160 Registration of information about managing officers: age limits
(1) Schedule 1 to the Economic Crime (Transparency and Enforcement) Act 2022 (applications: required information) is amended as follows.
(2) In paragraph 6(1), after paragraph (f) insert—
(g) if the officer is under the age of 16 years old, the name and contact details of an individual who is at least 16 years old and is willing to be contacted about the officer.
(3) In paragraph 7(1), for paragraph (g) substitute—
(g) the name and contact details of an individual who is at least 16 years old and is willing to be contacted about the officer.
(1) Schedule 2 to the Economic Crime (Transparency and Enforcement) Act 2022 (registrable beneficial owners) is amended in accordance with subsections (2) to (5).
(2) 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”.
(3) In paragraph 8 (beneficial owners exempt from registration), after paragraph (b) insert—
(ba) the person is not a beneficial owner of the overseas entity by virtue of being a trustee,
.
(4) For the heading of Part 6 substitute “Powers to amend this Schedule”.
(5) Before paragraph 25 insert—
Expansion of meaning of “registrable beneficial owner” where trusts in view
24A (1) The Secretary of State may by regulations amend this Schedule so as to expand the description of persons who are registrable beneficial owners of an overseas entity in circumstances where the overseas entity is part of a chain of entities that includes a trustee.
(2) For these purposes an overseas entity is part of a chain of entities that includes a trustee if there is a legal entity which is a beneficial owner of it by virtue of being a trustee.
(3) Regulations under this paragraph are subject to the affirmative resolution procedure.
Power to amend thresholds etc
.
(6) 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.
(1) The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.
(2) In Schedule 1 (required information)—
(a) in paragraph 3(1), for paragraphs (e) and (f) substitute—
(e) whether the individual is a registrable beneficial owner by virtue of paragraph 2(1) of Schedule 2 or paragraph 2(2) of that Schedule;
(f) if the individual is a registrable beneficial owner by virtue of paragraph 2(1) of Schedule 2—
(i) a statement as to which of the conditions in paragraph 6 of that Schedule is met and why, and
(ii) a statement as to whether that condition is met by virtue of the individual being a trustee;
(fa) if the individual is a registrable beneficial owner by virtue of paragraph 2(2) of Schedule 2, a statement as to which of the conditions in paragraph 6A of that Schedule is met and why;
;
(b) in paragraph 4, for sub-paragraph (f) substitute—
(f) whether the government or public authority is a registrable beneficial owner by virtue of paragraph 4(1) of Schedule 2 or paragraph 4(2) of that Schedule;
(fa) if the government or public authority is a registrable beneficial owner by virtue of paragraph 4(1) of Schedule 2, a statement as to which of the conditions in paragraph 6 of that Schedule is met and why;
(fb) if the government or public authority is a registrable beneficial owner by virtue of paragraph 4(2) of Schedule 2, a statement as to which of the conditions in paragraph 6A of that Schedule is met and why;
;
(c) in paragraph 5(1), for paragraphs (g) and (h) substitute—
(g) whether the entity is a registrable beneficial owner by virtue of paragraph 3(1) of Schedule 2 or paragraph 3(2) of that Schedule;
(h) if the entity is a registrable beneficial owner by virtue of paragraph 3(1) of Schedule 2—
(i) a statement as to which of the conditions in paragraph 6 of that Schedule is met and why, and
(ii) a statement as to whether that condition is met by virtue of the entity being a trustee;
(ha) if the entity is a registrable beneficial owner by virtue of paragraph 3(2) of Schedule 2, a statement as to which of the conditions in paragraph 6A of that Schedule is met and why;
.
(3) In Schedule 2 (registrable beneficial owners)—
(a) in paragraph 2—
(i) the existing text becomes sub-paragraph (1);
(ii) in paragraph (a) of that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;
(iii) after that sub-paragraph insert—
(2) An individual is also a “registrable beneficial owner” in relation to an overseas entity if the individual is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.
;
(b) in paragraph 3—
(i) the existing text becomes sub-paragraph (1);
(ii) in paragraph (a) of that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;
(iii) after that sub-paragraph insert—
(2) A legal entity other than a government or public authority is also a “registrable beneficial owner” in relation to an overseas entity if it is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.
;
(c) in paragraph 4—
(i) the existing text becomes sub-paragraph (1);
(ii) in that sub-paragraph, for “(see Part 2)” substitute “by virtue of paragraph 6”;
(iii) after that sub-paragraph insert—
(2) A government or public authority is also a “registrable beneficial owner” in relation to an overseas entity if it is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.
;
(d) after paragraph 6 insert—
Persons treated as beneficial owners where entity holds land as nominee
6A A person (“X”) is to be treated as a beneficial owner of an overseas entity (“Y”) if one or more of the following conditions are met.
Y holds land in England or Wales as nominee for X
Condition 1 is that Y—
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,
became so registered in pursuance of an application made on or after 1 January 1999, and
holds the qualifying estate as nominee for—
X, or
an entity of which X is a beneficial owner by virtue of paragraph 6.
Y holds land in Scotland as nominee for X
Condition 2 is that—
Y—
holds an interest in land by virtue of being 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,
is, 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, 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
is the tenant under a lease that was registered in the Land Register of Scotland on or after that date, and
Y holds the interest in land referred to in paragraph (a)(i), (ii) or (iii) as nominee for—
X, or
an entity of which X is a beneficial owner by virtue of paragraph 6.
Y holds land in Northern Ireland as nominee for X
Condition 3 is that Y—
is registered in the register kept under the and 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,
became so registered on or after the day on which that Schedule came into force, and
holds the qualifying estate as nominee for—
X, or
an entity of which X is a beneficial owner by virtue of paragraph 6.
