Economic Crime (Transparency and Enforcement) Act 2022
2022 Chapter 10
An Act to set up a register of overseas entities and their beneficial owners and require overseas entities who own land to register in certain circumstances; to make provision about unexplained wealth orders; and to make provision about sanctions.
[15th March 2022]
Be it enacted by the Queen’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:—
This Part—
(a) sets up a register of overseas entities, which will include information about their beneficial owners (sections 3 to 32), and
(b) makes provision that, broadly speaking, is designed to compel overseas entities to register if they own land (sections 33 and 34).
(1) In this Part “overseas entity” means a legal entity that is governed by the law of a country or territory outside the United Kingdom.
(2) In this Part “legal entity” means a body corporate, partnership or other entity that (in each case) is a legal person under the law by which it is governed.
(1) The registrar of companies for England and Wales (“the registrar”) must keep a register of overseas entities in accordance with this Part.
(2) The register is to consist of—
(a) a list of registered overseas entities,
(b) documents delivered to the registrar under this Part or regulations made under it , or otherwise in connection with the register,
(ba) documents delivered to the registrar under or by virtue of Part 35 of the Companies Act 2006 in connection with the register or the delivery of other documents that, on registration, will form part of the register, and
(c) any other information required to be included in the register by this Part or regulations made under it.
(3) The list of registered overseas entities must contain the name of each overseas entity that—
(a) has made an application for registration in accordance with the requirements of this Part (see section 4), and
(b) has not been removed from the list under section 10.
(1) An application by an overseas entity for registration must be delivered to the registrar and contain—
(a) the statement and information listed in row 1, 2 or 3 of the table, and, where applicable, the statement and information mentioned in subsection (3),
(b) a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
(c) anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
(d) the name and contact details of an individual who may be contacted about the application.
(2) This is the table—
Statement | Information
1 | A statement: that the entity has identified one or more registrable beneficial owners and that it has no reasonable cause to believe there are others, and that the entity is able to provide the required information about each registrable beneficial owner it has identified. | The required information about the entity. The required information about each registrable beneficial owner that the entity has identified.
2 | A statement that the entity has no reasonable cause to believe that it has any registrable beneficial owners. | The required information about the entity. The required information about each managing officer of the entity.
3 | A statement: that the entity has reasonable cause to believe that there is at least one registrable beneficial owner that it has not identified, that the entity is not able to provide the required information about one or more of the registrable beneficial owners it has identified, or that paragraphs (a) and (b) both apply. | The required information about the entity. The required information about each managing officer of the entity. The required information about each registrable beneficial owner that the entity has identified or so much of that information as it has been able to obtain.
(3) Where an application includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the application must also include—
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b) a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain.
(4) For the required information, see Schedule 1.
(5) For the meaning of “registrable beneficial owner”, see Schedule 2.
(6) The Secretary of State may by regulations specify additional statements or information that must be included in an application under this section.
(7) Regulations under subsection (6) are subject to the negative resolution procedure.
5 Registration and allocation of overseas entity ID
(1) On the registration of an overseas entity under this Part, the registrar must—
(a) record the date of registration in the register,
(b) allocate an overseas entity ID to the entity, and
(c) record the overseas entity ID in the register.
(2) Overseas entity IDs are to be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.
(3) The registrar may adopt a new form of overseas entity ID and make such changes to existing overseas entity IDs as appear necessary.
(4) A change of an overseas entity ID has effect from the date on which the overseas entity is notified by the registrar of the change.
(1) On the registration of an overseas entity under this Part, the registrar must notify the overseas entity that it has been registered.
(2) The notice must state—
(a) the date of registration, and
(b) the overseas entity ID allocated to the entity.
(3) The notice must also contain information about—
(a) the updating duty under section 7 and the consequences of failing to comply with it;
(b) applying under section 9 for removal from the list of registered overseas entities.
(1) A registered overseas entity must, within the period of 14 days after each update period, deliver to the registrar—
(a) the statement and information listed in row 1, 2 or 3 of the table in section 4(2), and, where applicable, the statement and information mentioned statements and information mentioned in subsection (3),
(b) the statement in row 1 of the table set out in subsection (2) or the statement and information listed in row 2 of that table, and, where applicable, the statement and information mentioned statements and information mentioned in subsection (4),
(c) a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
(d) anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
(e) the name and contact details of an individual who may be contacted about the statements and information.
(2) This is the table referred to in subsection (1)(b)—
Statement | Information
1 | A statement that the entity has noreasonable cause to believe thatanyone has become or ceased to be aregistrable beneficial owner duringthe update period.
