Economic Crime (Transparency and Enforcement) Act 2022

2022 Chapter 10

An Act to set up a register of overseas entities and their beneficial owners and require overseas entities who own land to register in certain circumstances; to make provision about unexplained wealth orders; and to make provision about sanctions.

[15th March 2022]

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—C5

Annotations:

Modifications etc. (not altering text)

Act: power to amend conferred (26.10.2023 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 178(1), 219(1)(2)(b)

PART 1Registration of overseas entities

Introduction

I158 I49 I1161Overview

This Part—

a

sets up a register of overseas entities, which will include information about their beneficial owners (sections 3 to 32), and

b

makes provision that, broadly speaking, is designed to compel overseas entities to register if they own land (sections 33 and 34).

I65 I186 I532Definition of “overseas entity” etc

1

In this Part “overseas entity” means a legal entity that is governed by the law of a country or territory outside the United Kingdom.

2

In this Part “legal entity” means a body corporate, partnership or other entity that (in each case) is a legal person under the law by which it is governed.

The register and registration

I14 I6 I763Register of overseas entities

1

The registrar of companies for England and Wales (“the registrar”) must keep a register of overseas entities in accordance with this Part.

2

The register is to consist of—

a

a list of registered overseas entities,

b

documents delivered to the registrar under this Part or regulations made under it ~~F60, or otherwise in connection with the register~~,

F59ba

documents delivered to the registrar under or by virtue of Part 35 of the Companies Act 2006 in connection with the register or the delivery of other documents that, on registration, will form part of the register, and

c

any other information required to be included in the register by this Part or regulations made under it.

3

The list of registered overseas entities must contain the name of each overseas entity that—

a

has made an application for registration in accordance with the requirements of this Part (see section 4), and

b

has not been removed from the list under section 10.

I101 I117 I1634Application for registration

1

An application by an overseas entity for registration must be delivered to the registrar and contain—

a

the statement and information listed in row 1, 2 or 3 of the table, and, where applicable, the statement and information mentioned in subsection (3),

b

a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),

c

anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and

d

the name and contact details of an individual who may be contacted about the application.

2

This is the table—

	Statement	Information
1	A statement: a that the entity has identified one or more registrable beneficial owners and that it has no reasonable cause to believe there are others, and b that the entity is able to provide the required information about each registrable beneficial owner it has identified.	1 The required information about the entity. 2 The required information about each registrable beneficial owner that the entity has identified.
2	A statement that the entity has no reasonable cause to believe that it has any registrable beneficial owners.	1 The required information about the entity. 2 The required information about each managing officer of the entity.
3	A statement: a that the entity has reasonable cause to believe that there is at least one registrable beneficial owner that it has not identified, b that the entity is not able to provide the required information about one or more of the registrable beneficial owners it has identified, or c that paragraphs (a) and (b) both apply.	1 The required information about the entity. 2 The required information about each managing officer of the entity. 3 The required information about each registrable beneficial owner that the entity has identified or so much of that information as it has been able to obtain.

Statement

Information

A statement:

a
that the entity has identified one or more registrable beneficial owners and that it has no reasonable cause to believe there are others, and
b
that the entity is able to provide the required information about each registrable beneficial owner it has identified.

1
The required information about the entity.
2
The required information about each registrable beneficial owner that the entity has identified.

A statement that the entity has no reasonable cause to believe that it has any registrable beneficial owners.

1
The required information about the entity.
2
The required information about each managing officer of the entity.

A statement:

a
that the entity has reasonable cause to believe that there is at least one registrable beneficial owner that it has not identified,
b
that the entity is not able to provide the required information about one or more of the registrable beneficial owners it has identified, or
c
that paragraphs (a) and (b) both apply.

1
The required information about the entity.
2
The required information about each managing officer of the entity.
3
The required information about each registrable beneficial owner that the entity has identified or so much of that information as it has been able to obtain.

3

Where an application includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the application must also include—

a

the required information about the trust or so much of that information as the overseas entity has been able to obtain, and

b

a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain.

4

For the required information, see Schedule 1.

5

For the meaning of “registrable beneficial owner”, see Schedule 2.

6

The Secretary of State may by regulations specify additional statements or information that must be included in an application under this section.

7

Regulations under subsection (6) are subject to the negative resolution procedure.

I165 I124 I2075Registration and allocation of overseas entity ID

1

On the registration of an overseas entity under this Part, the registrar must—

a

record the date of registration in the register,

b

allocate an overseas entity ID to the entity, and

c

record the overseas entity ID in the register.

2

Overseas entity IDs are to be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.

3

The registrar may adopt a new form of overseas entity ID and make such changes to existing overseas entity IDs as appear necessary.

4

A change of an overseas entity ID has effect from the date on which the overseas entity is notified by the registrar of the change.

a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),

d

anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and

e

the name and contact details of an individual who may be contacted about the statements and information.

2

This is the table referred to in subsection (1)(b)—

	Statement	Information
1	A statement that the entity has noreasonable cause to believe thatanyone has become or ceased to be aregistrable beneficial owner duringthe update period.
2	A statement that the entity has reasonable cause to believe that at least one person has become or ceased to be a registrable beneficial owner during the update period.	1 The required information about each person who has become or ceased to be a registrable beneficial owner during the update period, or so much of that information as the entity has been able to obtain. 2 The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.

3

Where information provided under subsection (1)(a) includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(a) to provide—

a

the required information about the trust or so much of that information as the overseas entity has been able to obtain, ~~F6and~~

b

a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtainF7, and

c

the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

4

Where information provided under subsection (1)(b) includes information that a person who became or ceased to be a registrable beneficial owner was a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(b) to provide—

a

the required information about the trust or so much of that information as the overseas entity has been able to obtain, ~~F8and~~

b

a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtainF9, and

c

in the case where the information provided under subsection (1)(b) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

F104A

This is the table referred to in subsections (3)(c) and (4)(c)—

	Statement	Information
1	A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity.	1 The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain. 2 The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.

5

For the required information, see Schedule 1.

6

~~F11The information required by subsection~~ ~~(1)(a), and any statements required by subsection~~ ~~(1)(a)~~ or ~~(b), must relate to the state of affairs as at the end of the update period.~~

F11Any statements required by subsection (1)(a) or (b) must relate to the state of affairs as at the end of the update period.

7

~~F11Any information required by subsection~~ ~~(1)(b)~~ ~~as a result of a person having become or ceased to be a registrable beneficial owner must relate to the time when the person became or ceased to be a registrable beneficial owner.~~

F11Any information—

a

required by subsection (1)(a) or (b) as a result of a person having become or ceased to be a beneficiary under a trust, or

b

required by subsection (1)(b) as a result of a person having become or ceased to be a registrable beneficial owner of an overseas entity,

must relate to the time when the person so became or so ceased.

F117A

Any other information required by subsection (1)(a) must relate to the state of affairs as at the end of the update period.

8

A requirement in subsection (1) to provide information may be met (in whole or in part) by confirming information previously provided.

9

For the purposes of this section, each of the following is an update period—

a

the period of 12 months beginning with the date of the overseas entity’s registration;

b

each period of 12 months beginning with the day after the end of the previous update period.

10

But a registered overseas entity may shorten an update period by—

a

notifying the registrar of the shortened update period, and

b

delivering the statements and information required by subsection (1) within the period of 14 days after that shortened update period.

11

The Secretary of State may by regulations amend this section for the purpose of changing the meaning of update period in this section.

12

Regulations under this section are subject to the affirmative resolution procedure.

This is the table referred to in subsection (1)(c)—

	Statement	Information
1	A statement that the entity has noreasonable cause to believe thatanyone has become or ceased to be aregistrable beneficial owner duringthe relevant period.
2	A statement that the entity has reasonable cause to believe that at least one person has become or ceased to be a registrable beneficial owner during the relevant period.	1 The required information about each person who has become or ceased to be a registrable beneficial owner during the relevant period, or so much of that information as the entity has been able to obtain. 2 The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.

I2483

Where information provided under subsection (1)(b) includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(b) to provide—

a

the required information about the trust or so much of that information as the overseas entity has been able to obtain, ~~F14and~~

b

a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtainF15, and

c

the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

I2484

Where information provided under subsection (1)(c) includes information that a person who became or ceased to be a registrable beneficial owner was a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(c) to provide—

a

the required information about the trust or so much of that information as the overseas entity has been able to obtain, ~~F16and~~

b

a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtainF17, and

c

in the case where the information provided under subsection (1)(c) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.

F184A

This is the table referred to in subsections (3)(c) and (4)(c)—

	Statement	Information
1	A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity.	1 The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain. 2 The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.

I2485

For the required information, see Schedule 1.

I2486

For the purposes of ~~F19subsection~~ ~~(2)~~F19this section “the relevant period” means the period—

a

beginning with the date of the overseas entity’s registration or (if later) the end of its last update period, and

b

ending with the date of the application for removal.

I2487

~~F20The information required by subsection~~ ~~(1)(b), and any statements required by subsection~~ ~~(1)(b)~~ or ~~(c), must relate to the state of affairs as at the time of the application for removal.~~

F20Any statements required by subsection (1)(b) or (c) must relate to the state of affairs as at the time of the application for removal.

I2488

~~F20Any information required by subsection~~ ~~(1)(c)~~ ~~as a result of a person having become or ceased to be a registrable beneficial owner must relate to the time when the person became or ceased to be a registrable beneficial owner.~~

F20Any information—

a

required by subsection (1)(b) or (c) as a result of a person having become or ceased to be a beneficiary under a trust, or

b

I15112

For the purposes of subsection (10)(b)(i)—

a

the reference to an overseas entity’s being entered as proprietor in the proprietorship section of a title sheet is a reference to the name of the entity being so entered, and

b

the date on which an overseas entity is entered as proprietor in the proprietorship section of a title sheet is, where the entry is made by virtue of an application for registration, the date of registration as determined under section 37 of the Land Registration etc. (Scotland) Act 2012 (date and time of registration).

I35 I13710Processing of application under section 9

b

if they are, to provide or confirm information of the kind mentioned in subsection (2) or (3) so far as relating to the person, or a trust of which they are or were a trustee.

6

A notice under subsection (4) or (5) must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.

7

A person given a notice under subsection (4) or (5) is not required by that notice to disclose any information in respect of which a claim to legal professional privilege or, in Scotland, confidentiality of communications, could be maintained in legal proceedings.

I120 I77 I3913Additional powers to obtain information

1

An overseas entity may give a person an information notice under this section if it knows or has reasonable cause to believe that the person knows the identity of—

a

a person who is a registrable beneficial owner in relation to the overseas entity,

b

any legal entity not falling within paragraph (a) that is a beneficial owner in relation to the overseas entity, or

c

a person likely to have knowledge of the identity of a person within paragraph (a) or (b).

2

An information notice under this section is a notice requiring the addressee—

a

to state whether or not the addressee knows the identity of a person within paragraph (a), (b) or (c) of subsection (1), and

b

if so—

i

to supply any information that the addressee has that might help the overseas entity to identify that person, and

ii

to state whether that information is being supplied with the knowledge of the person to whom it relates.

3

An information notice under this section must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.

4

A person given a notice under subsection (1) is not required by that notice to disclose any information in respect of which a claim to legal professional privilege or, in Scotland, confidentiality of communications, could be maintained in legal proceedings.

5

In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified.

F226

A reference in this section to a person who is a registrable beneficial owner in relation to an overseas entity includes, in connection with the obtaining of information required by section 7(1)(b), 9(1)(c) or 42(1)(c)(i), a reference to a person who has ceased to be a registrable beneficial owner.

I243 I96 I11114Sections 12 and 13: supplementary

1

The Secretary of State may by regulations make further provision about the giving of notices under section 12 or 13, including provision about the form and content of any such notices and the manner in which they must be given.

2

Regulations under subsection (1) are subject to the negative resolution procedure.

15F39Failure to comply with notice under section 12 or 13

1

A person who, without reasonable excuse, fails to comply with a notice under section 12 or 13 commits an offence.

2

d

on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).

on summary conviction in Scotland, by a fine not exceeding level 5 on the standard scale;

c

on summary conviction in Northern Ireland, by a fine not exceeding level 5 on the standard scale.

3

The first regulations under this section must be made so as to come into force before any applications may be made under section 4(1).

4

Regulations under this section are subject to the negative resolution procedure.

Exemptions

I204 I60 I13117Power to modify application process etc in certain cases

1

The Secretary of State may by regulations modify the application requirements or the update requirements in relation to overseas entities of a description specified in the regulations.

2

The regulations may modify the application or update requirements in relation to a description of overseas entity only if the Secretary of State considers that the modifications are appropriate in light of the information that is publicly available otherwise than by virtue of this Part.

