prior approval - cash), in subsection (6A)—
after “section 303J” insert “, 303Z26 or 303Z29”;
after “section 303K(5)” insert “, 303Z27(3) or (as the case may be) 303Z31(3)”.
In section 303E (prior approval - listed assets), in subsection (7)—
after “section 294” insert “or property by virtue of section 303Z26 or 303Z29”;
after “cash”, in the second place it occurs, insert “or property”;
after “section 295(1B)” insert “, 303Z27(3) or (as the case may be) 303Z31(3)”.
Before section 303Z18 (but after the italic heading “Supplementary”) insert—
After section 311 insert—
In section 312(2) (performance of functions by Scottish Ministers)—
in paragraph (c), for “271(3) and (4)” substitute “271”, and
after paragraph (p) insert—
In section 316(1) (general interpretation)—
in the definition of “the court”, for “and 3B” substitute “, 3B, 3C, 3D, 3E and 3F”;
at the appropriate places insert—;;.
Part 8 of the Proceeds of Crime Act 2002 (investigations) is amended as follows.
In section 341 (investigations), after subsection (3C) insert—
In section 342 (offences of prejudicing investigation), in subsection (1) after “frozen funds investigation” insert “, a cryptoasset investigation”.
In section 343 (judges), in subsection (2) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 344 (courts), in paragraph (a) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 345 (production orders), in subsection (2)(b) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 346 (requirements for making of production order), in subsection (2), after paragraph (bf) insert—
In section 350 (Government departments), in subsection (5)(a) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 352 (search and seizure warrants), in subsection (2)(b) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 353 (requirements where production order not available), in subsection (2), after paragraph (bf) insert—
Section 355 (further provisions) is amended as follows—
in the heading, for “and frozen funds” substitute “, frozen funds and cryptoasset”;
in subsection (1)(a), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 357 (disclosure orders), in subsection (2) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 363 (customer information orders), in subsection (1A) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 370 (account monitoring orders), in subsection (1A) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
Section 375A (evidence overseas) is amended as follows—
in subsection (1), after “frozen funds investigation” insert “, a cryptoasset investigation”;
in subsection (5), after paragraph (bb) insert—.
In section 375B (evidence overseas: restrictions on use), in subsection (3), after paragraph (bb) insert—.
In section 378 (officers), after subsection (3F) insert—
In section 380 (production orders)—
in subsection (2), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”;
in subsection (3)(b), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 381 (requirements for making of production order), in subsection (2), after paragraph (bf) insert—
In section 385 (Government departments), in subsection (4)(b) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 386 (production orders: supplementary), in subsection (3)(b), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 387 (search warrants), in subsection (3)(b) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 388 (requirements where production order not available), in subsection (2), after paragraph (bf) insert—
Section 390 (further provisions) is amended as follows—
in the heading, for “and money laundering” substitute “, money laundering and cryptoasset”;
in subsection (1), for “or money laundering investigations” substitute “, money laundering investigations or cryptoasset investigations”;
in subsections (5), (6) and (7), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 391 (disclosure orders), in subsection (2) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 397 (customer information orders), in subsection (1A) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 404 (account monitoring orders), in subsection (1A) for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
Section 408A (evidence overseas) is amended as follows—
in subsection (1), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”;
in subsection (5), after paragraph (d) insert—.
In section 408B (evidence overseas: restrictions on use) in subsection (3), after paragraph (d) insert—.
In section 412 (interpretation)—
in the definition of “appropriate person”, in paragraph (b), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”;
in the definition of “proper person”, in paragraph (b), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 416 (other interpretative provisions), in subsection (1), after the entry for “confiscation investigation” insert—.
In section 438 of the Proceeds of Crime Act 2002 (disclosure of information by certain authorities), in subsection (1)(f), for “or 3B” substitute “, 3B, 3C, 3D, 3E or 3F”.
In section 441 of the Proceeds of Crime Act 2002 (disclosure of information by Lord Advocate and by Scottish Ministers)—
in subsection (1), for “or 3A” substitute “, 3A, 3C or 3F”;
in subsection (2)(g), for “or 3B” substitute “, 3B, 3C, 3D, 3E or 3F”.
In section 450 of the Proceeds of Crime Act 2002 (pseudonyms: Scotland), in subsection (1)(a), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In section 453A of the Proceeds of Crime Act 2002 (certain offences in relation to financial investigators), in subsection (5), at the end of paragraph (dc) (before the “or”) insert—.