2 | A statement that the entity has reasonable cause to believe that at least one person has become or ceased to be a registrable beneficial owner during the update period. | The required information about each person who has become or ceased to be a registrable beneficial owner during the update period, or so much of that information as the entity has been able to obtain. The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.
(3) Where information provided under subsection (1)(a) includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(a) to provide—
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b) a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
(c) the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
(4) Where information provided under subsection (1)(b) includes information that a person who became or ceased to be a registrable beneficial owner was a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(b) to provide—
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b) a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
(c) in the case where the information provided under subsection (1)(b) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
(4A) This is the table referred to in subsections (3)(c) and (4)(c)—
Statement | Information
1 | A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity.
2 | A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity. | The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain. The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.
(5) For the required information, see Schedule 1.
(6) The information required by subsection (1)(a), and any statements required by subsection (1)(a) or (b), must relate to the state of affairs as at the end of the update period.
Any statements required by subsection (1)(a) or (b) must relate to the state of affairs as at the end of the update period.
(7) Any information required by subsection (1)(b) as a result of a person having become or ceased to be a registrable beneficial owner must relate to the time when the person became or ceased to be a registrable beneficial owner.
Any information—
(a) required by subsection (1)(a) or (b) as a result of a person having become or ceased to be a beneficiary under a trust, or
(b) required by subsection (1)(b) as a result of a person having become or ceased to be a registrable beneficial owner of an overseas entity,
must relate to the time when the person so became or so ceased.
(7A) Any other information required by subsection (1)(a) must relate to the state of affairs as at the end of the update period.
(8) A requirement in subsection (1) to provide information may be met (in whole or in part) by confirming information previously provided.
(9) For the purposes of this section, each of the following is an update period—
(a) the period of 12 months beginning with the date of the overseas entity’s registration;
(b) each period of 12 months beginning with the day after the end of the previous update period.
(10) But a registered overseas entity may shorten an update period by—
(a) notifying the registrar of the shortened update period, and
(b) delivering the statements and information required by subsection (1) within the period of 14 days after that shortened update period.
(11) The Secretary of State may by regulations amend this section for the purpose of changing the meaning of update period in this section.
(12) Regulations under this section are subject to the affirmative resolution procedure.
(1) If a registered overseas entity fails to comply with the duty under section 7 an offence is committed by—
(a) the entity, and
(b) every officer of the entity who is in default.
(2) A person guilty of an offence under subsection (1) is liable on summary conviction—
(a) in England and Wales to a fine and, for continued contravention, a daily default fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one half of level 5 on the standard scale.
(3) The contravention continues until such time as the registered overseas entity has delivered the statements and information required by section 7(1).
(4) In the case of continued contravention, an offence is also committed by every officer of the registered overseas entity who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention.
(5) A person guilty of an offence under subsection (4) is liable on summary conviction—
(a) in England and Wales, to a fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale for each day on which the contravention continues and the person is in default;
(b) in Scotland or Northern Ireland, to a fine not exceeding one half of level 5 on the standard scale for each day on which the contravention continues and the person is in default.
(1) An application by a registered overseas entity for removal from the list of registered overseas entities must be delivered to the registrar and contain—
(a) a statement confirming that the entity is not registered as the proprietor of a relevant interest in land,
(b) the statement and information listed in row 1, 2 or 3 of the table in section 4(2), and, where applicable, the statement and information mentioned statements and information mentioned in subsection (3),
(c) the statement in row 1 of the table set out in subsection (2) or the statement and information listed in row 2 of that table, and, where applicable, the statement and information mentioned statements and information mentioned in subsection (4),
(d) a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
(e) anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
(f) the name and contact details of an individual who may be contacted about the application.
(2) This is the table referred to in subsection (1)(c)—
Statement | Information
1 | A statement that the entity has noreasonable cause to believe thatanyone has become or ceased to be aregistrable beneficial owner duringthe relevant period.
2 | A statement that the entity has reasonable cause to believe that at least one person has become or ceased to be a registrable beneficial owner during the relevant period. | The required information about each person who has become or ceased to be a registrable beneficial owner during the relevant period, or so much of that information as the entity has been able to obtain. The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.
(3) Where information provided under subsection (1)(b) includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(b) to provide—
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b) a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
(c) the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
(4) Where information provided under subsection (1)(c) includes information that a person who became or ceased to be a registrable beneficial owner was a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(c) to provide—
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b) a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
(c) in the case where the information provided under subsection (1)(c) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
(4A) This is the table referred to in subsections (3)(c) and (4)(c)—
Statement | Information
1 | A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity.
2 | A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity. | The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain. The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.
(5) For the required information, see Schedule 1.
(6) For the purposes of subsection (2) this section “the relevant period” means the period—
(a) beginning with the date of the overseas entity’s registration or (if later) the end of its last update period, and
(b) ending with the date of the application for removal.