3

Regulations under subsection (1) may make such modifications to this Part as are consequential on those regulations.

4

Regulations under subsection (1) are subject to the negative resolution procedure.

5

In this section—

“the application requirements” means the requirements as to the contents of applications under section 4 or 9;
“the update requirements” means the requirements as to the material that must be delivered to the registrar under section 7.

17AF2Exceptions to duty to provide change of beneficiary information

1

The Secretary of State may by regulations provide for exceptions to the requirement to deliver information by virtue of section 7(3)(c) or (4)(c) or 9(3)(c) or (4)(c).

2

The Secretary of State must consult the Scottish Ministers before making regulations under subsection (1) that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.

3

The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under subsection (1) that contain provision that—

a

would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and

b

would not, if contained in a Bill for an Act of the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998.

4

Regulations under subsection (1) are subject to the negative resolution procedure.

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.

Language requirement

Inspection of the register and protection of information

I237 I55 I9121Inspection and copies of register

1

Any person may—

a

inspect the register (but see the exceptions in section 22);

b

require a copy of any material on the register that is available for inspection.

2

The registrar may specify the form and manner in which an application is to be made for inspection or a copy.

3

The registrar may determine the form and manner in which copies are to be provided.

4

Section 1091 of the Companies Act 2006 (certification of copies), and any regulations made under it, apply in relation to copies provided under this section as they apply in relation to the copies provided as mentioned in that section.

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—
1. a
  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
2. b
  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.

23F40Disclosure of protected information

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

Regulations under this section may in particular confer a discretion on the registrar.

9

Regulations under this section are subject to affirmative resolution procedure.

I44 I2 I17826Data protection

b

in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one half of level 5 on the standard scale.

C428F44Administrative removal of material from the register

1

The registrar may remove from the register anything that appears to the registrar to be—

a

a document, or material derived from a document, accepted under section 1073 of the Companies Act 2006 (power to accept documents not meeting requirements for proper delivery), or

b

unnecessary material as defined by section 1074 of the Companies Act 2006.

2

The power to remove material from the register under this section may be exercised—

a

on the registrar’s own motion, or

b

on an application made in accordance with regulations under section 28A(2).

3

The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations.

4

Regulations under this section are subject to the negative resolution procedure.

28AF44Further provision about removal of material from the register

1

The Secretary of State must by regulations make provision for notice to be given in accordance with the regulations where material is removed from the register under section 28 otherwise than on an application.

2

The Secretary of State must by regulations make provision in connection with the making and determination of applications for the removal of material from the register under section 28.

3

The provision that may be made under subsection (2) includes provision as to—

a

who may make an application,

b

the information to be included in and documents to accompany an application,

c

the notice to be given of an application and of its outcome,

d

a period in which objections to an application may be made, and

e

how an application is to be determined, including provision as to evidence that may be relied upon by the registrar for the purposes of satisfying the test in section 28 (1).

4

The provision that may be made by virtue of subsection (3)(e) includes provision as to circumstances in which—

a

evidence is to be treated by the registrar as conclusive proof that the test in section 28 (1) is met, and

b

the power of removal must be exercised.

5

Regulations under this section may in particular confer a discretion on the registrar.

6

Regulations under this section are subject to the negative resolution procedure.

F4829Application to rectify register

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F5529A

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

C3 I114 I135 I14830Court order to rectify register

1

The registrar must remove from the register any material—

a

that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the overseas entity, or

b

that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,

and that the court directs should be removed from the register.

2

The court order must specify what is to be removed from the register and indicate where on the register it is.

3

A copy of the court’s order must be sent to the registrar for registration.

I173 I184 I21531Court powers on ordering removal of material from the register

1

Where the court makes an order for the removal of anything from the register under section 30, it may give directions under this section.

2

It may direct that any note on the register that is related to the material that is the subject of the court’s order is to be removed from the register.

3

It may direct that its order is not to be available for public inspection as part of the register.

4

It may direct—

a

that no note is to be made on the register as a result of its order, or

b

that any such note is to be restricted to such matters as may be specified by the court in the direction.

5

The court must not give any direction under this section unless it is satisfied—

a

that—

i

the presence on the register of the note or, as the case may be, of an unrestricted note, or

ii

the availability for public inspection of the court’s order,

6

The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under subsection (4).

7

Regulations under subsection (4) are subject to the affirmative resolution procedure.

I172 I20134Power to require overseas entity to register if it owns certain land

a freehold estate in land, or

b

a leasehold estate in land granted for a term of more than seven years from the date of grant,

of which the overseas entity became a registered proprietor in pursuance of an application made on or after 1 January 1999.

7

In subsection (6) “registered proprietor” in relation to an estate means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar.

8

In subsection (4)(b) “qualifying registrable deed” means a registrable deed (within the meaning of the Land Registration etc. (Scotland) Act 2012) which is—

a

a disposition,

b

a standard security,

c

a lease (including a sub-lease), or

d

an assignation of a lease (including a sub-lease).

9

For the purposes of subsection (4)(b), a qualifying registrable deed is to be treated, as at the date of delivery, as having been granted even if at that time it has been executed by the overseas entity only.

10

In this section “the transitional period” means the period of 6 months beginning with the day on which section 3(1) comes fully into force.

In this section—

“exempt overseas entity” means an entity of a description specified in regulations under section 34(6);
“relevant disposition of land” has the meaning given by section 41(4);
“transitional period” has the meaning given by section 41(10).

I18 I130 I22043Section 42: supplementary

1

Section 12 has effect as if—

a

subsection (1) included a reference to an overseas entity being under a duty to comply with that section before delivering statements and information under section 42(1)(c)(i);

b

subsection (2) included a reference to obtaining information for the purposes of section 42(1)(c)(i).

F301A

In subsection (1) the reference to section 12 is to that section as it had effect before the amendments made by Schedule 6 to the Economic Crime and Corporate Transparency Act 2023 (duty to deliver information about changes in beneficiaries).

2

The Secretary of State may by regulations make further provision in connection with—

a

the provision of information under section 42(1)(c),

b

the verification of that information, or

c

the processing of that information by the registrar,

including provision modifying any provision made by or under this Part or applying any provision made by or under this Part with modifications.

3

Regulations under this section are subject to the negative resolution procedure.

43AF3Duty to deliver further information for transitional cases

Schedule 6 (duty to deliver further information for transitional cases) imposes further duties on overseas entities to deliver information.

Interpretation

I59 I78 I9244Interpretation

1

In this Part—

“beneficial owner”, in relation to an overseas entity, has the meaning given by Part 2 of Schedule 2;
F49“the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;
“the court” has the same meaning as in the Companies Acts (see section 1156 of the Companies Act 2006);
“document” means information in any recorded form F69and references to delivering a document are to be read in accordance with section 1114(1)(b) of the Companies Act 2006;
“government or public authority” means—
1. a
  a corporation sole;
2. b
  a government or government department of a country or territory or a part of a country or territory;
3. c
  an international organisation whose members include two or more countries or territories (or their governments);
4. d
  a local authority or local government body in the United Kingdom or elsewhere;
5. e
  any other public authority in the United Kingdom or elsewhere;
“legal entity” has the meaning given by section 2;
“managing officer”, in relation to an overseas entity, includes a director, manager or secretary;
“overseas entity” has the meaning given by section 2;
“register” means the register kept under section 3;
“registered”: an overseas entity is registered if its name appears in the list of registered overseas entities kept in accordance with section 3(3);
“registrable beneficial owner”, in relation to an overseas entity, has the meaning given by Schedule 2;
“the registrar” has the meaning given by section 3(1).
F49“service address” has the same meaning as in the Companies Acts (see section 1141(1) and (2) of the Companies Act 2006).

2

~~F31A reference in section 12 or 13 to a person who is a registrable beneficial owner of an overseas entity includes, in connection with the obtaining of information required by section 7(1)(b), 9(1)(c), 41(3)(b) or 42(1)(c)(i), a reference to a person who has ceased to be a registrable beneficial owner.~~

3

A reference in this Part to a trust includes arrangements, under the law of a country or territory outside the United Kingdom, that are of a similar character to a trust, and any related expressions are to be read accordingly.

4

The Secretary of State may by regulations make provision specifying descriptions of arrangements that are, or are not, to be treated as being of a similar character to a trust for the purposes of subsection (3).

5

Regulations under subsection (4) are subject to the negative resolution procedure.

PART 2Unexplained wealth orders

I227 I10945Imposition of unexplained wealth orders on officers etc of property holder: England and Wales and Northern Ireland

1

The Proceeds of Crime Act 2002 is amended as follows.

2

Section 362A (unexplained wealth orders) is amended in accordance with subsections (3) to (7).

3

After subsection (2) insert—

2A
In a case where the respondent is not an individual, the application may also specify a person who is a responsible officer of the respondent (and a person specified may include a person outside the United Kingdom).

4

In subsection (3), in the words before paragraph (a), after “the respondent” insert “or any responsible officer specified in the order (a “specified responsible officer”)”.

5

In subsection (5)—

a

after “requiring the respondent” insert “or any specified responsible officer”;

b

for “require the respondent” substitute “require them”.

6

In subsection (6), after “respondent” insert “or any specified responsible officer”.

7

After subsection (7) insert—

8
For the purposes of this Chapter, each of the following is a “responsible officer” of the respondent (in a case where the respondent is not an individual)—
a
any director of the respondent, including any person occupying the position of a director, by whatever name called;
b
any member of a body of the respondent equivalent to a board of directors;
c
any other manager, secretary or similar officer of the respondent;
d
where the respondent is a partnership, a partner or a member of the partnership;
e
any person in accordance with whose directions or instructions the board of directors or equivalent body of the respondent are accustomed to act.

8

In section 362C (effect of unexplained wealth order in case of non-compliance)—

a

in subsection (1), for “the respondent fails” substitute “the respondent and the specified responsible officer (if any), between them, fail”;

b

in subsection (5)(a), after “a respondent” insert “or a specified responsible officer”;

c

in subsection (5)(b)—

i

omit “on the respondent”;

ii

for “the respondent is” substitute “the respondent and the specified responsible officer (if any) are”.

9

In section 362D (effect of unexplained wealth order in case of compliance or purported compliance)—

a

in subsection (1), for “the respondent complies, or purports to comply, with the” substitute “the respondent and the specified responsible officer (if any) between them comply, or purport to comply, with all of the”;

b

in subsection (7)—

i

omit paragraph (a);

ii

in the words after paragraph (c), for “(a) to (c)” substitute “(b) and (c)”.

10

In section 362G(3) (disclosure of information, copying of documents etc), after “the respondent” insert “or any specified responsible officer”.

11

In section 362I(3)(b) (application to vary or discharge unexplained wealth order), after “respondent” insert “or any specified responsible officer”.

I249 I5746Imposition of unexplained wealth orders on officers etc of property holder: Scotland

1

The Proceeds of Crime Act 2002 is amended as follows.

2

Section 396A (unexplained wealth orders) is amended in accordance with subsections (3) to (7).

3

After subsection (2) insert—

2A
In a case where the respondent is not an individual, the application may also specify a person who is a responsible officer of the respondent (and a person specified may include a person outside the United Kingdom).

4

In subsection (3), in the words before paragraph (a), after “the respondent” insert “or any responsible officer specified in the order (a “specified responsible officer”)”.

5

In subsection (5)—

a

after “requiring the respondent” insert “or any specified responsible officer”;

b

for “require the respondent” substitute “require them”.

6

In subsection (6), after “respondent” insert “or any specified responsible officer”.

7

After subsection (6) insert—

7
For the purposes of this Chapter, each of the following is a “responsible officer” of the respondent (in a case where the respondent is not an individual)—
a
any director of the respondent, including any person occupying the position of a director, by whatever name called;
b
any member of a body of the respondent equivalent to a board of directors;
c
any other manager, secretary or similar officer of the respondent;
d
where the respondent is a partnership, a partner or member of the partnership;
e
any person in accordance with whose directions or instructions the board of directors or equivalent body of the respondent are accustomed to act.

8

In section 396C (effect of unexplained wealth order in case of non-compliance)—

a

in subsection (1), for “the respondent fails” substitute “the respondent and the specified responsible officer (if any), between them, fail”;

b

in subsection (5)(a), after “a respondent” insert “or a specified responsible officer”;

c

in subsection (5)(b)—

i

omit “on the respondent”;

ii

for “the respondent is” substitute “the respondent and the specified responsible officer (if any) are”.

9

In section 396D (effect of unexplained wealth order in case of compliance or purported compliance)—

a

b

in subsection (8)—

i

omit paragraph (a);

ii

in the words after paragraph (c), for “(a) to (c)” substitute “(b) and (c)”.