;
(e) in paragraph 8, for “paragraphs 2(b) and 3(c)” substitute “paragraphs 2(1)(b) and 3(1)(c)”.
163 Information about changes in beneficiaries under trusts
(1) Schedule 6 (duty to deliver information about changes in beneficiaries) imposes further duties on registered overseas entities to deliver information.
(2) The amendments made by paragraph 2 of Schedule 6 do not apply in relation to any statements or information delivered to the registrar under section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 during the period of 3 months beginning when that paragraph comes fully into force.
(1) Section 10 of the Economic Crime (Transparency and Enforcement) Act 2022 (processing of application for removal) is amended as follows.
(2) In subsection (2), after “land” insert “and there are no updates pending”.
(3) In subsection (3), after “land” insert “or there is an update pending”.
(4) After subsection (3) insert—
(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.
165 Verification of registrable beneficial owners and managing officers
(1) Section 16 of the Economic Crime (Transparency and Enforcement) Act 2022 (verification of registrable beneficial owners and managing officers) is amended as follows.
(2) In subsection (2)—
(a) after paragraph (a) insert—
(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) after paragraph (b) insert—
(ba) about the records that must be kept in connection with verification;
;
(c) after paragraph (d) (inserted by section 166 of this Act) insert—
(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.
(3) After subsection (2) insert—
(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.
166 Material unavailable for public inspection: verification 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—
(d) requiring the registrar not to make available for public inspection certain information delivered to the registrar by virtue of the regulations;
For sections 22 to 24 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—
Material unavailable for inspection
22 (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.
Disclosure of protected information
23 (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”.
Consultation about regulations under section 23
24 (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.
For section 25 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—
Power to make regulations protecting material
25 (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) Section 27 of the Economic Crime (Transparency and Enforcement) Act 2022 (resolving inconsistencies in the register) is amended as follows.
(2) For subsections (1) and (2) substitute—
(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) In the heading, omit “in the register”.
170 Administrative removal of material from register
(1) In the Economic Crime (Transparency and Enforcement) Act 2022—
(a) for section 28 substitute—
Administrative removal of material from the register
28 (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.
Further provision about removal of material from the register
28A (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.
;
(b) omit sections 29 and 29A (application to rectify register and resolution of discrepancies).
(2) In section 1073 of the Companies Act 2006 (power to accept documents not meeting requirements for proper delivery), in subsection (6)(a), after “section 1094A(1)” (inserted by section 85 of this Act) insert “or any corresponding provision of any other enactment”.
171 False statement offences in connection with information notices
For section 15 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—
Failure to comply with notice under section 12 or 13
15 (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).
False statements under section 12 or 13: basic offence
15A (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.
False statements under section 12 or 13: aggravated offence
15B (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).
For section 32 of the Economic Crime (Transparency and Enforcement) Act 2022 substitute—
False statements: basic offence
32 (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.
False statements: aggravated offence
32A (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).
173 Enforcement of requirement to register: updated language about penalties etc
(1) The Economic Crime (Transparency and Enforcement) Act 2022 is amended as follows.
(2) In section 34 (power to require overseas entity to register if it owns certain land)—
(a) 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”;
(b) omit subsection (5).
(3) In section 36 (meaning of “daily default fine”) after “applies for” insert “the”.
174 Overseas entities: further information for transitional cases
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.
175 Financial penalties: interaction with offences
In section 39 of the Economic Crime (Transparency and Enforcement) Act 2022 (financial penalties), in subsection (4)—
(a) for paragraph (a) (but not the “and” at the end) substitute—
(a) no financial penalty may be imposed under the regulations on a person in respect of conduct amounting to an offence if—
(i) proceedings have been brought against the person for that offence in respect of that conduct and the proceedings are ongoing, or
(ii) the person has been convicted of that offence in respect of that conduct,
;
(b) in paragraph (b), omit “or continued”.
In section 44 of the Economic Crime (Transparency and Enforcement) Act 2022 (interpretation), at the appropriate places, insert—
“the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;
“service address” has the same meaning as in the Companies Acts (see section 1141(1) and (2) of the Companies Act 2006).
177 Meaning of “registered overseas entity” in land registration legislation
(1) In Schedule 4A to the Land Registration Act 2002 (overseas entities), for paragraph 8 substitute—
8 (1) For the purpose of this Schedule, an overseas entity that has failed to comply with any of the following duties is not to be treated as being a “registered overseas entity” until it remedies the failure.
(2) The duties are—
(a) the duty to deliver to the registrar of companies the documents required by section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty);
(b) the duty to provide information to the registrar of companies in accordance with a notice under section 1092A of the Companies Act 2006 (power of registrar to require information).
(3) For the purposes of this paragraph the failure is remedied when the documents are delivered, or the information is provided, to the registrar of companies.
(2) 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).
(3) 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—
(2) For the purpose of this schedule, an overseas entity that has failed to comply with any of the following duties is not to be treated as being a “registered overseas entity” until it remedies the failure.
(3) The duties are—
(a) the duty to deliver to the registrar of companies the documents required by section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty);
(b) the duty to provide information to the registrar of companies in accordance with a notice under section 1092A of the Companies Act 2006 (power of registrar to require information).
(4) For the purposes of sub-paragraph (2) the failure is remedied when the documents are delivered, or the information is provided, to the registrar of companies.
(4) In Schedule 8A to the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) (overseas entities), for paragraph 7 substitute—
7 (1) For the purpose of this Schedule, an overseas entity that fails to comply with any of the following duties is not to be treated as being a “registered overseas entity” until it remedies the failure.