In section 453B of the Proceeds of Crime Act 2002 (certain offences in relation to SFO officers), in subsection (5), after paragraph (g) insert—.
In section 453C of the Proceeds of Crime Act 2002 (obstruction offence in relation to immigration officers), in subsection (3), after paragraph (g) insert—.
Section 459 of the Proceeds of Crime Act 2002 (orders and regulations) is amended as follows.
In subsection (4)(aza) (exceptions to negative procedure), for “or 303Z18(10)” substitute “, 303Z18(10), 303Z20(2), 303Z35(4), 303Z42(7), 303Z52(10) or 303Z64(10)”.
In subsection (6ZB) (application of affirmative procedure), for “or 303Z18(10)” substitute “, 303Z18(10), 303Z20(2), 303Z35(4), 303Z42(7), 303Z52(10) or 303Z64(10)”.
In subsection (6A) (hybrid instruments), for “or 303Z18(10)” substitute “, 303Z18(10), 303Z52(10) or 303Z64(10)”.
Section 18 of the Civil Jurisdiction and Judgments Act 1982 (enforcement of UK judgments in other parts of UK) is amended as follows.
In subsection (2)(g), for “or a frozen funds investigation” substitute “, a frozen funds investigation or a cryptoasset investigation”.
In subsection (4ZB)—
after paragraph (b) insert—;
after paragraph (d) insert—
In subsection (5)(d)(i)—
after “(a)” insert “, (ba)”;
for “or (c)” substitute “, (c) or (da)”.
Section 24 of the UK Borders Act 2007 (exercise of civil recovery powers by immigration officers) is amended as follows.
In subsection (1), for “3B” substitute “3F”.
In subsection (2)(a), for “Chapter 3B” substitute “Chapters 3B to 3F”.
In subsection (2)(c), after “303Z2(4))” insert “, Chapter 3C (see section 303Z20(4)), Chapter 3D (see section 303Z36(8)) and Chapter 3E (see section 303Z41(9))”.
In subsection (2)(d), after “303G” insert “(including as section 303G is applied by section 303Z25)”.
In subsection (2)(e), after “303I” insert “(including as sections 303H and 303I are applied by section 303Z25)”.
In subsection (2)(f)—
in the opening words, for “or 303L(1)” substitute “, 303L(1), 303Z28(1) or (4), 303Z32(1) or (4) or 303Z57(3) or (5)”;
in sub-paragraph (ii), for “or (as the case may be) 303O” substitute “, 303O, 303Z41 or (as the case may be) 303Z60”.
In subsection (2)(g), for “or 303Z14” substitute “, 303Z14, 303Z41 or 303Z60”.
In subsection (2)(h), for “or 303Z18” substitute “, 303Z18, 303Z52 or 303Z64”.
Cryptoassets: terrorism
Amendments to the Anti-terrorism, Crime and Security Act 2001
Schedule 1 to the Anti-terrorism, Crime and Security Act 2001 (forfeiture of terrorist property) is amended as follows.
After Part 4B insert—
In Part 1, in paragraph 1(1) (terrorist cash), for “and 4B” substitute “to 4BD”.
In Part 4B (forfeiture of terrorist money held in bank and building society accounts), after paragraph 10Z6 insert—
In Part 6, in paragraph 19(1), at the appropriate places insert—;;;.
Amendments to the Terrorism Act 2000
The Terrorism Act 2000 is amended as follows.
In Schedule 6 (financial information)—
in paragraph 6(1) (meaning of financial institution)—
omit the “and” after paragraph (ha), and
after paragraph (i) insert—;
after paragraph 6(1AA) insert—
In section 123 (orders and regulations), after subsection (6ZE) insert—
Economic crime offences
Cheating the public revenue.
Conspiracy to defraud.
In Scotland, the following offences at common law—
fraud;
uttering;
embezzlement;
theft.
An offence under any of the following provisions of the Theft Act 1968—
section 1 (theft);
section 17 (false accounting);
section 19 (false statements by company directors etc);
section 20 (suppression etc of documents);
section 24A (dishonestly retaining a wrongful credit).
An offence under any of the following provisions of the Theft Act (Northern Ireland) 1969—
section 1 (theft);
section 17 (false accounting);
section 18 (false statements by company directors etc);
section 19 (suppression etc of documents);
section 23A (dishonestly retaining a wrongful credit).