10

In section 396G(3) (disclosure of information, copying of documents etc), after “the respondent” insert “or any specified responsible officer”.

I5 I947Alternative test to the income requirement: England and Wales and Northern Ireland

In section 362B(3) of the Proceeds of Crime Act 2002 (income requirement for making of unexplained wealth order)—

a

after “suspecting” insert

—
a

b

at the end insert

, or
b
that the property has been obtained through unlawful conduct (within the meaning given by section 242).

I94 I18548Alternative test to the income requirement: Scotland

In section 396B(3) of the Proceeds of Crime Act 2002 (income requirement for making of unexplained wealth order)—

a

after “suspecting” insert

—
a

b

at the end insert

, or
b
that the property has been obtained through unlawful conduct (within the meaning given by section 242).

I199 I25449Power to extend period for which interim freezing order has effect: England and Wales and Northern Ireland

1

The Proceeds of Crime Act 2002 is amended as follows.

2

In section 362D (effect of order: cases of compliance or purported compliance)—

a

in subsection (3), at the end insert “, or that period as it may be extended by virtue of section 362DA or 362DB (the “determination period”)”;

b

in subsection (4), for “60 day period mentioned in subsection (3)” substitute “determination period”.

3

After that section insert—

362DAExtension of period for making determination where interim freezing order has been made
1
The High Court may, on an application made by the enforcement authority, extend the determination period if satisfied that—
a
the enforcement authority is working diligently and expeditiously towards making a determination under section 362D(2),
b
further time is needed for the authority to make that determination, and
c
it is reasonable in all the circumstances for the period to be extended.
2
The application must be made before the determination period would otherwise end.
3
An extension of the determination period must end no later than the end of the period of 63 days beginning with the day after that on which the period would otherwise end.
4
Where the determination period is extended under subsection (1), it may be further extended by the High Court (and subsections (2) and (3) apply in relation to any further extension as they apply in relation to the first one).
5
But the determination period as extended must not in total exceed the period of 186 days starting with the day of compliance (within the meaning given by section 362D(7)(b)).
362DBExtension of period pending determination of proceedings etc
1
Subsection (2) applies where—
a
an application is made to the High Court under section 362DA for the extension (or further extension) of the determination period, and
b
the period would (apart from that subsection) end before the court determines the application or it is otherwise disposed of.
2
The determination period is extended from the time when it would otherwise end until—
a
the Court determines the application or it is otherwise disposed of, or
b
if earlier, the end of the period of 31 days beginning with the day after that on which the period would otherwise have ended.
3
Subsection (4) applies where—
a
proceedings on an appeal in respect of a decision on an application under section 362DA have been brought, and
b
the determination period would (apart from that subsection) end before the proceedings are finally determined or otherwise disposed of.
4
The determination period is extended from the time when it would otherwise end until—
a
the proceedings are finally determined or otherwise disposed of, or
b
if earlier, the end of the period mentioned in subsection (2)(b).
5
Subsection (6) applies where—
a
an application is made to the Court under section 362DA for an extension of the determination period,
b
the Court refuses to grant the application, and
c
the period would (apart from that subsection) end before the end of the 5 day period.
6
The determination period is extended from the time when it would otherwise end until—
a
the end of the 5 day period, or
b
if proceedings on an appeal against the decision are brought before the end of the 5 day period, the time when those proceedings are brought.
7
The “5 day period” is the period of 5 working days beginning with the day on which the Court refuses to grant the application; and for these purposes “working day” means a day other than—
a
a Saturday or a Sunday,
b
Christmas Day or Good Friday, or
c
a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in the part of the United Kingdom in which the application in question under section 362DA is made.
8
The restriction on the overall extension of the determination period mentioned in section 362DA(5) applies to an extension of the period in accordance with any provision of this section as it applies to an extension under an order of the Court.

4

In section 362K(6)(a) (variation and discharge of interim freezing order), for “60 day period mentioned in section 362D(3)” substitute “determination period (see section 362D(3))”.

I12 I15450Power to extend period for which interim freezing order has effect: Scotland

1

The Proceeds of Crime Act 2002 is amended as follows.

2

In section 396D (effect of order: cases of compliance or purported compliance)—

a

in subsection (4), at the end insert “, or that period as it may be extended by virtue of section 396DA or 396DB (the “determination period”)”;

b

in subsection (5), for “60 day period mentioned in subsection (3)” substitute “determination period”.

3

After that section insert—

396DAExtension of period for making determination where interim freezing order has been made
1
The Court of Session may, on an application made by the Scottish Ministers or the Lord Advocate, extend the determination period if satisfied that—
a
the applicant is working diligently and expeditiously towards making a determination under section 396D(2)(b) or (3) (as the case may be),
b
further time is needed to make that determination, and
c
it is reasonable in all the circumstances for the period to be extended.
2
The application must be made before the determination period would otherwise end.
3
An extension of the determination period must end no later than the end of the period of 63 days beginning with the day after that on which the period would otherwise end.
4
Where the period is extended under subsection (1), it may be further extended by the Court of Session (and subsections (2) and (3) apply in relation to any further extension as they apply in relation to the first one).
5
But the determination period as extended must not exceed the period of 186 days starting with the day of compliance (within the meaning given by section 396D(8)(b)).
396DBExtension of period pending determination of proceedings etc
1
Subsection (2) applies where—
a
an application is made to the Court of Session under section 396DA for the extension (or further extension) of the determination period, and
b
the period would (apart from that subsection) end before the Court determines the application or it is otherwise disposed of.
2
The determination period is extended from the time when it would otherwise end until—
a
the Court determines the application or it is otherwise disposed of, or
b
if earlier, the end of the period of 31 days beginning with the day after that on which the period would otherwise have ended.
3
Subsection (4) applies where—
a
proceedings on an appeal in respect of a decision on an application under section 396DA have been brought, and
b
the determination period would (apart from that subsection) end before the proceedings are finally determined or otherwise disposed of.
4
The determination period is extended from the time when it would otherwise end until—
a
the proceedings are finally determined or otherwise disposed of, or
b
if earlier, the end of the period mentioned in subsection (2)(b).
5
Subsection (6) applies where—
a
an application is made to the Court under section 396DA for an extension of the determination period,
b
the Court refuses to grant the application, and
c
the period would (apart from that subsection) end before the end of the 5 day period.
6
The determination period is extended from the time when it would otherwise end until—
a
the end of the 5 day period, or
b
if proceedings on an appeal against the decision are brought before the end of the 5 day period, the time when those proceedings are brought.
7
The “5 day period” is the period of 5 working days beginning with the day on which the Court refuses to grant the application; and for these purposes “working day” means a day other than—
a
a Saturday or a Sunday, or
b
a day which is a bank holiday under the Banking and Financial Dealings Act 1971 in Scotland.
8
The restriction on the overall extension of the determination period mentioned in section 396DA(5) applies to an extension of the period in accordance with any provision of this section as it applies to an extension under an order of the Court.

4

In section 396K(6)(a) (variation and recall of interim freezing order), for “60 day period mentioned in section 396D(4)” substitute “determination period (see section 396D(4))”.

I229 I24751Annual reports on use of unexplained wealth orders: England and Wales

After section 362I of the Proceeds of Crime Act 2002 insert—

362IAAnnual reports
1
The Secretary of State must prepare and publish a report in respect of each relevant period setting out—
a
the number of unexplained wealth orders made by the High Court in England and Wales during that period, and
b
the number of applications made to that Court by enforcement authorities for such an order during that period.
2
Each of the following is a “relevant period”—
a
the period of 12 months beginning with the day on which section 51 of the Economic Crime (Transparency and Enforcement) Act 2022 comes into force;
b
each subsequent period of 12 months.
3
A report under this section must be prepared and published within the period of 4 months beginning with the end of the relevant period to which the report relates.
4
The Secretary of State must lay a copy of each report prepared under this section before Parliament.

I22 I9752Limits on costs orders in relation to unexplained wealth orders: England and Wales and Northern Ireland

After section 362T of the Proceeds of Crime Act 2002 insert—

Unexplained wealth orders: costs of proceedings
362UCosts orders
1
This section applies in the following cases—
a
an enforcement authority has made an application for an unexplained wealth order under section 362A;
b
an enforcement authority has made an application for the determination period to be extended under section 362DA;
c
an application has been made to discharge or vary an unexplained wealth order;
d
an enforcement authority has made an application for an interim freezing order under section 362J;
e
an application has been made to discharge or vary an interim freezing order;
f
an application has been made in the circumstances referred to in section 362M to—
i
stay an action, execution or other legal process,
ii
grant leave to levy distress or use the procedure in Schedule 12 to the Tribunals, Courts and Enforcement Act 2007 (taking control of goods),
iii
stay proceedings in respect of property or allow them to continue, or
iv
grant leave to exercise a right of forfeiture in relation to a tenancy;
g
an enforcement authority has made an application for an order for the appointment of a receiver under section 362N;
h
an enforcement authority has made an application for an order under section 362O (powers of receiver);
i
an application has been made for directions to a receiver under section 362P;
j
an application has been made to discharge or vary—
i
the appointment of a receiver under section 362N,
ii
an order under section 362O, or
iii
directions under section 362P;
k
an application has been made for compensation under section 362R;
l
the High Court has of its own motion exercised a power to do anything an application mentioned in paragraphs (a) to (k) may be made for;
m
an application has been made for permission to appeal in relation to anything mentioned in paragraphs (a) to (l).
2
The court may not make an order that any costs of proceedings relating to a case to which this section applies (including appeal proceedings) are payable by an enforcement authority to a respondent or a specified responsible officer in respect of the involvement of the respondent or the officer in those proceedings, unless—
a
the authority acted unreasonably in making or opposing the application to which the proceedings relate, or in supporting or opposing the making of the order to which the proceedings relate, or
b
the authority acted dishonestly or improperly in the course of the proceedings.

I140 I16753Limits on expenses orders in relation to unexplained wealth orders: Scotland

After section 396U of the Proceeds of Crime Act 2002 insert—

Unexplained wealth orders: expenses of proceedings
396VExpenses orders
1
This section applies in the following cases—
a
the Scottish Ministers have made an application for an unexplained wealth order under section 396A;
b
an application has been made for the determination period to be extended under section 396DA;
c
an application has been made to discharge or vary an unexplained wealth order;
d
the Scottish Ministers have made an application for an interim freezing order under section 396J;
e
an application has been made to vary or recall an interim freezing order;
f
an application has been made in the circumstances referred to in section 396M to—
i
sist an action, execution or other legal process, or
ii
sist proceedings in respect of property or allow them to continue;
g
the Scottish Ministers have made an application under section 396N (arrestment of property affected by interim freezing order);
h
the Scottish Ministers have made an application under section 396O (inhibition of property affected by interim freezing order);
i
the Scottish Ministers have made an application for an order for the appointment of a receiver under section 396P;
j
the Scottish Ministers have made an application for an order under section 396Q (powers of receiver);
k
an application has been made for directions to a receiver under section 396R;
l
an application has been made to vary or recall—
i
the appointment of a receiver under section 396P,
ii
an order under section 396Q or
iii
directions under section 396R;
m
an application has been made for compensation under section 396S;
n
the Court of Session has of its own motion exercised a power to do anything an application mentioned in paragraphs (a) to (m) may be made for;
o
an application has been made for permission to appeal in relation to anything mentioned in paragraphs (a) to (n).
2
The court may not make an order that any expenses of proceedings relating to a case to which this section applies (including appeal proceedings) are payable by the Scottish Ministers or the Lord Advocate to a respondent or a specified responsible officer in respect of the involvement of the respondent or the officer in those proceedings, unless—
a
the Scottish Ministers or the Lord Advocate acted unreasonably in making or opposing the application to which the proceedings relate, or in supporting or opposing the making of the order to which the proceedings relate, or
b
the Scottish Ministers or the Lord Advocate acted dishonestly or improperly in the course of the proceedings.

PART 3Sanctions

CHAPTER 1Monetary penalties

I47 I6254Imposition of monetary penalties

1

Section 146 of the Policing and Crime Act 2017 (power to impose monetary penalties for breaching financial sanctions) is amended as follows.

2

In subsection (1) omit paragraph (b) (together with “and” preceding it).

3

After subsection (1) insert—

1A
In determining for the purposes of subsection (1) whether a person has breached a prohibition, or failed to comply with an obligation, imposed by or under financial sanctions legislation, any requirement imposed by or under that legislation for the person to have known, suspected or believed any matter is to be ignored.

I216 I19255Procedural rights

In section 147 of the Policing and Crime Act 2017 (monetary penalties: procedural rights), omit subsection (5) (personal review by Minister).