(2) The duties are—
(a) the duty to deliver to the registrar of companies the documents required by section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty);
(b) the duty to provide information to the registrar of companies in accordance with a notice under section 1092A of the Companies Act 2006 (power of registrar to require information).
(3) For the purposes of this paragraph a failure is remedied when the documents are delivered, or the information is provided, to the registrar of companies.
178 Power to apply Part 1 amendments to register of overseas entities
(1) 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.
(2) 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.
(3) 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—
(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 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.
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.
(1) Schedule 9 amends the Proceeds of Crime Act 2002 to make provision for a civil recovery regime in relation to cryptoassets.
(2) It also contains related amendments.
(1) 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—
(a) are intended to be used for the purposes of terrorism,
(b) consist of resources of an organisation which is a proscribed organisation, or
(c) are, or represent, property obtained through terrorism.
(2) Part 2 of Schedule 10 amends the Terrorism Act 2000 to make provision about financial institutions and cryptoassets.
182 Money laundering: exiting and paying away exemptions
(1) The Proceeds of Crime Act 2002 is amended as follows.
(2) In section 327 (concealing etc), after subsection (2C) insert—
(2D) A person (“P”) who does an act mentioned in paragraph (c) or (d) of subsection (1) does not commit an offence under that subsection if—
(a) P is carrying on business in the regulated sector that is not excluded business,
(b) P does the act, in the course of that business—
(i) in transferring or handing over to a customer or client money or other property of, or owing to, the customer or client, and
(ii) for the purposes of the termination of P’s business relationship with the customer or client,
(c) the total value of the criminal property so transferred or handed over to the customer or client by P for those purposes is less than the threshold amount determined under section 339A for the act, and
(d) before the act is done, P has complied with the customer due diligence duties.
(2E) For the purposes of subsection (2D)—
(a) business is “excluded” if it is of a description specified in regulations made by the Secretary of State for the purposes of this paragraph;
(b) a reference to property being transferred or handed over to the customer or client includes a reference to property being transferred or handed over to another person at the direction of the customer or client;
(c) “customer due diligence duties” means all duties imposed on P in relation to the customer or client by regulation 28(2), (3), (3A), (4), (8) or (10) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692) (customer due diligence measures).
(3) In section 328 (arrangements), after subsection (5) insert—
(6) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if—
(a) P is carrying on business in the regulated sector that is not excluded business,
(b) P does the act, in the course of that business—
(i) in transferring or handing over to a customer or client money or other property of, or owing to, the customer or client, and
(ii) for the purposes of the termination of P’s business relationship with the customer or client,
(c) the total value of the criminal property so transferred or handed over to the customer or client by P for those purposes is less than the threshold amount determined under section 339A for the act, and
(d) before the act is done, P has complied with the customer due diligence duties.
(7) For the purposes of subsection (6)—
(a) business is “excluded” if it is of a description specified in regulations made by the Secretary of State for the purposes of this subsection;
(b) a reference to property being transferred or handed over to the customer or client includes a reference to property being transferred or handed over to another person at the direction of the customer or client;
(c) “customer due diligence duties” means all duties imposed on P in relation to the customer or client by regulation 28(2), (3), (3A), (4), (8) or (10) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692) (customer due diligence measures).
(4) In section 329 (acquisition, use and possession), after subsection (2C) insert—
(2D) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if—
(a) P is carrying on business in the regulated sector that is not excluded business,
(b) P does the act, in the course of that business—
(i) in transferring or handing over to the customer or client property of, or owing to, a customer or client, and
(ii) for the purposes of the termination of P’s business relationship with the customer or client,
(c) the total value of the criminal property so transferred or handed over to the customer or client by P for those purposes is less than the threshold amount determined under section 339A for the act, and
(d) before the act is done, P has complied with the customer due diligence duties.
(2E) For the purposes of subsection (2D)—
(a) business is “excluded” if it is of a description specified in regulations made by the Secretary of State for the purposes of this subsection;
(b) a reference to property being transferred or handed over to the customer or client includes a reference to property being transferred or handed over to another person at the direction of the customer or client;
(c) “customer due diligence duties” means all duties imposed on P in relation to the customer or client by regulation 28(2), (3), (3A), (4), (8) or (10) of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692) (customer due diligence measures).
(5) In section 339A (threshold amounts)—
(a) for subsection (1) substitute—
(1) In this section—
(a) subsections (2) to (6) apply for the purposes of sections 327(2C), 328(5) and 329(2C), and
(b) subsection (6A) applies for the purposes of sections 327(2D), 328(6) and 329(2D).
;
(b) after subsection (6) insert—
(6A) The threshold amount for acts done by a person carrying on business in the regulated sector, for the purposes of the termination of a business relationship with a customer or client, is £1000.
;
(c) in subsection (7), after “subsection (2)” insert “or (6A)”.
(6) In section 340 (interpretation of Part 7), after subsection (16) insert—
(17) “Business relationship” means a business, professional or commercial relationship between a person carrying on business in the regulated sector and a customer or client, where the relationship—
(a) arises out of the business of that person, and
(b) is expected by that person, at the time when contact is established, to have an element of duration.
(7) In section 459 (orders and regulations)—
(a) in subsection (4), after paragraph (aza) insert—
(azaa) regulations under section 327(2E)(a), 328(7)(a) or 329(2E)(a);
;
(b) after subsection (6ZB) insert—
(6ZBA) No regulations may be made by the Secretary of State under section 327(2E)(a), 328(7)(a) or 329(2E)(a) unless a draft of the regulations has been laid before Parliament and approved by a resolution of each House.
183 Money laundering: exemptions for mixed-property transactions
(1) The Proceeds of Crime Act 2002 is amended as follows.