(7) The information required by subsection (1)(b), and any statements required by subsection (1)(b) or (c), must relate to the state of affairs as at the time of the application for removal.
Any statements required by subsection (1)(b) or (c) must relate to the state of affairs as at the time of the application for removal.
(8) Any information required by subsection (1)(c) as a result of a person having become or ceased to be a registrable beneficial owner must relate to the time when the person became or ceased to be a registrable beneficial owner.
Any information—
(a) required by subsection (1)(b) or (c) as a result of a person having become or ceased to be a beneficiary under a trust, or
(b) required by subsection (1)(c) as a result of a person having become or ceased to be a registrable beneficial owner of an overseas entity,
must relate to the time when the person so became or so ceased.
(8A) Any other information required by subsection (1)(b) must relate to the state of affairs as at the time of the application for removal.
(9) The requirement in subsection (1) to provide information may be met (in whole or in part) by confirming information previously provided.
(10) For the purposes of this section and section 10 an overseas entity is registered as the proprietor of a relevant interest in land if—
(a) the entity—
(i) is registered in the register of title kept under the Land Registration Act 2002 as the proprietor of a qualifying estate within the meaning of Schedule 4A to that Act, and
(ii) became so registered in pursuance of an application made on or after 1 January 1999,
(b) the entity—
(i) is entered, on or after 8 December 2014, as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland,
(ii) in relation to a lease that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before that date is, by virtue of an assignation of the lease registered in the Land Register of Scotland on or after that date, the tenant under the lease, or
(iii) is the tenant under a lease that was registered in the Land Register of Scotland on or after that date, or
(c) the entity—
(i) is registered in the register kept under the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) as the owner of a qualifying estate within the meaning of Schedule 8A to that Act, and
(ii) became so registered on or after the day on which that Schedule came into force.
(11) In subsection (10)(b), “lease”, “plot of land” and “proprietor” have the meanings given by section 113(1) of the Land Registration etc. (Scotland) Act 2012 (asp 5).
(12) For the purposes of subsection (10)(b)(i)—
(a) the reference to an overseas entity’s being entered as proprietor in the proprietorship section of a title sheet is a reference to the name of the entity being so entered, and
(b) the date on which an overseas entity is entered as proprietor in the proprietorship section of a title sheet is, where the entry is made by virtue of an application for registration, the date of registration as determined under section 37 of the Land Registration etc. (Scotland) Act 2012 (date and time of registration).
(1) On receipt of an application by a registered overseas entity under section 9, the registrar must check whether the overseas entity is registered as the proprietor of a relevant interest in land (see subsection (10) of that section).
(2) If the overseas entity is not registered as the proprietor of a relevant interest in land and there are no updates pending, the registrar must remove it from the list of registered overseas entities.
(3) If the overseas entity is registered as the proprietor of a relevant interest in land or there is an update pending, the registrar must refuse the application.
(3A) For the purposes of subsections (2) and (3) an update is pending if—
(a) an update period for the entity has ended and the entity has not yet complied with the duty under section 7 in respect of that period, or
(b) the entity is required to deliver information under Schedule 6 but has not yet done so.
(4) The registrar must send the overseas entity a notice stating—
(a) whether the application for removal has been successful, and
(b) if it has been successful, the date of removal from the list of registered overseas entities.
(5) Where an overseas entity is removed from the list of registered overseas entities, the registrar must record the date of removal in the register.
Where an overseas entity has been removed from the list of registered overseas entities for at least two years, the registrar may transfer any records relating to that entity to the Public Record Office.
12 Identifying registrable beneficial ownersDuty to take steps to obtain information
(1) An overseas entity must comply with this section before—
(a) making an application under section 4 for registration;
(b) complying with the updating duty under section 7;
(c) making an application under section 9 for removal.
(2) The overseas entity must take reasonable steps—
(a) to identify any registrable beneficial owners in relation to the entity, and
(b) if it identifies any, to obtain, for the purposes of the application under section 4 or 9 or for the purposes of complying with the updating duty under section 7—
(i) the required information about each registrable beneficial owner, and
(ii) in respect of any registrable beneficial owner who is a trustee, the required information about the trust.
(3) The steps that an overseas entity must take include giving an information notice under this section to any person that it knows, or has reasonable cause to believe, is a registrable beneficial owner in relation to the entity.
(4) An information notice under this section is a notice requiring the person to whom it is given—
(a) to state whether or not the person is a registrable beneficial owner in relation to the overseas entity,
(b) if the person is a registrable beneficial owner, to confirm or correct any of the required information about the person that is specified in the notice and to supply any of the required information that the notice states the overseas entity does not already have, and
(c) if the person is a registrable beneficial owner by virtue of being a trustee, to confirm or correct any of the required information about the trust that is specified in the notice and to supply any of the required information about the trust that the notice states the overseas entity does not already have.