I100 I13956Reporting on breach of financial sanctions

In section 149 of the Policing and Crime Act 2017 (monetary penalties: supplementary), after subsection (2) insert—

3
The Treasury may also publish reports at such intervals as it considers appropriate in cases where—
a
a monetary penalty has not been imposed under section 146 or 148, but
b
the Treasury is satisfied, on the balance of probabilities, that a person has breached a prohibition, or failed to comply with an obligation, that is imposed by or under financial sanctions legislation.

CHAPTER 2Imposition of sanctions etc

Sanctions regulations

I24157Streamlining process of making sanctions regulations

1

The Sanctions and Anti-Money Laundering Act 2018 (referred to in this Chapter as the “2018 Act”) is amended as follows.

2

In section 1 (power to make sanctions regulations) omit subsection (4).

3

Omit section 2 (additional requirements for regulations for a purpose within section 1(2)).

4

In section 45 (revocation and amendment of regulations under section 1)—

a

in subsection (2)—

i

omit the “and” at the end of paragraph (a);

ii

omit paragraph (b);

b

omit subsections (3) to (5);

c

in subsection (6) omit “, section 2”.

Designation

I8258Urgent designation of persons by name

1

Section 11 of the 2018 Act (designation of a person by name under a designation power) is amended in accordance with subsections (2) to (6).

2

After subsection (1) insert—

1A
The regulations must contain provision for the Minister to be able to choose whether to designate a person under—
a
the standard procedure, or
b
the urgent procedure.

3

For subsection (2) substitute—

2
The regulations must provide that under the standard procedure the Minister is prohibited from designating a person by name except where condition A is met.
2A
Condition A is that the Minister has reasonable grounds to suspect that that person is an involved person (see subsection (3)).
2B
The regulations must provide that under the urgent procedure—
a
the Minister may designate a person by name where condition A is not met, but conditions B and C are met, and
b
the designation ceases to have effect at the end of the period of 56 days beginning with the day following the designation unless, within that period, the Minister certifies that—
i
condition A is met, or
ii
conditions B and C continue to be met.
2C
The regulations must provide that, under the urgent procedure, in a case where the Minister makes a certification under subsection (2B)(b)(ii), the designation ceases to have effect at the end of the period of 56 days beginning with the day immediately following the period mentioned in subsection (2B)(b), unless within that period the Minister certifies that condition A is met.
2D
Condition B is that relevant provision (whenever made) applies to, or in relation to, the person under the law of—
a
the United States of America;
b
the European Union;
c
Australia;
d
Canada;
e
any other country specified for the purposes of this paragraph in regulations made by an appropriate Minister.
2E
Condition C is that the Minister considers that it is in the public interest to make designations under the urgent procedure.
2F
For the purposes of condition B, relevant provision is provision that the Minister considers—
a
corresponds, or is similar, to the type of sanction or sanctions in the regulations under section 1, or
b
is made for purposes corresponding, or similar, to any purpose of any type of sanction or sanctions in the regulations under section 1.

4

In subsection (7), after “by name” insert “under the standard procedure”.

5

After subsection (7) insert—

7A
The regulations must, in relation to any case where the Minister designates a person by name under the urgent procedure, require the information given under the provision made under section 10(3) to include a statement—
a
that the designation is made under the urgent procedure,
b
identifying the relevant provision by reference to which the Minister considers that condition B is met in relation to the person, and
c
setting out why the Minister considers that condition C is met.
7B
The regulations must also provide that, in relation to any case where the Minister designates a person by name under the urgent procedure, the Minister must, after the end of the period mentioned in subsection (2B)(b), or if the Minister has made a certification under subsection (2B)(b)(ii) the period mentioned in subsection (2C), but otherwise without delay—
a
in a case where the designation ceases to have effect, take such steps as are reasonably practicable to inform the person that the designation has ceased to have effect, or
b
in any other case, take such steps as are reasonably practicable to give the designated person a statement of reasons.

6

In subsection (8)—

a

for “subsection (7)” substitute “subsections (7) and (7A)”;

b

for “which have led the Minister to make the designation” substitute

—
a
in the case of a designation under the standard procedure, which have led the Minister to make the designation, and
b
in the case of a designation under the urgent procedure, as a result of which the designation does not cease to have effect at the end of the period mentioned in subsection (2B)(b) or (2C) (as the case may be).

7

In section 22 of the 2018 Act (power to vary or revoke designation made under regulations), in subsection (4), in paragraph (a)—

a

for “11(2)” substitute “11”;

b

omit the words in brackets.

I2459Urgent designation of persons by description

1

Section 12 of the 2018 Act (designation by persons by description under a designation power) is amended in accordance with subsections (2) to (9).

2

After subsection (1) insert—

1A
The regulations must contain provision for the Minister to be able to choose whether to provide that persons of a specified description are designated persons under either—
a
the standard procedure, or
b
the urgent procedure.

3

For subsection (2) substitute—

2
The regulations must contain provision which prohibits the exercise of that power under the standard procedure except where conditions A and C are met.

4

Omit subsection (4).

5

In subsection (5) omit paragraph (b) (and the “and” before it).

6

After subsection (5) insert—

5A
The regulations must provide that under the urgent procedure—
a
the Minister may provide that persons of a specified description are designated persons where condition C is not met, but conditions A, D and E are met, and
b
the persons cease to be designated persons at the end of the period of 56 days beginning with the day following the day on which the persons became designated persons unless, within that period, the Minister certifies that—
i
conditions A and C are met, or
ii
conditions A, D and E continue to be met.
5B
The regulations must also provide that, under the urgent procedure, in a case where the Minister makes a certification under subsection (5A)(b)(ii), the designation ceases to have effect at the end of the period of 56 days beginning with the day immediately following the period mentioned in subsection (5A)(b), unless within that period the Minister certifies that conditions A and C are met.
5C
Condition D is that the description of persons specified is of persons (or some persons) to which, or in relation to which, relevant provision (whenever made) applies under the law of—
a
the United States of America;
b
the European Union;
c
Australia;
d
Canada;
e
any other country specified for the purposes of this paragraph in regulations made by an appropriate Minister.
5D
Condition E is that the Minister considers that it is in the public interest to provide that persons of a specified description are designated persons under the urgent procedure.
5E
For the purposes of condition D, relevant provision is provision that the Minister considers—
a
corresponds, or is similar, to the type of sanction or sanctions in the regulations under section 1, or
b
is made for purposes corresponding, or similar, to any purpose of any type of sanction or sanctions in the regulations under section 1.

7

In subsection (7), after “designated persons” insert “under the standard procedure”.

8

After subsection (7) insert—

7A
The regulations must, in relation to any case where the Minister provides that persons of a specified description are designated persons under the urgent procedure, require the information given under the provision made under section 10(3) to include a statement—
a
that the provision is made under the urgent procedure,
b
identifying the relevant provision by reference to which the Minister considers that condition D is met in relation to persons of the specified description, and
c
setting out why the Minister considers that condition E is met.
7B
The regulations must provide that, in relation to any case where the Minister provides that persons of a specified description are designated persons under the urgent procedure, the Minister must, after the end of the period mentioned in subsection (5A)(b), or if the Minister has made a certification under subsection (5A)(b)(ii) the period mentioned in subsection (5B), but otherwise without delay—
a
in a case where the persons cease to be designated persons, take such steps as are reasonably practicable to inform the persons that they have ceased to be designated persons, or
b
in any other case, take such steps as are reasonably practicable to give each designated person a statement of reasons.

9

In subsection (8)—

a

for “subsection (7)” substitute “subsections (7) and (7A)”;

b

for the words from “which have led” to the end substitute

—
a
in the case of a designation under the standard procedure, which have led the Minister to make the provision designating persons of that description, and
b
in the case of a designation under the urgent procedure, as a result of which the persons do not cease to be designated persons at the end of the period mentioned in subsection (5A)(b) or (5B) (as the case may be).

10

In section 22 of the 2018 Act (power to vary or revoke designation made under regulations), in subsection (4), in paragraph (b)—

a

for “12(2)” substitute “12”;

b

omit the words in brackets.

I8660Specified ships

In section 14 of the 2018 Act (“specified ships”), in subsection (6), omit paragraph (b) (and the “and” before it).

I25361Existing sanctions regulations

3

In section 45 of the 2018 Act (revocation and amendment of regulations under section 1), in subsection (6) omit “and section 30”.

I7563Removal of reporting requirements

1

Omit the following provisions of the 2018 Act—

a

section 18 (report in respect of offences in regulations);

b

section 32 (periodic reports on exercise of power to make regulations under section 1);

c

section 46 (report where regulations for a purpose within section 1(2) are amended).

2

In section 57 of the 2018 Act (duties to lay certain reports before Parliament: further provision)—

a

omit subsections (1) and (2);

b

in subsection (3), for “a reporting provision” substitute “paragraph 21(2) of Schedule 2 (duty to lay report)”;

c

in subsection (4), for “a reporting provision” substitute “paragraph 21(2) of Schedule 2”;

d

in subsection (5), for “the reporting provision in question” substitute “paragraph 21(2) of Schedule 2”.

I8064Court reviews: restrictions regarding damages

1

In section 39 of the 2018 Act (court reviews: further provision)—

a

in subsection (2) omit paragraph (a) (and the “or” after it);

b

after subsection (2) insert—

2A
Damages permitted by subsection (2) must not exceed such amount as may be specified in, or calculated in accordance with, regulations made by an appropriate Minister for the purposes of this subsection.

2

In section 55 (regulations: procedure), in subsection (5), after paragraph (a) insert—

aa
section 39(2A),

3

The amendments made by this section apply in relation to proceedings to which section 39(2) of the 2018 Act applies that are commenced on or after 4 March 2022.

Miscellaneous

I22665Sharing of information

In section 16 of the 2018 Act (sanctions regulations: information), in subsection (1)(a) after “requiring” insert “or authorising”.

I18266Consequential provision

1

An appropriate Minister (within the meaning of the 2018 Act) may by regulations make provision that the Minister considers to be consequential on this Chapter amending—

a

Part 1 or 3 of the 2018 Act, or

b

regulations made under Part 1 of that Act.

2

A statutory instrument containing (whether alone or with other provision) regulations under this section that amend or repeal any provision of Part 1 or 3 of the 2018 Act is subject to the affirmative resolution procedure.

3

Any other statutory instrument containing regulations under this section is subject to the negative resolution procedure.

PART 4General

I12767Regulations

1

A power to make regulations under this Act is exercisable by statutory instrument.

2

Regulations under this Act may make different provision for different purposes.

3

Regulations under this Act may—

a

include supplementary, incidental and consequential provision;

b

make transitional provision and savings.

4

Where regulations under this Act are subject to “the affirmative resolution procedure”, the regulations may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of each House of Parliament.

5

Where regulations under this Act are subject to “the negative resolution procedure”, the statutory instrument containing the regulations is subject to annulment in pursuance of a resolution of either House of Parliament.

6

Any provision that may be made by regulations under this Act subject to the negative resolution procedure may be made by regulations subject to the affirmative resolution procedure.

7

This section does not apply to regulations under section 69.

I6968Extent

1

Except as mentioned in subsections (2) to (4), this Act extends to—

a

England and Wales,

b

Scotland, and

c

Northern Ireland.

2

In Part 1—

a

section 33(1) and Schedule 3 extend to England and Wales only;

b

section 33(2) and Parts 1 and 2 of Schedule 4 extend to Scotland only;

c

section 33(3) to (7) and Schedule 5 extend to Northern Ireland only.

3

In Part 2, section 51 extends to England and Wales only.

4

The amendments made by the rest of Part 2 and by Part 3 have the same extent as the provisions amended.

I6469Commencement

1

Parts 1 and 2 come into force on such day as the Secretary of State may by regulations appoint.

2

Chapter 1 of Part 3 comes into force on such day as the Treasury may by regulations appoint.

3

Chapter 2 of Part 3 and this Part come into force on the day on which this Act is passed.

4

The Secretary of State may by regulations make transitional or saving provision in connection with the coming into force of any provision of Parts 1 and 2 or this Part.

5

The Secretary of State or the Treasury may by regulations make transitional or saving provision in connection with the coming into force of any provision of Part 3.

6

Regulations under this section may make different provision for different purposes.

7

A power to make regulations under this section is exercisable by statutory instrument.

I1970Short title

This Act may be cited as the Economic Crime (Transparency and Enforcement) Act 2022.

SCHEDULES

SCHEDULE 1Applications: required information

Sections 4, 7 and 9

PART 1Introduction

I34 I265 I2781

This Schedule sets out the required information for the purposes of sections 4, 7 and 9.

PART 2Overseas entities

I87 I267 I2692

1

The required information about an overseas entity is—

a

name;

b

country of incorporation or formation;

c

F70... principal office;

d

a service address;

e

an email address;

f

the legal form of the entity and the law by which it is governed;

g

any public register in which it is entered and, if applicable, its registration number in that register.