(2) In section 327 (concealing etc), after subsection (2E) (inserted by section 182) insert—
(2F) A person (“P”) who does an act mentioned in paragraph (c), (d) or (e) of subsection (1) does not commit an offence under that subsection if—
(a) P is carrying on business in the regulated sector,
(b) P does the act in the course of that business, on behalf of a customer or client, in operating an account or accounts maintained with P or in connection with holding any property for the customer or client,
(c) at the time of the act, P knows or suspects that part but not all of the funds in the account or accounts, or of the property so held, is criminal property (“the relevant criminal property”),
(d) it is not possible, at the time the act takes place, to identify the part of the funds or property that is the relevant criminal property, and
(e) the value of the funds in the account or accounts, or of the property so held, is not, as a direct or indirect result of the act, less than the value of the relevant criminal property at the time of the act.
(2G) Where subsection (2F) applies—
(a) if P does the act in operating an account or accounts, the funds in the account or accounts immediately after the act are assumed to include the relevant criminal property, and
(b) if P does the act in connection with holding any property for the customer or client, such of that property as is held by P immediately after the act is assumed to include the relevant criminal property.
(3) In section 328 (arrangements), after subsection (7) (inserted by section 182) insert—
(8) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if—
(a) P is carrying on business in the regulated sector,
(b) P does the act in the course of that business, on behalf of a customer or client, in operating an account or accounts maintained with P or in connection with holding any property for the customer or client,
(c) at the time of the act, P knows or suspects that part but not all of the funds in the account or accounts, or of the property so held, is criminal property (“the relevant criminal property”),
(d) it is not possible, at the time the act takes place, to identify the part of the funds or property that is the relevant criminal property, and
(e) the value of the funds in the account or accounts, or of the property so held, is not, as a direct or indirect result of the act, less than the value of the relevant criminal property at the time of the act.
(9) Where subsection (8) applies—
(a) if P does the act in operating an account or accounts, the funds in the account or accounts immediately after the act are assumed to include the relevant criminal property, and
(b) if P does the act in connection with holding any property for the customer or client, such of that property as is held by P immediately after the act is assumed to include the relevant criminal property.
(4) In section 329 (acquisition, use and possession), after subsection (2E) (inserted by section 182), insert—
(2F) A person (“P”) who does an act mentioned in subsection (1) does not commit an offence under that subsection if—
(a) P is carrying on business in the regulated sector,
(b) P does the act in the course of that business, on behalf of a customer or client, in operating an account or accounts maintained with P or in connection with holding any property for the customer or client,
(c) at the time of the act, P knows or suspects that part but not all of the funds in the account or accounts, or of the property so held, is criminal property (“the relevant criminal property”),
(d) it is not possible, at the time the act takes place, to identify the part of the funds or property that is the relevant criminal property, and
(e) the value of the funds in the account or accounts, or of the property so held, is not, as a direct or indirect result of the act, less than the value of the relevant criminal property at the time of the act.
(2G) Where subsection (2F) applies—
(a) if P does the act in operating an account or accounts, the funds in the account or accounts immediately after the act are assumed to include the relevant criminal property, and
(b) if P does the act in connection with holding any property for the customer or client, such of that property as is held by P immediately after the act is assumed to include the relevant criminal property.
184 Money laundering: offences of failing to disclose
(1) The Proceeds of Crime Act 2002 is amended as follows.
(2) In section 330 (failure to disclose: regulated sector)—
(a) subsection (7A) is moved to after subsection (7B) and is renumbered subsection (7C);
(b) after that subsection as moved and renumbered, insert—
(7D) Nor does a person commit an offence under this section if—
(a) the information or other matter mentioned in subsection (3) consists of or includes information that was obtained only in consequence of the carrying out of a status check under section 40 of the Immigration Act 2014 or an immigration check under section 40A of that Act or both, and
(b) but for the information so obtained the person would not have reasonable grounds for knowing or suspecting that another person is engaged in money laundering.
(3) In section 331 (failure to disclose: nominated officers in the regulated sector), after subsection (6A) insert—
(6B) Nor does a person commit an offence under this section if—
(a) the information or other matter disclosed to the person under section 330 consists of or includes information that was obtained only in consequence of the carrying out of a status check under section 40 of the Immigration Act 2014 or an immigration check under section 40A of that Act or both, and
(b) but for the information so obtained the person would not have reasonable grounds for knowing or suspecting that another person is engaged in money laundering.
(1) Section 339ZH of the Proceeds of Crime Act 2002 (further information orders) is amended in accordance with subsections (2) to (11).
(2) In the heading for “Further information” substitute “Information”.
(3) In subsection (1)—
(a) for “a further” substitute “an”;
(b) for “either condition 1 or condition 2” substitute “one of conditions 1 to 4”.
(4) In subsection (3) for “A further” substitute “An”.
(5) In subsection (4) for “a further” substitute “an”.
(6) In subsection (5) for “a further” substitute “an”.
(7) After subsection (6) insert—
(6A) Condition 3 for the making of an information order is met if—
(a) the information would assist an authorised NCA officer to conduct—
(i) operational analysis of information that is relevant to money laundering or suspected money laundering, or
(ii) strategic analysis identifying trends or patterns in the conduct of money laundering, or systemic deficiencies or vulnerabilities which have been, are being or are likely to be, exploited for the purposes of money laundering,
for the purposes of the criminal intelligence function of the National Crime Agency, so far as it relates to money laundering,
(b) the respondent is a person carrying on a business in the regulated sector,
(c) where the application for the order is made to a magistrates’ court, the person making the application has had regard to the code of practice under section 339ZL,
(d) where the application for the order is made to the sheriff—
(i) the application is made by a procurator fiscal at the request of the Director General of the National Crime Agency or an authorised NCA officer, and
(ii) the person making that request has had regard to the code of practice under section 339ZL, and
(e) it is reasonable in all the circumstances for the information to be provided.