(5) An information notice under this section must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.
(1) Before making an application for registration under section 4(1) an overseas entity must take reasonable steps to obtain all of the information that it is required to deliver to the registrar under that section if it is able to obtain it.
(2) Before complying with the updating duty under section 7 an overseas entity must take reasonable steps to obtain all of the information that it is required to deliver to the registrar under that section if it is able to obtain it.
(3) Before making an application for removal under section 9 an overseas entity must take reasonable steps to obtain all of the information that it is required to include in the application if it is able to obtain it.
(4) The steps that an overseas entity must take by virtue of subsection (1), (2) or (3) include giving a notice to any person that it knows, or has reasonable cause to believe, is a registrable beneficial owner in relation to the entity, requiring the person—
(a) to state whether or not they are such a person, and
(b) if they are, to provide or confirm information of the kind mentioned in subsection (1), (2) or (3) so far as relating to the person, or a trust of which they are or were a trustee.
(5) The steps that an overseas entity must take by virtue of subsection (2) or (3) also include giving a notice to any person that it knows, or has reasonable cause to believe, has ceased to be a registrable beneficial owner in relation to the entity during the update period (within the meaning of section 7) or relevant period (within the meaning of section 9), requiring the person—
(a) to state whether or not they are such a person, and
(b) if they are, to provide or confirm information of the kind mentioned in subsection (2) or (3) so far as relating to the person, or a trust of which they are or were a trustee.
(6) A notice under subsection (4) or (5) must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.
(7) A person given a notice under subsection (4) or (5) is not required by that notice to disclose any information in respect of which a claim to legal professional privilege or, in Scotland, confidentiality of communications, could be maintained in legal proceedings.
(1) An overseas entity may give a person an information notice under this section if it knows or has reasonable cause to believe that the person knows the identity of—
(a) a person who is a registrable beneficial owner in relation to the overseas entity,
(b) any legal entity not falling within paragraph (a) that is a beneficial owner in relation to the overseas entity, or
(c) a person likely to have knowledge of the identity of a person within paragraph (a) or (b).
(2) An information notice under this section is a notice requiring the addressee—
(a) to state whether or not the addressee knows the identity of a person within paragraph (a), (b) or (c) of subsection (1), and
(b) if so—
(i) to supply any information that the addressee has that might help the overseas entity to identify that person, and
(ii) to state whether that information is being supplied with the knowledge of the person to whom it relates.
(3) An information notice under this section must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.
(4) A person given a notice under subsection (1) is not required by that notice to disclose any information in respect of which a claim to legal professional privilege or, in Scotland, confidentiality of communications, could be maintained in legal proceedings.
(5) In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified.
(6) A reference in this section to a person who is a registrable beneficial owner in relation to an overseas entity includes, in connection with the obtaining of information required by section 7(1)(b), 9(1)(c) or 42(1)(c)(i), a reference to a person who has ceased to be a registrable beneficial owner.
(1) The Secretary of State may by regulations make further provision about the giving of notices under section 12 or 13, including provision about the form and content of any such notices and the manner in which they must be given.
(2) Regulations under subsection (1) are subject to the negative resolution procedure.
15 Failure to comply with notice under section 12 or 13
(1) A person who, without reasonable excuse, fails to comply with a notice under section 12 or 13 commits an offence.
(2) Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default.
(3) It is a defence for a person charged with an offence under this section to prove that the requirement to give information was frivolous or vexatious.
(4) A person guilty of an offence under this section is liable—
(a) on summary conviction in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
(b) on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
(c) on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
(d) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).
15A False statements under section 12 or 13: basic offence
(1) A person who is given a notice under section 12 or 13 commits an offence if, in purported compliance with the notice and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default.
(3) A person guilty of an offence under this section is liable—
(a) on summary conviction in England and Wales, to a fine;
(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
15B False statements under section 12 or 13: aggravated offence
(1) A person who is given a notice under section 12 or 13 commits an offence if, in purported compliance with the notice, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default.
(3) A person guilty of an offence under this section is liable—
(a) on summary conviction in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
(b) on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
(c) on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
(d) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).
16 Verification of registrable beneficial owners and managing officers
(1) The Secretary of State must by regulations make provision requiring the verification of information before an overseas entity—
(a) makes an application under section 4 for registration;
(b) complies with the updating duty under section 7;
(c) makes an application under section 9 for removal.
(d) complies with the duty under Schedule 6 (duty to deliver further information about transitional period).