F32h

if the entity is the registered proprietor of one or more qualifying estates in land in England and Wales, the title number of each of them;

i

if the entity is the registered owner of one or more qualifying estates in Northern Ireland, the folio number in respect of each of them;

j

if the entity is—

i

entered as proprietor in the proprietorship section of the title sheet for one or more plots of land that are registered in the Land Register of Scotland, or

ii

the tenant under one or more leases registered in the Land Register of Scotland,

the title number of the title sheet, in respect of each of them, in which the entity’s interest is registered.

2

In sub-paragraph (1)(g) “public register” means a register kept by a government or public authority in the country in which the overseas entity was incorporated or formed.

F333

In sub-paragraph (1)(h)—

“registered proprietor”, in relation to a qualifying estate, means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar;
“qualifying estate” has the meaning given by paragraph 1 of Schedule 4A to the Land Registration Act 2002.

4

In sub-paragraph (1)(i)—

“registered owner”, in relation to a qualifying estate, means the person registered in the register kept under the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) as the owner of the estate;
“qualifying estate” has the meaning given by paragraph 1 of Schedule 8A to the Land Registration Act (Northern Ireland) 1970.

the title may be stated instead of the person’s first name (or other forename) and surname or in addition to either or both of them.

I107 I256 I1694Governments and public authorities

Where a registrable beneficial owner is a government or public authority, the required information about the owner is—

a

name;

b

principal office;

c

a service address;

d

its legal form and the law by which it is governed;

e

the date on which the entity became a registrable beneficial owner in relation to the overseas entity;

F42f

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;

g

whether the entity is a designated person (within the meaning of section 9(2) of the Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available.

I52 I273 I835Other legal entities

1

Where the registrable beneficial owner is a legal entity other than a government or public authority, the required information about the owner is—

a

name;

b

F71... principal office;

c

a service address;

d

the legal form of the entity and the law by which it is governed;

e

any public register in which it is entered and, if applicable, its registration number in that register;

f

the date on which the entity became a registrable beneficial owner in relation to the overseas entity;

F43g

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;

i

whether the entity is a designated person (within the meaning of section 9(2) of the Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available.

2

In sub-paragraph (1)(e) “public register” has the meaning given by paragraph 2(2).

PART 4Managing officers

I205 I285 I1136Individuals

1

Where a managing officer is an individual, the required information about the officer is—

a

name, date of birth and nationality;

b

any former name (unless sub-paragraph (2) applies);

c

usual residential address;

d

a service address (which may be stated as the entity’s F72... principal office);

e

business occupation (if any);

f

a description of the officer’s roles and responsibilities in relation to the entity.

F34g

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.

2

This sub-paragraph applies in the following cases—

a

in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of or succession to the title;

b

in the case of any person, where the former name—

i

was changed or disused before the person attained the age of 16 years, or

ii

has been changed or disused for 20 years or more.

3

In sub-paragraph (1)(a) F82and (g), “name” has the meaning given by paragraph 3(2).

4

For the purposes of sub-paragraph (1)(b), “former name” means a name by which the individual was formerly known for business purposes.

Where a person is or was formerly known by more than one such name, each of them must be stated.

I143 I284 I1457Persons other than individuals

1

Where a managing officer is not an individual, the required information about the officer is—

a

name;

b

F73... principal office;

c

a service address;

d

the legal form of the entity and the law by which it is governed;

e

any public register in which it is entered and, if applicable, its registration number in that register;

f

a description of the officer’s roles and responsibilities in relation to the entity;

g

~~F35the name and contact details of an individual who may be contacted about the managing officer.~~

F35the name and contact details of an individual who is at least 16 years old and is willing to be contacted about the officer.

2

In sub-paragraph (1)(e) “public register” has the meaning given by paragraph 2(2).

3

In sub-paragraph (1)(g), “name” has the meaning given by paragraph 3(2).

PART 5Trusts

I252 I281 I2808

1

The required information about a trust is—

a

the name of the trust or, if it does not have a name, a description by which it may be identified;

b

the date on which the trust was created;

c

in relation to each person who has at any time been a registrable beneficial owner in relation to the overseas entity by virtue of being a trustee of the trust—

i

the person’s name,

ii

the date on which the person became a registrable beneficial owner in that capacity, and

iii

if relevant, the date on which the person ceased to be a registrable beneficial owner in that capacity;

d

F36in relation to each beneficiary under the trust, the information that would be required under paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the beneficiary were a registrable beneficial owner in relation to the overseas entity;

F36the specified details of each beneficiary under the trust;

e

F36in relation to each settlor or grantor, the information that would be required under paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the settlor or grantor were a registrable beneficial owner in relation to the overseas entity;

F36the specified details of each settlor or grantor and, in relation to any settlor or grantor that is a legal entity, the specified details of any person who at the time at which the trust is settled—

i

is a registrable beneficial owner in relation to that entity (if it is overseas entity), or

ii

would be a registrable beneficial owner in relation to the entity if that entity were an overseas entity;

f

~~F36in relation to any interested person (see sub-paragraph (3))—~~

i

~~the information that would be required under paragraph 3(1)(a) to (c) or 5(1)(a) to (e) if the interested person were a registrable beneficial owner in relation to the overseas entity, and~~

ii

~~the date on which the person became an interested person.~~

F36the specified details of any interested person under the trust and the date on which they became an interested person.

F371A

In sub-paragraph (1)(d) to (f) “the specified details”—

a

in relation to a person who is an individual, means—

i

name, date of birth and nationality;

ii

usual residential address;

iii

a service address;

b

in relation to a person that is a legal entity, means—

i

name;

ii

principal office;

iii

a service address;

iv

the legal form of the entity and the law by which it is governed;

v

any public register in which it is entered and, if applicable, its registration number in that register.

2

In ~~F38sub-paragraph~~ ~~(1)(c)~~F38sub-paragraphs (1)(c) and (1A)(a), “name”, in relation to an individual, has the meaning given by paragraph 3(2).

3

In sub-paragraph (1)(f), “interested person”, in relation to a trust, means any person who, under the terms of the trust, has rights in respect of—

a

the appointment or removal of trustees, or

b

the exercise by the trustees of their functions.

PART 6Powers to make further provision under this Schedule

I10 I290 I2689

1

The Secretary of State may by regulations make further provision about the information required by paragraphs 2 to 8.

2

Regulations under this paragraph are subject to the negative resolution procedure.

I88 I287 I1610

1

The Secretary of State may by regulations amend this Schedule so as to add to or remove from any list of information in this Schedule.

2

Regulations under this paragraph are subject to the affirmative resolution procedure.

SCHEDULE 2Registrable beneficial owners

Section 4

PART 1Meaning of “registrable beneficial owner”

I50 I263 I991Introduction

1

F512

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.

I152 I275 I1474Registrable beneficial owners: government or public authority

F801

A government or public authority is a “registrable beneficial owner” in relation to an overseas entity in all cases where it is a beneficial owner of the entity F81by virtue of paragraph 6.

F522

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.

PART 2Meaning of “beneficial owner”

I224 I282 I1265Introduction

This Part defines “beneficial owner” for the purposes of this Part of this Act.

I146 I291 I1186Beneficial owners

A person (“X”) is a “beneficial owner” of an overseas entity or other legal entity (“Y”) if one or more of the following conditions are met.

Ownership of shares
Condition 1 is that X holds, directly or indirectly, more than 25% of the shares in Y.
Voting rights
Condition 2 is that X holds, directly or indirectly, more than 25% of the voting rights in Y.
Right to appoint or remove directors
Condition 3 is that X holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of Y.
Significant influence or control
Condition 4 is that X has the right to exercise, or actually exercises, significant influence or control over Y.
Trusts, partnerships, etc
Condition 5 is that—
1. a
  the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed meet any of the conditions specified above (in their capacity as such) in relation to Y, and
2. b
  X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity.

6AF58Persons treated as beneficial owners where entity holds land as nominee

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—
1. a
  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,
2. b
  became so registered in pursuance of an application made on or after 1 January 1999, and
3. c
  holds the qualifying estate as nominee for—
  1. i
    X, or
  2. ii
    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—
1. a
  Y—
  1. i
    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,
  2. ii
    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
  3. iii
    is the tenant under a lease that was registered in the Land Register of Scotland on or after that date, and
2. b
  Y holds the interest in land referred to in paragraph (a)(i), (ii) or (iii) as nominee for—
  1. i
    X, or
  2. ii
    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—
1. a
  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,
2. b
  became so registered on or after the day on which that Schedule came into force, and
3. c
  holds the qualifying estate as nominee for—
  1. i
    X, or
  2. ii
    an entity of which X is a beneficial owner by virtue of paragraph 6.

PART 3Meaning of “subject to its own disclosure requirements”

I27 I264 I2447

1

For the purposes of this Schedule a legal entity is “subject to its own disclosure requirements” if—

a

Part 21A of the Companies Act 2006 applies to it (whether by virtue of section 790B of that Act or another enactment that extends the application of that Part),

b

it is a company to which section 790C(7)(b) of that Act applies (companies with voting shares traded on UK or EU regulated markets),

c

it is of a description specified in regulations under section 790B(1)(b) or 790C(7)(d) of that Act (or under either of those sections as extended),

d

it is an eligible Scottish partnership within the meaning of regulation 3 of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694),

e

it is registered in the register of overseas entities under this Part of this Act, or

f

it is of a description specified by the Secretary of State in regulations under this paragraph.

2

Regulations under sub-paragraph (1)(f) are subject to the affirmative resolution procedure.

PART 4Beneficial owners exempt from registration

I166 I286 I988“Exempt from being registered”

For the purposes of F54paragraphs 2(1)(b) and 3(1)(c) a person who is a beneficial owner of an overseas entity is “exempt from being registered” if—

a

the person does not hold any interest in the overseas entity other than through one or more legal entities (see paragraph 9),

b

the person is a beneficial owner of every legal entity through which the person holds such an interest (see paragraph 9),

F53ba

the person is not a beneficial owner of the overseas entity by virtue of being a trustee,

c

as respects any shares or right in the overseas entity which the person holds indirectly as described in paragraph 9(3)(b)(i), the legal entity through which the shares or right are held is a beneficial owner of the overseas entity and is subject to its own disclosure requirements, and

d

as respects any shares or right in the overseas entity which the person holds indirectly as described in paragraph 9(3)(b)(ii), at least one of the legal entities in the chain is a beneficial owner of the overseas entity and is subject to its own disclosure requirements.

a legal entity (“L”) which holds the shares or right directly, or

ii

a legal entity that is part of a chain of legal entities such as is described in paragraph 18(1)(b) or (2)(b) that includes L,

V holds the interest in entity W through L and, where relevant, through each other legal entity in the chain.

PART 5Supplementary provision about interpretation of Schedule

I25 I293 I5610Introduction

This Part sets out further rules for the interpretation of this Schedule.

I194 I272 I7211Joint interests

If two or more persons hold a share or right jointly, each of them is treated for the purposes of this Schedule as holding that share or right.

I213 I266 I2612Joint arrangements

1

If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined shares or rights of both of them.

2

A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement.

3

“Arrangement” includes—

a

any scheme, agreement or understanding, whether or not it is legally enforceable, and

b

any convention, custom or practice of any kind.

4

But something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, or the time it has been in existence, or otherwise).

I255 I288 I15613Calculating shareholdings

1

In relation to a legal entity that has a share capital, a reference to holding “more than 25% of the shares” in that entity is a reference to holding shares comprised in the issued share capital of that entity of a nominal value exceeding (in aggregate) 25% of that share capital.

2

In relation to a legal entity that does not have a share capital—

a

a reference to holding shares in that entity is a reference to holding a right to share in the capital or, as the case may be, profits of that entity;

b

a reference to holding “more than 25% of the shares” in that entity is a reference to holding a right or rights to share in more than 25% of the capital or, as the case may be, profits of that entity.

Voting rights

I41 I259 I12214

1

A reference to the voting rights in a legal entity is to the rights conferred on shareholders in respect of their shares (or, in the case of an entity not having a share capital, on members) to vote at general meetings of the entity on all or substantially all matters.

2

In relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights—

a

a reference to exercising voting rights in the entity is to be read as a reference to exercising rights in relation to the entity that are equivalent to those of a person entitled to exercise voting rights in a company registered under the Companies Act 2006;

b

a reference to exercising more than 25% of the voting rights in the entity is to be read as a reference to exercising the right under the constitution of the entity to block changes to the overall policy of the entity or to the terms of its constitution.

I183 I276 I6615

In applying this Schedule, the voting rights in a legal entity are to be reduced by any rights held by the entity itself.