(6B) Condition 4 for the making of an information order is met if—
(a) a request has been made by a foreign FIU to the National Crime Agency for the provision of the information required to be given under the order,
(b) an authorised NCA officer has reasonable grounds to believe that the request was made only for the purpose of assisting the foreign FIU to conduct one or both of the following—
(i) operational analysis of information that is relevant to money laundering or suspected money laundering, or
(ii) strategic analysis identifying trends or patterns in the conduct of money laundering, or systematic deficiencies or vulnerabilities which have been, are being or are likely to be, exploited for the purposes of money laundering,
and that the information is likely to be of substantial value to the foreign FIU in carrying out such analysis,
(c) the provision of the information by the National Crime Agency to the foreign FIU would be for the purposes of the criminal intelligence function of the National Crime Agency, so far as it relates to money laundering,
(d) the respondent is a person carrying on a business in the regulated sector,
(e) where the application for the order is made to a magistrates’ court, the person making the application has had regard to the code of practice under section 339ZL,
(f) where the application for the order is made to the sheriff—
(i) the application is made by a procurator fiscal at the request of the Director General of the National Crime Agency or an authorised NCA officer, and
(ii) the person making that request has had regard to the code of practice under section 339ZL, and
(g) it is reasonable in all the circumstances for the information to be provided.
(8) In subsection (7) for “A further” substitute “An”.
(9) In subsection (8) for “a further” substitute “an”.
(10) In subsection (12), at the appropriate places, insert—
“authorised NCA officer” means a National Crime Agency officer authorised by the Director General (whether generally or specifically) for the purposes of this section;
;
“the criminal intelligence function” has the meaning given by section 1(5) of the Crime and Courts Act 2013;
;
“foreign FIU” means a body in a foreign country carrying out the functions of a financial intelligence unit within the meaning of Recommendation 29 of the Financial Action Task Force (as that Recommendation has effect from time to time);
.
(11) 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,”.
(12) After section 339ZK of the Proceeds of Crime Act 2002 insert—
Code of practice about certain information orders
339ZL (1) The Secretary of State must make a code of practice in connection with the exercise of the following functions by the Director General of the National Crime Agency or an authorised NCA officer—
(a) the making of an application to the magistrates’ court for an information order in reliance on Condition 3 or 4 in section 339ZH being met;
(b) the making of a request to a procurator fiscal for the procurator fiscal to apply for an information order in reliance on Condition 3 or 4 in section 339ZH being met.
(2) Where the Secretary of State proposes to issue a code of practice the Secretary of State must—
(a) publish a draft,
(b) consider any representations made about the draft, and
(c) if the Secretary of State thinks appropriate, modify the draft in the light of any such representations.
(3) A requirement in paragraph (a), (b) or (c) of subsection (2) may be satisfied by the carrying out of the action required by the paragraph in question before this section comes into force.
(4) The Secretary of State must lay a draft of the code before Parliament.
(5) When the Secretary of State has laid a draft of the code before Parliament the Secretary of State may bring it into operation by regulations.
(6) The Secretary of State may revise the whole or any part of the code and issue the code as revised; and subsections (2) to (5) apply to a revised code as they apply to the original code.
(7) A failure by a person to comply with a provision of the code does not of itself make the person liable to criminal or civil proceedings.
(8) The code is admissible in evidence in criminal or civil proceedings and is to be taken into account by a court or tribunal in any case in which it appears to the court or tribunal to be relevant.
(9) A code of practice made under this section may be combined with a code of practice under section 22F of the Terrorism Act 2000 (code of practice relating to information orders under section 22B(1A) of that Act).
(10) In this section “authorised NCA officer” has the meaning given in section 339ZH(12).
(13) In section 459 of that Act (orders and regulations)—
(a) in subsection (4), after paragraph (azaa) (inserted by section 182(7)(a) of this Act) insert—
(azab) regulations under section 339ZL(5);
;
(b) after subsection (6ZBA) (inserted by section 182(7)(b) of this Act) insert—
(6ZBB) No regulations may be made by the Secretary of State under section 339ZL(5) unless a draft of the regulations has been laid before Parliament and approved by a resolution of each House.
(14) In consequence of further information orders being renamed information orders by this section, the following amendments are also made to that Act—
(a) in the italic heading before section 339ZH for “Further information” substitute “Information”;
(b) in section 339ZI (statements), in subsection (1) for “a further” substitute “an”;
(c) in section 339ZJ (appeals), in subsections (1) and (4)(a) for “a further” substitute “an”;
(d) in section 339ZK (supplementary)—
(i) in subsection (1) for “A further” substitute “An”;
(ii) in subsection (3) for “a further” substitute “an”;
(iii) in subsection (4) for “a further” substitute “an”;
(iv) in subsection (5) omit “further”;
(e) in section 340 (interpretation), in subsection (15) for “Further information” substitute “Information”.
(1) Section 22B of the Terrorism Act 2000 (further information orders) is amended in accordance with subsections (2) to (12).
(2) In the heading for “Further information” substitute “Information”.
(3) In subsection (1) for “a further” substitute “an”.
(4) After subsection (1) insert—
(1A) A magistrates’ court or (in Scotland) the sheriff may, on an application made—
(a) in the case of a magistrates’ court, by the Director General of the National Crime Agency or an authorised NCA officer, and
(b) in the case of the sheriff, by a procurator fiscal,
make an information order if satisfied that either condition 3 or condition 4 is met.
(5) In subsection (3) for “A further” substitute “An”.