(2) Regulations under this section may, among other things, make provision—
(a) about the information that must be verified;
(aa) about how the information is to be verified (including provision about the kinds or sources of evidence to be used);
(ab) about the standard to which verification is to be carried out;
(b) about the person by whom the information must be verified;
(ba) about the records that must be kept in connection with verification;
(c) requiring a statement, evidence or other information to be delivered to the registrar for the purposes of sections 4(1)(c), 7(1)(d) and 9(1)(e).
(d) requiring the registrar not to make available for public inspection certain information delivered to the registrar by virtue of the regulations;
(e) about the information that must be provided to the registrar to enable the registrar to monitor compliance with any requirements imposed by the regulations.
(2A) Regulations under this section may create offences in relation to failures to comply with requirements imposed by virtue of subsection (2)(ba) or (e).
(2B) The regulations must provide for any such offence to be punishable—
(a) on summary conviction in England and Wales, by a fine;
(b) on summary conviction in Scotland, by a fine not exceeding level 5 on the standard scale;
(c) on summary conviction in Northern Ireland, by a fine not exceeding level 5 on the standard scale.
(3) The first regulations under this section must be made so as to come into force before any applications may be made under section 4(1).
(4) Regulations under this section are subject to the negative resolution procedure.
17 Power to modify application process etc in certain cases
(1) The Secretary of State may by regulations modify the application requirements or the update requirements in relation to overseas entities of a description specified in the regulations.
(2) The regulations may modify the application or update requirements in relation to a description of overseas entity only if the Secretary of State considers that the modifications are appropriate in light of the information that is publicly available otherwise than by virtue of this Part.
(3) Regulations under subsection (1) may make such modifications to this Part as are consequential on those regulations.
(4) Regulations under subsection (1) are subject to the negative resolution procedure.
(5) In this section—
“the application requirements” means the requirements as to the contents of applications under section 4 or 9;
“the update requirements” means the requirements as to the material that must be delivered to the registrar under section 7.
17A Exceptions to duty to provide change of beneficiary information
(1) The Secretary of State may by regulations provide for exceptions to the requirement to deliver information by virtue of section 7(3)(c) or (4)(c) or 9(3)(c) or (4)(c).
(2) The Secretary of State must consult the Scottish Ministers before making regulations under subsection (1) that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.
(3) The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under subsection (1) that contain provision that—
(a) would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and
(b) would not, if contained in a Bill for an Act of the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998.
(4) Regulations under subsection (1) are subject to the negative resolution procedure.
(1) The Secretary of State may, by giving written notice to a person, exempt the person under this section if satisfied that to do so is necessary—
(a) in the interests of national security;
(b) for the purposes of preventing or detecting serious crime.
(2) The effect of an exemption is that—
(a) overseas entities are not required to take steps or give notices under section 12 in relation to the exempt person,
(b) the exempt person is not required to comply with any notice given by an overseas entity under section 12 or 13 if the exempt person brings the existence of the exemption to the attention of the entity,
(c) a notice given by an overseas entity under section 13 does not require any other person to supply information about the exempt person, and
(d) the exempt person does not count as a registrable beneficial owner in relation to any overseas entity for the purposes of this Part.
(3) For the purposes of subsection (1)(b)—
(a) “crime” means conduct which—
(i) constitutes a criminal offence, or
(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and
(b) crime is “serious” if—
(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or
(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.
(1) The registrar must place a note in the register recording—
(a) the date on which a document is delivered to the registrar under this Part or regulations made under it, or otherwise in connection with the register;
(b) if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement;
(c) if material is removed—
(i) what was removed (giving a general description of its contents),
(ii) under what power, and
(iii) the date on which that was done.
(2) The Secretary of State may by regulations make provision—
(a) authorising or requiring the registrar to annotate the register in such other circumstances as may be specified in the regulations, and
(b) as to the contents of any such annotation.
(3) No annotation is required in the case of a document that by virtue of section 1072(2) of the Companies Act 2006 (documents not meeting requirements for proper delivery) is treated as not having been delivered.
(4) A note may be removed if it no longer serves any useful purpose.
(5) Any duty or power of the registrar with respect to annotation of the register is subject to the court’s power under section 31 (powers of court on ordering removal of material from the register) to direct—
(a) that a note be removed from the register, or
(b) that no note may be made of the removal of material that is the subject of the court’s order.
(6) Regulations under this section are subject to the negative resolution procedure.
(1) Any person may—
(a) inspect the register (but see the exceptions in section 22);
(b) require a copy of any material on the register that is available for inspection.
(2) The registrar may specify the form and manner in which an application is to be made for inspection or a copy.
(3) The registrar may determine the form and manner in which copies are to be provided.