Rights to appoint or remove members of the board

I161 I289 I23616

A reference to the right to appoint or remove a majority of the board of directors of a legal entity is a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters.

I37 I260 I17017

References to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity.

1

Where a person controls a right, the right is to be treated for the purposes of this Schedule as held by that person (and not by the person who in fact holds the right, unless that person also controls it).

2

A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only—

a

by that person,

b

in accordance with that person’s directions or instructions, or

c

with that person’s consent or concurrence.

3

“Arrangement” has the meaning given in paragraph 12 (3) and (4).

a limited partner in a limited partnership registered under the Limited Partnerships Act 1907 (other than one who takes part in the management of the partnership business), or

b

a foreign limited partner.

5

In this paragraph “foreign limited partner” means an individual who—

a

participates in arrangements established under the law of a country or territory outside the United Kingdom, and

b

has the characteristics prescribed by regulations made by the Secretary of State.

6

Regulations under this paragraph may, among other things, prescribe characteristics by reference to—

a

the nature of arrangements;

b

the nature of an individual’s participation in the arrangements.

7

Regulations under this paragraph are subject to the affirmative resolution procedure.

I84 I258 I4324Meaning of “director”

In this Schedule “director” includes any person occupying the position of director, by whatever name called.

PART 6F56Powers to amend this Schedule

Annotations:

Amendments (Textual)

F56

Sch. 2 Pt. 6 heading substituted (26.10.2023 for specified purposes, 4.3.2024 in so far as not already in force) by Economic Crime and Corporate Transparency Act 2023 (c. 56), ss. 161(4), 219(1)(2)(b); S.I. 2024/269, reg. 2(z49) (with reg. 6)

24AF57Expansion of meaning of “registrable beneficial owner” where trusts in view

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.

I4 I262 I22325

1

The Secretary of State may by regulations amend this Schedule for a permitted purpose.

2

The permitted purposes are—

a

to replace any or all references in this Schedule to a percentage figure with references to some other (larger or smaller) percentage figure;

b

to change or supplement the conditions in paragraph 6 so as to include circumstances (for example, circumstances involving more complex structures) that give individuals a level of control over entity Y broadly similar to the level of control given by the other conditions in that paragraph;

c

in consequence of any provision made by virtue of paragraph (b), to change or supplement paragraph 9 so that the circumstances specified in that paragraph in which a person is to be regarded as holding an interest in an overseas entity correspond to any of the conditions in paragraph 6, or would do so but for the extent of the interest.

3

Regulations under this paragraph are subject to the affirmative resolution procedure.

SCHEDULE 3Land ownership and transactions: England and Wales

Section 33(1)

PART 1Amendments to Land Registration Act 2002

I198 I1081

The Land Registration Act 2002 is amended as follows.

I38 I2092

After section 85 insert—

Overseas entities
85AOverseas entities
Schedule 4A is about the ownership of registered land by overseas entities and about registrable dispositions made by them.

I230 I2103

After Schedule 4 insert—

SCHEDULE 4AOverseas entities
Section 85A
1Meaning of “qualifying estate”
In this Schedule “qualifying estate” means—
a
a freehold estate in land, or
b
a leasehold estate in land granted for a term of more than seven years from the date of grant.
2Registration
No application may be made to register an overseas entity as the proprietor of a qualifying estate unless, at the time of the application, the entity—
a
is a registered overseas entity, or
b
is an exempt overseas entity.
3Restrictions on disposal
1
The registrar must enter a restriction in the register in relation to a qualifying estate if satisfied that—
a
an overseas entity is registered as the proprietor of the estate, and
b
the entity became registered as the proprietor in pursuance of an application made on or after 1 January 1999.
2
The restriction must prohibit the registration of any disposition within section 27(2)(a), (b)(i) or (f) unless—
a
the entity is a registered overseas entity, or is an exempt overseas entity, at the time of the disposition,
b
the disposition is made in pursuance of a statutory obligation or court order, or occurs by operation of law,
c
the disposition is made in pursuance of a contract made before the restriction is entered in the register,
d
the disposition is made in the exercise of a power of sale or leasing conferred on the proprietor of a registered charge or a receiver appointed by such a proprietor,
e
the Secretary of State gives consent under paragraph 5 to the registration of the disposition, or
f
the disposition is made by a specified insolvency practitioner in specified circumstances.
3
In sub-paragraph (2), in paragraph (f)—
“specified circumstances” means circumstances specified in regulations made by the Secretary of State for the purposes of that paragraph;
“specified insolvency practitioner” means an insolvency practitioner of a description specified in regulations made by the Secretary of State for the purposes of that paragraph.
4Registrable dispositions by overseas entity entitled to be registered (but not registered)
1
This paragraph applies where—
a
an overseas entity is entitled to be registered as the proprietor of a qualifying estate,
b
the overseas entity became entitled to be registered as the proprietor of that estate on or after the day on which this paragraph comes into force, and
c
the entity makes a registrable disposition within section 27(2)(a), (b)(i) or (f).
2
The disposition must not be registered unless—
a
the entity is a registered overseas entity, or is an exempt overseas entity, at the time of the disposition,
b
the disposition is made in pursuance of a statutory obligation or court order, or occurs by operation of law,
c
the disposition is made in pursuance of a contract made before the overseas entity became entitled to be registered,
d
the disposition is made in the exercise of a power of sale or leasing conferred on the proprietor of a registered charge or a receiver appointed by such a proprietor,
e
the Secretary of State gives consent under paragraph 5 to the registration of the disposition, or
f
the disposition is made by a specified insolvency practitioner in specified circumstances.
3
In sub-paragraph (2)(f) “specified circumstances” and “specified insolvency practitioner” have the meanings given by paragraph 3(3).
5Consent to registration of dispositions that cannot otherwise be registered
1
The Secretary of State may consent to the registration of a disposition that would otherwise be prohibited by a restriction entered under paragraph 3, or by paragraph 4, if satisfied—
a
that at the time of the disposition the person to whom it was made did not know, and could not reasonably have been expected to know, of the prohibition, and
b
that in all the circumstances it would be unjust for the disposition not to be registered.
2
The Secretary of State may by regulations make provision in connection with applications for consent, and the giving of consent, under sub-paragraph (1).
3
The regulations may, for example, make provision about—
a
who may apply;
b
evidence;
c
time limits.
6Making dispositions that cannot be registered
1
An overseas entity must not make a registrable disposition of a qualifying estate if, disregarding the possibility of consent under paragraph 5, the registration of the disposition is prohibited by—
a
a restriction entered under paragraph 3, or
b
paragraph 4.
2
If an overseas entity breaches sub-paragraph (1) an offence is committed by—
a
the entity, and
b
every officer of the entity who is in default.
3
Nothing in this paragraph affects the validity of a disposition made in breach of sub-paragraph (1).
4
Sections 1121 to 1123 of the Companies Act 2006 (liability of officers in default: interpretation etc.) apply for the purposes of this paragraph as they apply for the purposes of provisions of the Companies Acts.
5
In those sections as applied, a reference to an officer includes a person in accordance with whose directions or instructions the board of directors or equivalent management body of an overseas entity are accustomed to act.
6
A person is not to be regarded as falling within sub-paragraph (5) by reason only that the board of directors or equivalent management body acts on advice given by the person in a professional capacity.
7
A person guilty of an offence under this paragraph is liable—
a
on summary conviction, to imprisonment for a term not exceeding the maximum summary term for either-way offences or a fine (or both);
b
on conviction on indictment, to imprisonment for a term not exceeding 5 years or a fine (or both).
8
In sub-paragraph (7)(a) “the maximum summary term for either-way offences” means—
a
in relation to an offence committed before the time when paragraph 24(2) of Schedule 22 to the Sentencing Act 2020 comes into force, 6 months;
b
in relation to an offence committed after that time, 12 months.
9
Proceedings for an offence under this may only be brought by or with the consent the Secretary of State or the Director of Public Prosecutions.
Interpretation etc.
7
In this Schedule—
“exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6) of the Economic Crime (Transparency and Enforcement) Act 2022;
“overseas entity” has the meaning given by section 2 of the Economic Crime (Transparency and Enforcement) Act 2022;
“qualifying estate” has the meaning given by paragraph 1;
“register of overseas entities” means the register kept under section 3 of the Economic Crime (Transparency and Enforcement) Act 2022;
“registered overseas entity” means an overseas entity that is registered in the register of overseas entities (but see paragraph 8).
8
1
For the purpose of this Schedule, an overseas entity that fails to comply with the duty in section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty) is not to be treated as being a “registered overseas entity” until it remedies the failure.
2
For the purpose of sub-paragraph (1), an overseas entity “remedies” the failure when it delivers the statements and information mentioned in section 7(1)(a), (b) and (c) of the 2022 Act.

I110 I2024

In section 128 (regulations), in subsection (4)—

a

omit the “or” at the end of paragraph (b);

b

at the end of paragraph (d) insert

, or
e
regulations under paragraph 3(3) or 5(2) of Schedule 4A.

4

In this paragraph “exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6).

5

Nothing in this paragraph limits the power to give a notice under section 34 at any time.

I54 I1156Registrar’s duty to enter restriction in relation to qualifying estate

1

This paragraph applies where the Chief Land Registrar is satisfied that—

a

an overseas entity is the registered proprietor of a qualifying estate, and

b

the entity became the registered proprietor of that estate in pursuance of an application made before the commencement date.

2

The Chief Land Registrar must comply with the duty to enter a restriction under paragraph 3 of Schedule 4A to the Land Registration Act 2002 (inserted by Part 1 of this Schedule) in relation to the estate as soon as reasonably practicable and in any event before the end of the transitional period.

3

But the restriction does not take effect until the end of the transitional period.

I168 I137Interpretation

In this Part of this Schedule—

“the commencement date” means the day on which section 3(1) comes fully into force;
“registered proprietor”, in relation to a qualifying estate, means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar;
“qualifying estate” has the meaning given by paragraph 1 of Schedule 4A to the Land Registration Act 2002;
“the transitional period” has the meaning given by section 41(10).

SCHEDULE 4Land ownership and transactions: Scotland

Section 33(2)

PART 1Amendments

I63 I1441Conveyancing (Scotland) Act 1924

1

Section 4A of the Conveyancing (Scotland) Act 1924 (completion of title by registration of notice of title in Land Register of Scotland) is amended as follows.

2

The existing text becomes subsection (1).

3

After that subsection insert—

2
Subsection (1) is subject to paragraphs 3 and 4 of schedule 1A to the Land Registration etc. (Scotland) Act 2012.

Land Registration etc. (Scotland) Act 2012 (asp 5)

I138 I1042

The Land Registration etc. (Scotland) Act 2012 is amended as follows.

I129 I2083

In section 21 (application for registration of deed)—

a

in subsection (4), after “45(5)” insert “and paragraphs 1 to 5 of schedule 1A”, and

b

after that subsection insert—

5
Schedule 1A makes provision about certain land transactions involving overseas entities.

I177 I1324

In section 27 (application for voluntary registration), after subsection (4) insert—

4A
Subsection (3) is subject to paragraph 6 of schedule 1A.

I46 I1815

In section 46 (the title of which becomes “Meaning of “disposition” in certain provisions”)—

a

after “48” insert “and schedule 1A”, and

b

after “sections” insert “or that schedule”.

I200 I2316

The italic heading before section 112 becomes “Offences”.

I119 I1537

After section 112 insert—

112AOffence by overseas entity
1
An overseas entity must not deliver to a person a qualifying registrable deed granted by the overseas entity if (disregarding the possibility of consent under paragraph 7(2) of schedule 1A) by virtue of paragraph 2 of schedule 1A the Keeper would be required to reject an application under section 21 for registration of the deed.
2
A qualifying registrable deed is to be treated as having been granted for the purposes of subsection (1) even if at the time when it is delivered it has been executed by the overseas entity only.
3
If an overseas entity breaches subsection (1), an offence is committed by—
a
the entity, and
b
every officer of the entity who is in default.
4
Nothing in this section affects the validity of a qualifying registrable deed delivered in breach of subsection (1).
5
A person guilty of an offence under subsection (3) is liable—
a
on summary conviction, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
b
on conviction on indictment, to imprisonment for a term not exceeding 5 years or a fine (or both).
6
Sections 1121 to 1123 of the Companies Act 2006 (liability of officers in default: interpretation etc.) apply for the purposes of this section as they apply for the purposes of provisions of the Companies Acts.
7
In those sections as applied, a reference to an officer includes a person in accordance with whose directions or instructions the board of directors or equivalent management body of an overseas entity are accustomed to act.
8
A person is not to be regarded as falling within subsection (7) by reason only that the board of directors or equivalent management body acts on advice given by the person in a professional capacity.
9
In this section—
“overseas entity” has the meaning given by section 2 of the Economic Crime (Transparency and Enforcement) Act 2022;
“qualifying registrable deed” means a registrable deed which is—
a
a disposition;
b
a standard security;
c
a lease;
d
an assignation of a lease.