(6) In subsection (4) for “a further” substitute “an”.
(7) In subsection (5) for “a further” substitute “an”.
(8) After subsection (6) insert—
(6A) Condition 3 for the making of an information order is met if—
(a) the information would assist an authorised NCA officer to conduct—
(i) operational analysis of information that is relevant to terrorist financing or suspected terrorist financing, or
(ii) strategic analysis identifying trends or patterns in the conduct of terrorist financing, or systemic deficiencies or vulnerabilities which have been, are being or are likely to be, exploited for the purposes of terrorist financing,
for the purposes of the criminal intelligence function of the National Crime Agency so far as it relates to terrorist financing,
(b) the respondent is a person carrying on a business in the regulated sector,
(c) where the application for the order is made to a magistrates’ court, the person making the application has had regard to the code of practice under section 22F,
(d) where the application for the order is made to the sheriff—
(i) the application is made by a procurator fiscal at the request of the Director General of the National Crime Agency or an authorised NCA officer, and
(ii) the person making that request has had regard to the code of practice under section 22F, and
(e) it is reasonable in all the circumstances for the information to be provided.
(6B) Condition 4 for the making of an information order is met if—
(a) a request has been made by a foreign FIU to the National Crime Agency for the provision of the information required to be given under the order,
(b) an authorised NCA officer has reasonable grounds to believe that the request was made only for the purpose of assisting the foreign FIU to conduct one or both of the following—
(i) operational analysis of information that is relevant to terrorist financing or suspected terrorist financing, or
(ii) strategic analysis identifying trends or patterns in the conduct of terrorist financing, or systematic deficiencies or vulnerabilities which have been, are being or are likely to be, exploited for the purposes of terrorist financing,
and that the information is likely to be of substantial value to the foreign FIU in carrying out such analysis,
(c) the provision of the information by the National Crime Agency to the foreign FIU would be for the purposes of the criminal intelligence function of the National Crime Agency, so far as it relates to terrorist financing,
(d) the respondent is a person carrying on a business in the regulated sector,
(e) where the application for the order is made to a magistrates’ court, the person making the application has had regard to the code of practice under section 22F,
(f) where the application for the order is made to the sheriff—
(i) the application is made by a procurator fiscal at the request of the Director General of the National Crime Agency or an authorised NCA officer, and
(ii) the person making that request has had regard to the code of practice under section 22F, and
(g) it is reasonable in all the circumstances for the information to be provided.
(9) In subsection (7) for “A further” substitute “An”.
(10) In subsection (8) for “a further” substitute “an”.
(11) In subsection (12), after “this section” insert “in reliance on Condition 1 or 2”.
(12) In subsection (14), at the appropriate places, insert—
“authorised NCA officer” means an officer of the National Crime Agency authorised by the Director General (whether generally or specifically) for the purposes of this section;
;
“the criminal intelligence function” has the meaning given by section 1(5) of the Crime and Courts Act 2013;
;
“foreign FIU” means a body in a foreign country carrying out the functions of a financial intelligence unit within the meaning of Recommendation 29 of the Financial Action Task Force (as that Recommendation has effect from time to time);
;
“terrorist financing” means—
for the purposes of subsection (6A), an act which constitutes an offence under any of sections 15 to 18;
for the purposes of subsection (6B), an act which constitutes a corresponding terrorist financing offence.
(13) After section 22E of the Terrorism Act 2000 insert—
Code of practice about certain information orders
22F (1) The Secretary of State must make a code of practice in connection with the exercise of the following functions by the Director General of the National Crime Agency or an authorised NCA officer—
(a) the making of an application to the magistrates’ court for an information order under section 22B(1A) (information orders made in reliance on Condition 3 or 4 in section 22B being met);
(b) the making of a request to a procurator fiscal for the procurator fiscal to apply for an information order under section 22B(1A).
(2) Where the Secretary of State proposes to issue a code of practice the Secretary of State must—
(a) publish a draft,
(b) consider any representations made about the draft, and
(c) if the Secretary of State thinks appropriate, modify the draft in the light of any such representations.
(3) A requirement in paragraph (a), (b) or (c) of subsection (2) may be satisfied by the carrying out of the action required by the paragraph in question before this section comes into force.
(4) The Secretary of State must lay a draft of the code before Parliament.
(5) When the Secretary of State has laid a draft of the code before Parliament the Secretary of State may bring it into operation by regulations.
(6) The Secretary of State may revise the whole or any part of the code and issue the code as revised; and subsections (2) to (5) apply to a revised code as they apply to the original code.
(7) A failure by a person to comply with a provision of the code does not of itself make the person liable to criminal or civil proceedings.
(8) The code is admissible in evidence in criminal or civil proceedings and is to be taken into account by a court or tribunal in any case in which it appears to the court or tribunal to be relevant.
(9) A code of practice made under this section may be combined with a code of practice under section 339ZL of the Proceeds of Crime Act 2002 (code of practice relating to certain information orders under section 339ZH of that Act).
(10) In this section “authorised NCA officer” has the meaning given in section 22B(14).
(14) In section 123(4) of that Act (orders and regulations subject to affirmative procedure), after paragraph (a) insert—
(aza) section 22F(5);
.
(15) In consequence of further information orders being renamed information orders by this section, the following amendments are also made to that Act—
(a) in the italic heading before section 22B for “Further information” substitute “Information”;
(b) in section 22C (statements), in subsection (1) for “a further” substitute “an”;
(c) in section 22D (appeals), in subsections (1) and (4)(a) for “a further” substitute “an”;
(d) in section 22E (supplementary)—
(i) in subsection (1) for “A further” substitute “An”;
(ii) in subsection (3) for “a further” substitute “an”;
(iii) in subsection (4) for “a further” substitute “an”;
(iv) in subsection (5) omit “further”;
(e) in section 120C (enforcement of orders in other parts of UK), in subsection (2)(a) omit “further”.