(4) Section 1091 of the Companies Act 2006 (certification of copies), and any regulations made under it, apply in relation to copies provided under this section as they apply in relation to the copies provided as mentioned in that section.
(1) The following material must not, so far as it forms part of the register, be made available by the registrar for public inspection—
(a) so much of any application or other document delivered to the registrar under section 4, 7 or 9 or Schedule 6 as is required to contain—
(i) protected date of birth information;
(ii) protected residential address information;
(iii) protected trusts information;
(iv) the name or contact details of an individual provided for the purposes of section 4(1)(d), 7(1)(e) or 9(1)(f), paragraph 6(1)(g) or 7(1)(g) of Schedule 1 or paragraph 2(1)(d) of Schedule 6;
(v) an overseas entity’s email address (see paragraph 2(1)(e) of Schedule 1);
(vi) any title numbers or folio numbers in respect of land (see paragraph 2(1)(h), (i) and (j) of Schedule 1);
(b) any information that regulations under section 16 provide is not to be made available for public inspection;
(c) any application or other document delivered to the registrar under regulations under section 23(2) (disclosure of protected trusts information);
(d) the following—
(i) any application or other document delivered to the registrar under regulations under section 25 (regulations protecting material), other than information provided by virtue of section 25(4);
(ii) any information which regulations under section 25 require not to be made available for public inspection;
(e) any application or other document delivered to the registrar under section 28 (administrative removal of material from the register);
(f) any court order under section 30 (rectification of the register under court order) that the court has directed under section 31 is not to be made available for public inspection;
(g) any statement or other document delivered to the registrar by virtue of section 1067A of the Companies Act 2006 (delivery of documents: identity verification requirements etc);
(h) any statement made in accordance with regulations made by virtue of section 1082(2)(c) of the Companies Act 2006 (statement of unique identifier);
(i) any document provided to the registrar under section 1092A of the Companies Act 2006 (power to require further information);
(j) any email address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone;
(k) any record of the information contained in a document (or part of a document) mentioned in any of the previous paragraphs of this subsection;
(l) any other material excluded from public inspection by or under any other enactment.
(2) In this section—
“protected date of birth information” means information as to the day of the month (but not the month or year) on which an individual who is a registrable beneficial owner or managing officer of an overseas entity was born;
“protected residential address information” means information as to the usual residential address of an individual who is a registrable beneficial owner or managing officer of an overseas entity;
“protected trusts information” means—
the required information about a trust (see sections 4(3)(a), 7(3)(a) and (4)(a) and 9(3)(a) and (4)(a) and paragraphs 3(2)(a), 4(2)(a) and 5(2)(a) of Schedule 6), or
any information required by virtue of section 7(3)(c) or (4)(c) or 9(3)(c) or (4)(c) or paragraph 4(2)(c) of Schedule 6 (information about beneficiaries).
(3) Information about a registrable beneficial owner or managing officer does not cease to be protected date of birth information or protected residential address information when they cease to be a registrable beneficial owner or managing officer.
(4) Where subsection (1), or a provision referred to in subsection (1), imposes a restriction by reference to material deriving from a particular description of document (or part of a document), that does not affect the availability for public inspection of the same information contained in material derived from another description of document (or part of a document) in relation to which no such restriction applies.
(5) The registrar need not retain material to which subsection (1) applies for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.
(1) The registrar must not disclose protected date of birth information, protected residential address information or protected trusts information unless—
(a) the disclosure is permitted by section 1110F of the Companies Act 2006 (general powers of disclosure by the registrar),
(b) the information is required to be made available for public inspection (as a result of being contained in a document, part of a document, or record to which section 22(1) does not apply), or
(c) the disclosure is permitted by regulations under subsection (2).
(2) The Secretary of State may by regulations make provision requiring the registrar, on application, to disclose relevant protected trusts information to a person (unless required to refrain from doing so by regulations under section 25).
(3) In subsection (2) “relevant protected trusts information” means protected trusts information other than information as to—
(a) the day of the month (but not the month or year) on which an individual was born, or
(b) the usual residential address of an individual.
(4) The regulations may make provision as to—
(a) who may make an application;
(b) the grounds on which an application may be made;
(c) the information to be included in and documents to accompany an application;
(d) the notice to be given of an application and of its outcome;
(e) how an application is to be determined.
(5) Provision under subsection (4)(e) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application.
(6) The regulations may include provision authorising or requiring the registrar to impose conditions subject to which the information is disclosed (including conditions restricting its use or further disclosure).
(7) The regulations may create offences in relation to failures to comply with conditions imposed by virtue of subsection (6).