I32 I2258

In section 116(2) (orders and regulations subject to the negative procedure)—

a

for “sections”, in the first place it occurs, substitute “provisions”, and

b

after paragraph (h) insert—

i
paragraph 2(5) or 7(5) of schedule 1A.

I212 I1219

After schedule 1 insert—

SCHEDULE 1ALand transactions: overseas entities
Section 21
Cases where Keeper must reject application under section 21
1
1
This paragraph applies where—
a
a person applies under section 21 for registration of a qualifying registrable deed, and
b
if the application is accepted by the Keeper—
i
the name of an overseas entity would be entered as proprietor in the proprietorship section of the title sheet of a registered plot of land, or
ii
an overseas entity would be the tenant under a registered lease.
2
The Keeper must reject the application unless the overseas entity is—
a
a registered overseas entity, or
b
an exempt overseas entity.
3
Sub-paragraph (2) does not apply where—
a
the application is made by a person other than the overseas entity referred to in sub-paragraph (1)(b)(i), and
b
the deed in respect of which the application is made is a lease or an assignation of a lease the subjects of which consist of or form part of an unregistered plot of land of which that overseas entity is the proprietor.
2
1
This paragraph applies where—
a
a person applies under section 21 for registration of a qualifying registrable deed or a registrable deed which is a standard security,
b
the granter of the deed is an overseas entity whose interest is registered, having been so registered on or after 8 December 2014, and
c
as at the date of delivery of the deed, the entity was not a registered overseas entity or an exempt overseas entity.
2
The Keeper must reject the application unless one of the following conditions is met—
a
the application is made—
i
in pursuance of a statutory obligation or court order, or
ii
in respect of a transfer of ownership or other event that occurs by operation of law,
b
the application is made in pursuance of a contract entered into before the later of the dates mentioned in sub-paragraph (3);
c
the application is made in pursuance of the exercise of a power of sale or lease by the creditor in a standard security that was registered on or after 8 December 2014;
d
the application is made in pursuance of the exercise of a right conferred on a body by relevant legislation to buy land or the interest of a tenant under a lease;
e
the Scottish Ministers give consent under paragraph 7(2) to the registration of the deed;
f
the deed is granted by a specified insolvency practitioner in specified circumstances.
3
The dates are—
a
the date on which the granter’s interest was registered;
b
the commencement date.
4
In sub-paragraph (2)(d), “relevant legislation” means Part 2, 3 or 3A of the Land Reform (Scotland) Act 2003 or Part 5 of the Land Reform (Scotland) Act 2016 (being provisions which confer on certain community bodies etc. the right to buy certain types of land or the interest of a tenant under a lease of certain types of land).
5
In sub-paragraph (2), in paragraph (f)—
“specified circumstances” means circumstances specified in regulations made by the Scottish Ministers for the purposes of that paragraph;
“specified insolvency practitioner” means an insolvency practitioner of a description specified in regulations made by the Scottish Ministers for the purposes of that paragraph.
Cases where Keeper must reject application to register notice of title
3
1
This paragraph applies where—
a
by virtue of section 4A of the Conveyancing (Scotland) Act 1924, a person makes an application under section 21 for registration of a notice of title completing title in respect of a qualifying registrable deed, and
b
if the application is accepted by the Keeper—
i
the name of an overseas entity would be entered as proprietor in the proprietorship section of the title sheet of a registered plot of land, or
ii
an overseas entity would be the tenant under a registered lease.
2
The Keeper must reject the application unless the overseas entity is—
a
a registered overseas entity, or
b
an exempt overseas entity.
3
Sub-paragraph (2) does not apply where—
a
the application is made by a person other than the overseas entity referred to in sub-paragraph (1)(b)(i), and
b
the deed in respect of which title is being completed is a lease or an assignation of a lease the subjects of which consist of or form part of an unregistered plot of land of which that overseas entity is the proprietor.
4
1
This paragraph applies where—
a
by virtue of section 4A of the Conveyancing (Scotland) Act 1924, a person makes an application under section 21 for registration of a notice of title completing title in respect of—
i
a qualifying registrable deed, or
ii
a registrable deed which is a standard security,
b
the granter of the deed is an overseas entity whose interest is registered, having been so registered on or after 8 December 2014, and
c
as at the date on which the application for registration of the notice of title was made, the entity was not a registered overseas entity or an exempt overseas entity.
2
The Keeper must reject the application unless one of the following conditions is met—
a
the application is made—
i
in pursuance of a statutory obligation or court order, or
ii
in respect of a transfer of ownership or other event that occurs by operation of law,
b
the application is made in pursuance of a contract entered into before the later of the dates mentioned in sub-paragraph (3);
c
the application is made in pursuance of the exercise of a power of sale or lease by the creditor in a standard security that was registered on or after 8 December 2014;
d
the application is made in pursuance of the exercise of a right conferred on a body by relevant legislation to buy land or the interest of a tenant under a lease;
e
the Scottish Ministers give consent under paragraph 7(4) to the registration of the notice of title;
f
the deed in respect of which title is being completed is granted by a specified insolvency practitioner in specified circumstances.
3
The dates are—
a
the date on which the granter’s interest was registered;
b
the commencement date.
4
In sub-paragraph (2)(d), “relevant legislation” means Part 2, 3 or 3A of the Land Reform (Scotland) Act 2003 or Part 5 of the Land Reform (Scotland) Act 2016 (being provisions which confer on certain community bodies etc. the right to buy certain types of land or the interest of a tenant under a lease of certain types of land).
5
In sub-paragraph (2)(f) “specified circumstances” and “specified insolvency practitioner” have the meanings given by paragraph 2(5).
5Case where Keeper must reject prescriptive application
1
This paragraph applies where—
a
an application under section 21 is received by the Keeper by virtue of section 43(1) or (5), and
b
if the application is accepted by the Keeper—
i
the name of an overseas entity would be entered as proprietor in the proprietorship section of the title sheet of a registered plot of land, and
ii
that entry would be marked as provisional under section 44(1).
2
The Keeper must reject the application unless the overseas entity is—
a
a registered overseas entity, or
b
an exempt overseas entity.
6Case where Keeper must reject voluntary application
1
This paragraph applies where—
a
an application is made under section 27, and
b
if the application is accepted by the Keeper, the name of an overseas entity would be entered as proprietor in the proprietorship section of the title sheet of a registered plot of land.
2
The Keeper must reject the application unless the overseas entity is—
a
a registered overseas entity, or
b
an exempt overseas entity.
7Consent to registration of certain deeds that cannot otherwise be registered
1
Sub-paragraph (2) applies where the Keeper would be required by paragraph 2(2) to reject an application for registration of a qualifying registrable deed or a registrable deed which is a standard security.
2
The Scottish Ministers may consent to registration of the deed if satisfied—
a
that at the time of delivery of the deed the person in whose favour it was granted did not know, and could not reasonably have been expected to know, of the duty imposed on the Keeper by paragraph 2(2), and
b
that in all the circumstances it would be unjust for the deed not to be registered.
3
Sub-paragraph (4) applies where the Keeper would be required by paragraph 4(2) to reject an application for registration of a notice of title in respect of a qualifying registrable deed or a registrable deed which is a standard security.
4
The Scottish Ministers may consent to registration of the notice of title if satisfied—
a
that at the time of delivery of the qualifying registrable deed or (as the case may be) registrable deed which is a standard security the person in whose favour the deed was granted did not know, and could not reasonably have been expected to know, of the duty imposed on the Keeper by paragraph 4(2), and
b
that in all the circumstances it would be unjust for the notice of title not to be registered.
5
The Scottish Ministers may by regulations make provision in connection with applications for consent, and the giving of consent, under sub-paragraphs (2) and (4).
6
The regulations may, for example, make provision about—
a
who may apply;
b
evidence;
c
time limits.
8Partially executed deeds
For the purposes of paragraphs 2(1)(c) and 7(2)(a) and (4)(a), a qualifying registrable deed or registrable deed which is a standard security is to be treated, as at the date of delivery of the deed, as having been granted even if at that time it has been executed by the overseas entity only.
9Interpretation
1
In this schedule—
“the commencement date” means the day on which Part 1 of Schedule 4 to the Economic Crime (Transparency and Enforcement) Act 2022 comes into force;
“exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6) of the Economic Crime (Transparency and Enforcement) Act 2022;
“overseas entity” has the meaning given by section 2 of the Economic Crime (Transparency and Enforcement) Act 2022;
“qualifying registrable deed” means a registrable deed which is—
a
a disposition;
b
a lease;
c
an assignation of a lease;
“register of overseas entities” means the register kept under section 3 of the Economic Crime (Transparency and Enforcement) Act 2022;
“registered overseas entity” means an overseas entity that is registered in the register of overseas entities (but see sub-paragraphs (2) and (3)).
2
For the purposes of this Schedule, an overseas entity that fails to comply with the duty in section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty) is not to be treated as being a “registered overseas entity” until it remedies the failure.
3
For the purpose of sub-paragraph (2), an overseas entity “remedies” the failure when it delivers the statements and information mentioned in section 7(1)(a), (b) and (c) of the 2022 Act.

I160 I13611Disapplication of certain provisions during transitional period

1

This paragraph applies where—

a

b

c

an overseas entity is the tenant under a lease that was registered in the Land Register of Scotland during the pre-commencement period.

2

During any part of the transitional period in which the paragraph of sub-paragraph (1) that applied in relation to the overseas entity during the pre-commencement period continues to apply in relation to the overseas entity, the Land Registration etc. (Scotland) Act 2012 (asp 5) (“the 2012 Act”) applies subject to the following modifications.

3

Section 112A of the 2012 Act does not apply in relation to the entity or an officer of the entity as regards the plot of land or, as the case may be, lease.

4

Paragraphs 2 and 4 of schedule 1A to the 2012 Act do not apply in relation to the entity as regards the plot of land or, as the case may be, lease.

Interpretation

I155 I3612

In this Part of this Schedule—

“the commencement date” means the day on which section 3(1) comes fully into force;
“exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6);
“lease” has the meaning given by section 113(1) of the Land Registration etc. (Scotland) Act 2012;
“plot of land” has the meaning given by section 113(1) of the Land Registration etc. (Scotland) Act 2012;
“pre-commencement period” means the period beginning with 8 December 2014 and ending immediately before the commencement date;
“proprietor” has the meaning given by section 113(1) of the Land Registration etc. (Scotland) Act 2012;
“transitional period” has the meaning given by section 41(10).

I246 I7013

For the purposes of paragraphs 10(1)(a) and 11(1)(a)—

a

references to an overseas entity’s being entered as proprietor in the proprietorship section of a title sheet are references to the name of the entity being so entered, and

b

the date on which an overseas entity was entered as proprietor in the proprietorship section of a title sheet is, where the entry was made by virtue of an application for registration, the date of registration as determined under section 37 of the Land Registration etc. (Scotland) Act 2012 (date and time of registration).

PART 3Power to make further provision

I102 I3114

1

The Secretary of State may by regulations make further or alternative provision for the purpose of requiring or encouraging an overseas entity that owns or holds a right or interest in or over land in Scotland, or enters into land transactions in Scotland, to register as an overseas entity.

2

No regulations may be made under this paragraph after the end of the transitional period (within the meaning given by section 41(10)).

3

Regulations under this paragraph may amend, repeal or revoke provision made by this Schedule, or any provision made by or under any other Act or Act of the Scottish Parliament, made—

a

before this Act, or

b

later in the same session of Parliament as this Act.

4

The provision which may be made by regulations under this paragraph by virtue of section 67(3) includes (in addition to provision of the kind mentioned in sub-paragraph (3)) provision amending any other provision of this Part of this Act.

5

The Secretary of State must consult the Scottish Ministers before making regulations under this paragraph that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.

6

Regulations under this paragraph are subject to the affirmative resolution procedure.

SCHEDULE 5Land ownership and transactions: Northern Ireland

Section 33(3)

I232 I1741

The Land Registration Act (Northern Ireland) 1970 is amended as follows.

I234 I2332

After section 61 insert—

61AOverseas entities
Schedule 8A is about the ownership of registered land by overseas entities and about registrable dispositions made by them.