187 Enhanced due diligence: designation of high-risk countries
(1) The Sanctions and Anti-Money Laundering Act 2018 is amended as follows.
(2) In Schedule 2 (money laundering and terrorist financing etc)—
(a) in paragraph 4—
(i) the existing text becomes sub-paragraph (1);
(ii) after sub-paragraph (1) insert—
(2) Provide for the imposition of requirements relating to enhanced customer due diligence measures by reference to prescribed high-risk countries.
(3) Provision made by virtue of sub-paragraph (2) may in particular refer to a list of countries published by the Financial Action Task Force as it has effect from time to time.
;
(b) in paragraph 23, after sub-paragraph (2) insert—
(2A) In paragraph 4 (measures in relation to customers of relevant persons), the reference in sub-paragraph (2) to requirements includes requirements imposed by or under the Money Laundering Regulations 2017.
(3) In section 55 (parliamentary procedure for regulations)—
(a) 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”;
(b) 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”.
188 Direct disclosures of information: restrictions on civil liability
(1) The protections set out in subsection (2) apply in relation to a disclosure made by a person (“A”) to another person (“B”) if—
(a) A is carrying on business in circumstances where subsection (3) applies,
(b) B is also carrying on business in circumstances where that subsection applies,
(c) the information relates to a person who is a customer or former customer of A (“the customer”),
(d) either the request condition or the warning condition is met,
(e) A is satisfied that the disclosure of the information will or may assist B in carrying out relevant actions of B, and
(f) the disclosure is not a privileged disclosure.
(2) The protections are that, subject to subsection (11), the disclosure does not—
(a) give rise to a breach of any obligation of confidence owed by A, or
(b) give rise to any civil liability, on the part of A, to the person to whom the disclosed information relates.
(3) This subsection applies—
(a) where the business carried on is business in the regulated sector, and
(b) 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.
(4) The request condition is that—
(a) the disclosure is made in response to a request made by B, and
(b) 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.
(5) 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).
(6) For the purposes of subsection (5), “safeguarding action” means—
(a) terminating a business relationship with the customer,
(b) refusing the customer a product or service, or
(c) restricting the customer’s access to elements of a product or service available to other customers of A.
(7) 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.
(8) 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—
(a) is carrying on business in circumstances where subsection (3) applies, and
(b) 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.
(9) The protections are that, subject to subsection (11), the disclosure does not—
(a) give rise to a breach of any obligation of confidence owed by R, or
(b) give rise to any civil liability, on the part of R, to the person to whom the disclosed information relates.
(10) 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—
(a) give rise to a breach of any obligation of confidence owed by them, or
(b) give rise to any civil liability, on the part of R, to the person to whom the disclosed information relates.
This is subject to subsection (11).
(11) 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.
189 Indirect disclosure of information: restrictions on civil liability
(1) The protections set out in subsection (2) apply in relation to a disclosure made by a person (“A”) to another person (“B”) if—
(a) A is carrying on business in circumstances where subsection (3) applies,
(b) the information relates to a person who is a customer or former customer of A (“the customer”),
(c) due to concerns about the risk of economic crime, A has decided to—
(i) terminate a business relationship with the customer,
(ii) refuse the customer a product or service, or
(iii) restrict the customer’s access to elements of a product or service which are available to other customers,
(d) 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,
(e) to the extent that the information is personal data, the UK GDPR applies to the disclosure of the information by A,
(f) 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
(g) the disclosure is not a privileged disclosure.
(2) The protections are that, subject to subsection (10), the disclosure does not—
(a) give rise to a breach of any obligation of confidence owed by A, or
(b) give rise to any civil liability, on the part of A, to the person to whom the disclosed information relates.
(3) This subsection applies—
(a) where the business carried on is business in the regulated sector as—
(i) a deposit-taking body,
(ii) an electronic money institution,
(iii) a payment institution,
(iv) a cryptoasset exchange provider, or
(v) a custodian wallet provider,
(b) where—
(i) 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
(ii) 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
(c) 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.
(4) 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—
(a) C is carrying on business in circumstances where subsection (3) applies, and
(b) 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.
(5) The protections are that, subject to subsection (10), the disclosure does not—
(a) give rise to a breach of any obligation of confidence owed by B, or
(b) give rise to any civil liability, on the part of B, to the person to whom the disclosed information relates.
(6) 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.
(7) 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.
(8) The protections are that, subject to subsection (10), the disclosure does not—
(a) give rise to a breach of any obligation of confidence owed by R, or
(b) give rise to any civil liability, on the part of R, to the person to whom the disclosed information relates.
(9) 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—
(a) give rise to a breach of any obligation of confidence owed by them, or
(b) give rise to any civil liability, on their part, to the person to whom the disclosed information relates.
This is subject to subsection (10).
(10) Nothing in this section authorises a disclosure of information that would contravene, or prevents any civil liability arising under, the data protection legislation.
(11) In subsection (3)(b) “relevant financial year”—
(a) for the purposes of subsection (1)(a), means the financial year immediately preceding that in which the disclosure by A is made;
(b) for the purposes of subsection (4)(a), means the financial year immediately preceding that in which the disclosure to C is made.
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).
(1) For the purposes of sections 188 and 189, “privileged disclosure” means a disclosure of information made by a professional legal adviser or relevant professional adviser in circumstances where the information disclosed came to the adviser in privileged circumstances.