(8) The regulations must provide for any such offence to be punishable—
(a) on summary conviction in England and Wales, by a fine;
(b) on summary conviction in Scotland, by a fine not exceeding level 5 on the standard scale;
(c) on summary conviction in Northern Ireland, by a fine not exceeding level 5 on the standard scale.
(9) Regulations under this section may in particular confer a discretion on the registrar.
(10) Regulations under this section are subject to affirmative resolution procedure.
(11) In this section the following have the meaning given by section 22(2)—
“protected date of birth information”;
“protected residential address information”;
“protected trusts information”.
24 Consultation about regulations under section 23
(1) The Secretary of State must consult the Scottish Ministers before making regulations under section 23 that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.
(2) The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under section 23 that contain provision that—
(a) would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and
(b) would not, if contained in a Bill for an Act of the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998.
25 Power to protect other informationPower to make regulations protecting material
(1) The Secretary of State may by regulations make provision requiring the registrar, on application—
(a) to make information relating to a relevant individual unavailable for public inspection, and
(b) to refrain from disclosing that information or to refrain from doing so except in specified circumstances.
(2) In this section “relevant individual” means an individual who is or used to be—
(a) a registrable beneficial owner in relation to an overseas entity, or
(b) a managing officer of an overseas entity.
(3) Regulations under this section may make provision as to—
(a) who may make an application,
(b) the grounds on which an application may be made,
(c) the information to be included in and documents to accompany an application,
(d) how an application is to be determined,
(e) the recording of restrictions in the register,
(f) the duration of and procedures for revoking the restrictions on disclosure, and
(g) the charging of fees by the registrar for disclosing information where the regulations permit disclosure, by way of exception, in specified circumstances.
(4) The provision that may be made under subsection (3)(d) or (f) includes provision—
(a) conferring a discretion on the registrar;
(b) providing for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
(5) Regulations under this section may impose a duty on the registrar to publish, in relation to such periods as may be specified—
(a) details of how many applications have been made under the regulations and how many of them have been allowed, and
(b) such other details in connection with applications under the regulations as may be specified in the regulations.
(6) Regulations under this section are subject to the affirmative resolution procedure.
(7) Nothing in this section or in regulations made under it affects the disclosure of information about a person in any capacity other than that mentioned in subsection (2).
(1) The Secretary of State may by regulations make provision requiring the registrar, on application—
(a) not to make available for public inspection any information on the register relating to an individual;
(b) to refrain from disclosing information on the register relating to an individual except in specified circumstances;
(c) not to make available for public inspection any address on the register that is not information to which paragraph (a) applies;
(d) to refrain from disclosing any such address except in specified circumstances.
(2) The regulations may make provision as to—
(a) who may make an application;
(b) the grounds on which an application may be made;
(c) the information to be included in and documents to accompany an application;
(d) the notice to be given of an application and of its outcome;
(e) how an application is to be determined;
(f) the duration of, and procedures for revoking, any restrictions on the making of information available for public inspection or its disclosure.
(3) Provision under subsection (2)(e) or (2)(f) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
(4) Regulations under subsection (1)(a) or (1)(c) may provide that information is not to be made unavailable for public inspection unless the person to whom it relates provides such alternative information as may be specified.
(5) The circumstances that may be specified under subsection (1)(b) or (d) by way of an exception to a restriction on disclosure include circumstances where the court has made an order, in accordance with the regulations, authorising disclosure.
(6) Regulations under subsection (1)(b) or (d) may not require the registrar to refrain from disclosing information under section 1110F of the Companies Act 2006 (general powers of disclosure by the registrar).
(7) Regulations under this section may impose a duty on the registrar to publish, in relation to such periods as may be specified—
(a) details of how many applications have been made under the regulations and how many of them have been allowed, and
(b) such other details in connection with applications under the regulations as may be specified in the regulations.
(8) Regulations under this section may in particular confer a discretion on the registrar.
(9) Regulations under this section are subject to affirmative resolution procedure.
(1) Nothing in section 21, 23 or 24 authorises or requires a disclosure of information which, although made in accordance with that section, would contravene the data protection legislation.
(2) In this section “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act).
(1) Where it appears to the registrar that the information contained in a document delivered to the registrar by an overseas entity in connection with the register is inconsistent with other information contained in records kept by the registrar under section 1080 of the Companies Act 2006, the registrar may give notice to the overseas entity to which the document relates—
(a) stating in what respects the information contained in it appears to be inconsistent with other information in records kept by the registrar under section 1080 of the Companies Act 2006, and
(b) requiring the overseas entity, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way.
(2) The notice must state the date on which it is issued.
(3) If the necessary documents are not delivered within the period specified, an offence is committed by—
(a) the overseas entity, and
(b) every officer of the overseas entity who is in default.