I58 I1033

After Schedule 8 insert—

SCHEDULE 8AOverseas entities
Section 61A
PART 1Registration and dispositions
1Meaning of “qualifying estate”
In this Schedule “qualifying estate” means—
a
a freehold estate in land, or
b
a leasehold estate in land granted for a term of more than 21 years from the date of grant.
2Registration
No application may be made to register an overseas entity as the owner of a qualifying estate unless, at the time of the application, the entity—
a
is a registered overseas entity, or
b
is an exempt overseas entity.
3Restrictions on disposal
1
The Registrar must enter an inhibition (“an overseas entity inhibition”) against the title of the registered owner of a qualifying estate if satisfied that—
a
the registered owner is an overseas entity, and
b
the entity became registered as the owner in pursuance of an application made on or after the date on which paragraph 2 comes into force.
2
No fee is to be charged for the entry of an overseas entity inhibition.
3
From and after the entry of an overseas entity inhibition, none of the dispositions mentioned in sub-paragraph (4) affecting the land in question are to be entered on the title register, unless one of the conditions in sub-paragraph (5) is met.
4
The dispositions are—
a
a transfer of the owner’s estate,
b
a grant of a leasehold estate where the term granted exceeds 21 years, and
c
the creation of a charge on the land.
5
The conditions are that—
a
the entity is a registered overseas entity, or is an exempt overseas entity, at the time of the disposition,
b
the disposition is made in pursuance of a statutory obligation or court order, or occurs by operation of law,
c
the disposition is made in pursuance of a contract made before the inhibition is entered in the register,
d
the disposition is made in the exercise of a power of sale or leasing conferred on the owner of a registered charge or a receiver appointed by such an owner, or
e
the disposition is made by a specified insolvency practitioner in specified circumstances.
6
In sub-paragraph (5), in paragraph (e)—
“specified circumstances” means circumstances specified in regulations made by the Department of Finance for the purposes of that paragraph;
“specified insolvency practitioner” means an insolvency practitioner of a description specified in regulations made by the Department of Finance for the purposes of that paragraph.
7
Regulations made under sub-paragraph (6) are subject to the negative resolution.
4Registrable dispositions by overseas entity entitled to be registered (but not registered)
1
This paragraph applies where—
a
an overseas entity is entitled to be registered as the owner of a qualifying estate,
b
the overseas entity became entitled to be registered as the owner of that estate on or after the day on which this paragraph comes into force, and
c
the entity makes a disposition mentioned in subparagraph (2).
2
The dispositions are—
a
a transfer of the owner’s estate,
b
a grant of a leasehold estate where the term granted exceeds 21 years, and
c
the creation of a charge on the land.
3
The disposition must not be registered unless—
a
the entity is a registered overseas entity, or is an exempt overseas entity, at the time of the disposition,
b
the disposition is made in pursuance of a statutory obligation or court order, or occurs by operation of law,
c
the disposition is made in pursuance of a contract made before the overseas entity became entitled to be registered,
d
the disposition is made in the exercise of a power of sale or leasing conferred on the owner of a registered charge or a receiver appointed by such an owner, or
e
the disposition is made by a specified insolvency practitioner in specified circumstances.
4
In sub-paragraph (3)(e) “specified circumstances” and “specified insolvency practitioner” have the meanings given by paragraph 3(6).
5Making dispositions that cannot be registered
1
An overseas entity must not make a registrable disposition of a qualifying estate if the registration of the disposition is prohibited by—
a
an inhibition entered under paragraph 3, or
b
paragraph 4.
2
If an overseas entity breaches sub-paragraph (1) an offence is committed by—
a
the entity, and
b
every officer of the entity who is in default.
3
Nothing in this paragraph affects the validity of a disposition made in breach of sub-paragraph (1).
4
Sections 1121 to 1123 of the Companies Act 2006 (liability of officers in default: interpretation etc) apply for the purposes of this paragraph as they apply for the purposes of provisions of the Companies Acts.
5
In those sections as applied, a reference to an officer includes a person in accordance with whose directions or instructions the board of directors or equivalent management body of an overseas entity are accustomed to act.
6
A person is not to be regarded as falling within sub-paragraph (5) by reason only that the board of directors or equivalent management body acts on advice given by the person in a professional capacity.
7
A person guilty of an offence under this paragraph is liable—
a
on summary conviction, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
b
on conviction on indictment, to imprisonment for a term not exceeding 5 years or a fine (or both).
8
Proceedings for an offence under this paragraph may only be brought by or with the consent the Secretary of State or the Director of Public Prosecutions for Northern Ireland.
Interpretation etc
6
In this Schedule—
“exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6) of the Economic Crime (Transparency and Enforcement) Act 2022;
“overseas entity” has the meaning given by section 2 of the Economic Crime (Transparency and Enforcement) Act 2022;
“qualifying estate” has the meaning given by paragraph 1;
“register of overseas entities” means the register kept under section 3 of the Economic Crime (Transparency and Enforcement) Act 2022;
“registered overseas entity” means an overseas entity that is registered in the register of overseas entities (but see paragraph 7).
7
1
For the purpose of this Schedule, an overseas entity that fails to comply with the duty in section 7 of the Economic Crime (Transparency and Enforcement) Act 2022 (updating duty) is not to be treated as being a “registered overseas entity” until it remedies the failure.
2
For the purpose of sub-paragraph (1), an overseas entity “remedies” the failure when it delivers the statements and information mentioned in section 7(1)(a), (b) and (c) of the 2022 Act.

F1SCHEDULE 6Duty to deliver further information for transitional cases

Annotations:

Amendments (Textual)

Sch. 6 inserted (26.10.2023 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 7 para. 4

1Application of this Schedule

1

This Schedule applies in relation to an overseas entity if—

a

the entity—

i

is registered as an overseas entity when this Schedule comes into force or has been so registered at any earlier time, and

ii

was registered as the proprietor of a relevant interest in land in England and Wales or Scotland at any time during the relevant period, or

b

the entity has committed an offence under paragraph 5 of Schedule 3 or paragraph 10 of Schedule 4 (duty to register as overseas entity in certain transitional cases).

2

For the purposes of sub-paragraph (1)—

a

an overseas entity is registered as the proprietor of a relevant interest in land in England and Wales if the entity 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;

b

an overseas entity is registered as the proprietor of a relevant interest in land in Scotland if the entity—

i

is entered, on or after 8 December 2014, as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland,

ii

iii

is the tenant under a lease that was registered in the Land Register of Scotland on or after that date.

3

Expressions used in sub-paragraph (2)(b) are to be construed in accordance with section 9(11) and (12).

4

In this Schedule “the relevant period” means the period—

a

beginning with 28 February 2022;

b

ending with 31 January 2023.

2Duty to deliver statements and information

1

The overseas entity must deliver to the registrar—

a

any statements or information required by—

paragraph 3 (changes in beneficial ownership of overseas entity),
paragraph 4 (information about trusts and changes in beneficiaries under trusts), and
paragraph 5 (information about changes in trusts in which beneficial owners trustees),

b

a statement that the entity has complied with paragraph 8 of this Schedule (duty to take steps to obtain information),

c

anything required by regulations under section 16 (verification of information) to be delivered to the registrar, and

d

the name and contact details of an individual who may be contacted about the statements and information.

2

If an overseas entity is registered as an overseas entity when this Schedule comes into force it must deliver the statements and information required by this Schedule—

a

at the same time as it delivers the statements and information required by section 7 on the first occasion after the end of the period of 3 months beginning with the day on which this Schedule comes into force, or

b

if it applies under section 9 for removal before then, at the same time as it delivers the statements and information required by that section.

3

If an overseas entity is not registered as an overseas entity when this Schedule comes into force it must deliver the statements and information required by this Schedule within the period of 3 months beginning when it comes into force.

3Information about changes in beneficial ownership

1

The overseas entity must deliver to the registrar the statement in row 1 of the following table or the statement and information listed in row 2.

	Statement	Information
1	A statement that the entity has noreasonable cause to believe that anyone became or ceased to be a registrable beneficial owner during the relevant period.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a registrable beneficial owner during the relevant period.	1 The required information about each person who became or ceased to be a registrable beneficial owner during the relevant period, or so much of that information as the entity has been able to obtain. 2 The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.

2

Where the information provided under sub-paragraph (1) includes information that the person who became or ceased to be a registrable beneficial owner was a registrable beneficial owner by virtue of being a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity must also deliver to the registrar—

a

the required information about the trust or so much of that information as the overseas entity has been able to obtain, and

b

a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain.

3

Statements required by this paragraph to be delivered to the registrar must relate to the time when they are delivered.

4

Information required by this paragraph to be delivered to the registrar as a result of a person having become or ceased to be a registrable beneficial owner must relate to the state of affairs when the person became or ceased be a registrable beneficial owner.

5

For the required information, see Schedule 1.

4Information about trusts and changes in beneficiaries

1

The overseas entity must deliver to the registrar—

a

a statement that the entity has no reasonable cause to believe that there is any person who, at the end of the relevant period, was a registrable beneficial owner of the entity by virtue of being a trustee, or

b

a statement that the entity has reasonable cause to believe that there is at least one such person.

2

Where a statement is delivered under sub-paragraph (1)(b) the overseas entity must also deliver to the registrar —

a

the required information about each trust (a “relevant trust”) by virtue of which a trustee was a registrable beneficial owner of the entity at the end of the relevant period,

b

in relation to each relevant trust, a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and

c

in relation to each relevant trust, the statement in row 1 of the table set out in sub-paragraph (3), or the statement and information listed in row 2 of that table.

3

This is the table referred to in sub-paragraph (2)(c)—

	Statement	Information
1	A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust during the relevant period.
2	A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust during the relevant period.	1 The information specified in paragraph 8(1)(d) of Schedule 1 about each person who became or ceased to be a beneficiary under the trust during the relevant period, or so much of that information as the entity has been able to obtain. 2 The date on which each of them became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.

4

Statements required by this paragraph to be delivered to the registrar must relate to the time when they are delivered.

5

Information required by sub-paragraph (2)(a) to be delivered to the registrar must relate to the state of affairs at the end of the relevant period.

6

Information required by sub-paragraph (2)(c) to be delivered to the registrar as a result of a person having become or ceased to be a beneficiary under a trust must relate to the state of affairs when the person became or ceased be a beneficiary.

7

For the required information, see Schedule 1.

A requirement imposed by paragraphs 2 to 5 to provide information may be met (in whole or in part) by confirming information previously provided.

7Failure to comply with this Schedule

Section 8 (offence of failure to comply with updating duty) applies in relation to a failure to comply with a duty imposed by paragraphs 2 to 5 of this Schedule as it applies in relation to a failure to comply with section 7.

if it identifies any such person, to obtain the information mentioned in paragraph 5(2)(a).

5

The steps that an overseas entity must take by virtue of this paragraph include giving an information notice under this paragraph to any person that it knows, or has reasonable cause to believe, falls within sub-paragraph (2)(a), (3)(a) or (4)(a).

6

An information notice under this paragraph is a notice requiring the recipient to provide the information mentioned in sub-paragraph (2)(b), (3)(b) or (4)(b).

7

Sections 15 to 15B (offences) apply in relation to information notices under this paragraph as they apply in relation to information notices under section 12.

9Power to exclude descriptions of registrable beneficial owner

1

The Secretary of State may by regulations provide that, for the purposes of any provision of this Schedule specified in the regulations, a person of a description so specified is not to be treated as a registrable beneficial owner of an overseas entity.

2

No regulations may be made under sub-paragraph (1) after the end of the period of two years beginning with the day on which the Economic Crime and Corporate Transparency Act 2023 is passed.

3

The Secretary of State must consult the Scottish Ministers before making regulations under sub-paragraph (1) that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.

4

Regulations under sub-paragraph (1) are subject to the negative resolution procedure.

Economic Crime (Transparency and Enforcement) Act 2022

PART 1Registration of overseas entities

Introduction

I158I49I1161Overview

a

b

I65I186I532Definition of “overseas entity” etc

1

2

The register and registration

I14I6I763Register of overseas entities

1

2

a

b

F59ba

c

3

a

b

I101I117I1634Application for registration

1

a

b

c

d

2

3

a

b

4

5

6

7

I165I124I2075Registration and allocation of overseas entity ID

1

a

b

c

2

3

4

I33I175I1576Notice of registration

1

2

a

b

3

a

b

Updating

I42I2957Updating duty

1

a

b

c

d

e

2

3

a

b

c

4

a

b

c

F104A

5

6

7

a

b

F117A

8

9

a

b

10

a

I158 I49 I1161Overview

I65 I186 I532Definition of “overseas entity” etc

I14 I6 I763Register of overseas entities

I101 I117 I1634Application for registration

I165 I124 I2075Registration and allocation of overseas entity ID

I33 I175 I1576Notice of registration

I42 I2957Updating duty

I196 I2968Failure to comply with updating duty

I35 I13710Processing of application under section 9