(2) Information comes to a professional legal adviser or relevant professional adviser in privileged circumstances if it is communicated or given to the adviser—
(a) 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,
(b) by (or by a representative of) a person seeking legal advice from the adviser, or
(c) by a person in connection with legal proceedings or contemplated legal proceedings.
(3) 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—
(a) testing the competence of those seeking admission to membership of such a body as a condition for such admission, and
(b) imposing and maintaining professional and ethical standards for its members, as well as imposing sanctions for non-compliance with those standards.
In sections 188 and 189, “relevant actions”, of a person, means the actions of—
(a) determining, for the purposes of preventing, detecting or investigating economic crime—
(i) 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;
(ii) the nature or extent of the measures;
(b) carrying out, for such purposes—
(i) effective measures for identifying or verifying the identity of, or
(ii) any other customer due diligence measures in respect of,
a customer or proposed customer of the person;
(c) determining, for such purposes, whether it is appropriate to—
(i) terminate an existing business relationship with a customer or proposed customer of the person;
(ii) decline to establish a new business relationship with such a customer;
(iii) decline to provide a product or service to such a customer;
(iv) restrict the access of such a customer to an existing product or service which is normally available to other customers;
(v) decline to carry out a transaction for such a customer.
(1) In sections 188 to 191, “business relationship” means a business, professional or commercial relationship between a person carrying on relevant business and a customer or client which—
(a) arises out of the business of the person, and
(b) has, or is expected by the person (at the time when contact is established) to have, an element of duration.
(2) In subsection (1) “relevant business” means—
(a) in the case of section 188 (and section 191 as it applies for the purposes of that section), business within section 188(3);
(b) in the case of section 189 (and section 191 as it applies for the purposes of that section), business within section 189(3).
(1) 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).
(2) 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.
(3) The Secretary of State may, by regulations, add an offence to or remove an offence from the list in Schedule 11.
194 Strategic litigation against public participation: requirement to make rules of court
(1) 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—
(a) that the claim is a SLAPP claim (see section 195), and
(b) that the claimant has failed to show that it is more likely than not that the claim would succeed at trial.
(2) Rules made in compliance with subsection (1) may include rules about how a determination under that subsection is to be made, including (in particular)—
(a) rules for determining the nature and extent of the evidence that may or must be considered;
(b) rules about the extent to which evidence may or must be tested;
(c) rules permitting or requiring the court to determine matters of fact by way of presumptions.
(3) 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.
(4) 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.
(5) 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.
(6) In this section—
“court” includes a tribunal;
“rules of court” means rules relating to the practice and procedure of a court or tribunal.
(1) For the purposes of section 194 a claim is a “SLAPP claim” if—
(a) 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,
(b) any of the information that is or would be disclosed by the exercise of that right has to do with economic crime,
(c) any part of that disclosure is or would be made for a purpose related to the public interest in combating economic crime, and
(d) any of the behaviour of the claimant in relation to the matters complained of in the claim is intended to cause the defendant—
(i) harassment, alarm or distress,
(ii) expense, or
(iii) any other harm or inconvenience,
beyond that ordinarily encountered in the course of properly conducted litigation.
(2) 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.
(3) For the purposes of this section, information mentioned in subsection (1)(b) “has to do with economic crime” if—
(a) 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
(b) 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.
(4) In determining whether any behaviour of the claimant falls within subsection (1)(d), the court may, in particular, take into account—
(a) 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;
(b) 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;
(c) 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.
(5) For the purposes of subsection (4)(c) a failure, or anticipated failure, is “relevant” so far as it relates to—
(a) the choice of jurisdiction,
(b) the use of dilatory strategies,
(c) the nature or amount of material sought on disclosure,
(d) the way to respond to requests for comment or clarification,
(e) the use of correspondence,
(f) making or responding to offers to settle, or
(g) the use of alternative dispute resolution procedures.
(6) 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).
(7) 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.
(1) 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)—
(a) the relevant body, or
(b) any person to whom, or to whose subsidiary undertaking, the associate provides services on behalf of the relevant body.
(2) A relevant body is also guilty of an offence under subsection (1) if—
(a) an employee of the relevant body commits a fraud offence intending to benefit (whether directly or indirectly) the relevant body,
(b) 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
(c) the parent undertaking is a relevant body which is a large organisation.
(3) 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.
(4) It is a defence for the relevant body to prove that, at the time the fraud offence was committed—
(a) 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
(b) it was not reasonable in all the circumstances to expect the body to have any prevention procedures in place.
(5) In subsection (4) “prevention procedures” means procedures designed to prevent persons associated with the body from committing fraud offences.
(6) A “fraud offence” is an act which constitutes—
(a) an offence listed in Schedule 13 (a “listed offence”), or
(b) aiding, abetting, counselling or procuring the commission of a listed offence.
(7) For the purposes of this section a person is associated with a relevant body if—
(a) the person is an employee, agent or subsidiary undertaking of the relevant body, or
(b) the person otherwise performs services for or on behalf of the body.
(8) 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).
(9) 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.
(10) 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.
(11) Where by virtue of subsection (10) proceedings against a relevant body for an offence are to be taken in Scotland—
(a) 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
(b) the offence is, for all purposes incidental to or consequential on the trial or punishment, deemed to have been committed in that district.
(12) A relevant body guilty of an offence under this section is liable—
(a) on conviction on indictment, to a fine;
(b) on summary conviction in England and Wales, to a fine;
(c) on summary conviction in Scotland or Northern Ireland, to a fine not exceeding the statutory maximum.
(13) 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).
(14) In this section “financial year”—
(a) in relation to a UK company, has the meaning given by the Companies Act 2006 (see section 390 of that Act);
(b) in relation to a relevant body that is not a UK company means—
(i) 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
(ii) 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.