(4) A person guilty of an offence under subsection (3) is liable on summary conviction—
(a) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale;
(b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one half of level 5 on the standard scale.
28 Administrative removal of material from the register
(1) The registrar may remove from the register anything that appears to the registrar to be—
(a) a document, or material derived from a document, accepted under section 1073 of the Companies Act 2006 (power to accept documents not meeting requirements for proper delivery), or
(b) unnecessary material as defined by section 1074 of the Companies Act 2006.
(2) The power to remove material from the register under this section may be exercised—
(a) on the registrar’s own motion, or
(b) on an application made in accordance with regulations under section 28A(2).
(3) The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations.
(4) Regulations under this section are subject to the negative resolution procedure.
28A Further provision about removal of material from the register
(1) The Secretary of State must by regulations make provision for notice to be given in accordance with the regulations where material is removed from the register under section 28 otherwise than on an application.
(2) The Secretary of State must by regulations make provision in connection with the making and determination of applications for the removal of material from the register under section 28.
(3) The provision that may be made under subsection (2) includes provision as to—
(a) who may make an application,
(b) the information to be included in and documents to accompany an application,
(c) the notice to be given of an application and of its outcome,
(d) a period in which objections to an application may be made, and
(e) how an application is to be determined, including provision as to evidence that may be relied upon by the registrar for the purposes of satisfying the test in section 28(1).
(4) The provision that may be made by virtue of subsection (3)(e) includes provision as to circumstances in which—
(a) evidence is to be treated by the registrar as conclusive proof that the test in section 28(1) is met, and
(b) the power of removal must be exercised.
(5) Regulations under this section may in particular confer a discretion on the registrar.
(6) Regulations under this section are subject to the negative resolution procedure.
(1) The registrar must remove from the register any material—
(a) that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the overseas entity, or
(b) that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,
and that the court directs should be removed from the register.
(2) The court order must specify what is to be removed from the register and indicate where on the register it is.
(3) A copy of the court’s order must be sent to the registrar for registration.
31 Court powers on ordering removal of material from the register
(1) Where the court makes an order for the removal of anything from the register under section 30, it may give directions under this section.
(2) It may direct that any note on the register that is related to the material that is the subject of the court’s order is to be removed from the register.
(3) It may direct that its order is not to be available for public inspection as part of the register.
(4) It may direct—
(a) that no note is to be made on the register as a result of its order, or
(b) that any such note is to be restricted to such matters as may be specified by the court in the direction.
(5) The court must not give any direction under this section unless it is satisfied—
(a) that—
(i) the presence on the register of the note or, as the case may be, of an unrestricted note, or
(ii) the availability for public inspection of the court’s order,
may cause damage to the overseas entity, and
(b) that the overseas entity’s interest in non-disclosure outweighs any interest of other persons in disclosure.
(6) In this section “note” means a note placed in the register under section 20 or regulations made under it.
(1) It is an offence for a person, without reasonable excuse, to—
(a) deliver or cause to be delivered to the registrar, for the purposes of this Part, a document that is misleading, false or deceptive in a material particular, or
(b) make to the registrar, for the purposes of this Part, a statement that is misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a legal entity, every officer of the entity who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable—
(a) on summary conviction in England and Wales, to a fine;
(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
(1) It is an offence for a person knowingly to—
(a) deliver or cause to be delivered to the registrar, for the purposes of this Part, a document that is misleading, false or deceptive in a material particular, or
(b) make to the registrar, for the purposes of this Part, a statement that is misleading, false or deceptive in a material particular.
(2) Where the offence is committed by a legal entity, every officer of the entity who is in default also commits the offence.
(3) A person guilty of an offence under this section is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
(b) on summary conviction—
(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).
(1) Schedule 3 contains amendments about—
(a) the ownership of registered land in England and Wales by overseas entities, and
(b) land transactions in England and Wales involving overseas entities.
(2) Schedule 4—
(a) makes similar provision for Scotland, and
(b) confers a related power to make further or alternative provision (see Part 3 of the Schedule).
(3) Schedule 5 makes similar provision for Northern Ireland.
(4) The Secretary of State may by regulations amend Schedule 8A to the Land Registration Act (Northern Ireland) 1970 (inserted by Schedule 5 to this Act) to make provision similar or corresponding to the provision made by paragraphs 3(2)(e), 4(2)(e) and 5 of Schedule 4A to the Land Registration Act 2002 (inserted by Schedule 3 to this Act) (including the provision to make subordinate legislation).
(5) The provision which may be made by regulations under subsection (4) by virtue of section 67(3) includes provision amending other provisions of the Land Registration (Northern Ireland) Act 1970.
(6) The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under subsection (4).
(7) Regulations under subsection (4) are subject to the affirmative resolution procedure.