Economic Crime and Corporate Transparency Act 2023

General offences and enforcement U.K.

102 General false statement offences U.K.

(1) The Companies Act 2006 is amended as follows.

(2) In section 1059A (scheme of Part 35), in subsection (3), for the entry relating to sections 1112 and 1113 substitute—

• “sections 1112, 1112A and 1113 (enforcement).”

(3) For section 1112 substitute—

“1112 False statements: basic offence

(1) It is an offence for a person, without reasonable excuse, to—

(a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or

(b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.

(2) Where the offence is committed by a firm, every officer of the firm 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.

1112A False statements: aggravated offence

(1) It is an offence for a person knowingly to—

(a) deliver or cause to be delivered to the registrar, for any purpose of the Companies Acts, a document that is misleading, false or deceptive in a material particular, or

(b) make to the registrar, for any purpose of the Companies Acts, a statement that is misleading, false or deceptive in a material particular.

(2) Where the offence is committed by a firm, every officer of the firm 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).”

(4) In section 1126 (consents required for certain prosecutions)—

(a) in subsection (1), for the entry relating to section 1112 substitute—

• “section 1112 or 1112A of this Act (false statement offences);”;

(b) in subsections (2)(a)(iv) and (3)(a)(iv), after “1112” insert “or 1112A”.

Commencement Information

I1 S. 102 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I2 S. 102 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z40)

103 False statement offences: national security etc defence U.K.

(1) The Companies Act 2006 is amended as follows.

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

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

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

“1112B False statements offences: national security etc defence

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

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

(a) in the interests of national security, or

(b) for the purposes of preventing or detecting serious crime.

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

(4) For the purposes of subsection (2)(b)—

(a) “crime” means conduct which—

(i) constitutes a criminal offence, or

(ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and

(b) crime is “serious” if—

(i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or

(ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.”

Commencement Information

I3 S. 103 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I4 S. 103 in force at 15.1.2024 in so far as not already in force by S.I. 2023/1206, reg. 3(d)

104 Financial penalties U.K.

(1) The Companies Act 2006 is amended as follows.

(2) In the heading to Part 36 (Offences under the Companies Acts), at the end insert “and financial penalties”.

(3) After section 1132 insert—

“Financial penalties U.K.

1132A Power to make provision for financial penalties

(1) The Secretary of State may by regulations make provision conferring power on the registrar to impose a financial penalty on a person if satisfied, beyond reasonable doubt, that the person has engaged in conduct amounting to a relevant offence under this Act.

(2) “Relevant offence under this Act” means any offence under this Act other than an offence under a provision contained in—

(a) Part 12 (company secretaries);

(b) Part 13 (resolutions and meetings);

(c) Part 16 (audit).

(3) The regulations may include provision—

(a) about the procedure to be followed in imposing penalties;

(b) about the amount of penalties;

(c) for the imposition of interest or additional penalties for late payment;

(d) conferring rights of appeal against penalties;

(e) about the enforcement of penalties.

(4) Provision made under subsection (3)(b) must ensure that the maximum financial penalty that may be imposed does not exceed £10,000.

(5) The regulations must provide that—

(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, and

(b) no proceedings may be brought against a person in respect of conduct amounting to an offence if the person has been given a financial penalty under the regulations in respect of that conduct.

(6) Amounts recovered by the registrar under the regulations are to be paid into the Consolidated Fund.

(7) Regulations under this section are subject to affirmative resolution procedure.

(8) In this section “conduct” means an act or omission.”

Commencement Information

I5 S. 104 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I6 S. 104 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z41)