An offence under any of the following provisions of the Customs and Excise Management Act 1979—
section 68 (offences in relation to exportation of prohibited or restricted goods);
section 167 (untrue declarations etc);
section 170 (fraudulent evasion of duty).
An offence under the Forgery and Counterfeiting Act 1981 (forgery, counterfeiting and kindred offences).
An offence under section 72 of the Value Added Tax Act 1994 (fraudulent evasion of VAT).
An offence under section 46A of the Criminal Law (Consolidation) (Scotland) Act 1995 (false monetary instruments).
An offence under any of the following sections of the Financial Services and Markets Act 2000—
section 23 (contravention of prohibition on carrying on regulated activity unless authorised or exempt);
section 25 (contravention of restrictions on financial promotion);
section 85 (prohibition of dealing etc in transferable securities without approved prospectus);
section 398 (misleading the FCA or PRA).
An offence under any of the following sections of the Terrorism Act 2000—
section 15 (fund-raising);
section 16 (use and possession);
section 17 (funding arrangements);
section 18 (money laundering);
section 63 (terrorist finance: jurisdiction).
An offence under any of the following sections of the Proceeds of Crime Act 2002—
section 327 (concealing etc criminal property);
section 328 (arrangements facilitating acquisition etc of criminal property);
section 329 (acquisition, use and possession of criminal property);
section 330 (failing to disclose knowledge or suspicion of money laundering);
section 333A (tipping off).
An offence under any of the following sections of the Companies Act 2006—
section 658 (general rule against limited company acquiring its own shares);
section 680 (prohibited financial assistance);
section 993 (fraudulent trading).
An offence under any of the following sections of the Fraud Act 2006—
section 1 (fraud);
section 6 (possession etc of articles for use in frauds);
section 7 (making or supplying articles for use in frauds);
section 9 (participating in fraudulent business carried on by sole trader);
section 11 (obtaining services dishonestly).
An offence under any of the following sections of the Bribery Act 2010—
section 1 (bribing another person);
section 2 (being bribed);
section 6 (bribery of foreign public officials);
section 7 (failure of commercial organisations to prevent bribery).
An offence under section 49 of the Criminal Justice and Licensing (Scotland) Act 2010 (possession, making or supplying articles for use in frauds).
An offence under any of the following sections of the Financial Services Act 2012—
section 89 (misleading statements);
section 90 (misleading impressions);
section 91 (misleading statements etc in relation to benchmarks).
An offence under regulation 86 of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
An offence under regulations made under section 49 of the Sanctions and Anti-Money Laundering Act 2018 (money laundering and terrorist financing etc).
An offence under section 199 of this Act (failure to prevent fraud).
An offence under an instrument made under section 2(2) of the European Communities Act 1972 for the purpose of implementing, or otherwise in relation to, EU obligations created or arising by or under an EU financial sanctions Regulation.
An offence under an Act or under subordinate legislation where the offence was created for the purpose of implementing a UN financial sanctions Resolution.
An offence under paragraph 7 of Schedule 3 to the Anti-terrorism, Crime and Security Act 2001 (freezing orders).
An offence under paragraph 30 or 30A of Schedule 7 to the Counter-Terrorism Act 2008 where the offence relates to a requirement of the kind mentioned in paragraph 13 of that Schedule.
An offence under paragraph 31 of Schedule 7 to the Counter-Terrorism Act 2008.
An offence under regulations made under section 1 of the Sanctions and Anti-Money Laundering Act 2018 (sanctions regulations).
In this paragraph—“EU financial sanctions Regulation” and “UN financial sanctions Resolution” have the same meanings as in Part 8 of the Policing and Crime Act 2017 (see section 143 of that Act);“subordinate legislation” has the same meaning as in the Interpretation Act 1978.
Criminal liability of bodies: economic crimes
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Failure to prevent fraud: fraud offences
Cheating the public revenue.
In Scotland, the following offences at common law—
fraud;
uttering;
embezzlement.
An offence under any of the following provisions of the Theft Act 1968—
section 17 (false accounting);
section 19 (false statements by company directors etc).
An offence under any of the following provisions of the Theft Act (Northern Ireland) 1969—
section 17 (false accounting);
section 18 (false statements by company directors etc).
An offence under section 993 of the Companies Act 2006 (fraudulent trading).
An offence under any of the following provisions of the Fraud Act 2006—
section 1 (fraud);
section 9 (participating in fraudulent business carried on by sole trader);
section 11 (obtaining services dishonestly).