Economic Crime (Transparency and Enforcement) Act 2022

Correction or removal of material on the register

27 Resolving inconsistencies in the register

(1) Where it appears to the registrar that the information contained in a document delivered to the registrar is inconsistent with other information on the register, the registrar may give notice to the overseas entity to which the document relates—

(a) stating in what respects the information contained in it appears to be inconsistent with other information on the register, and

(b) requiring the overseas entity to take steps to resolve the inconsistency.

(2) The notice must—

(a) state the date on which it is issued, and

(b) require the delivery to the registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.

(3) If the necessary documents are not delivered within the period specified, an offence is committed by—

(a) the overseas entity, and

(b) every officer of the overseas entity who is in default.

(4) A person guilty of an offence under subsection (3) is liable on summary conviction—

(a) in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale;

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

28 Administrative removal of material from register

(1) The registrar may remove from the register—

(a) anything that there was power, but no duty, to include;

(b) anything listed in section 22(1) (material unavailable for public inspection), if it no longer appears to the registrar reasonably necessary for the purposes for which it was delivered to the registrar.

(2) The power in subsection (1)(a) is exercisable, in particular, so as to remove—

(a) unnecessary material within the meaning of section 1074 of the Companies Act 2006,

(b) material derived from a document that has been replaced under section 1076 of that Act (replacement of document not meeting requirements for proper delivery), or

(c) material derived from a document that has been replaced under section 27.

(3) On or before removing any material under subsection (1)(a) (otherwise than at the request of the overseas entity) the registrar must give notice—

(a) to the person by whom the material was delivered (if the identity, and name and address of that person are known), or

(b) to the overseas entity to which the material relates (if notice cannot be given under paragraph (a) and the identity of that overseas entity is known).

(4) The notice must—

(a) state what material the registrar proposes to remove, or has removed, and on what grounds, and

(b) state the date on which it is issued.

29 Application to rectify register

(1) The Secretary of State may by regulations make provision requiring the registrar, on application, to remove from the register material of a description specified in the regulations that—

(a) derives from anything invalid or ineffective or that was done without the authority of the overseas entity, or

(b) is factually inaccurate, or is derived from something that is factually inaccurate, or forged.

(2) The regulations may make 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.

(3) An application must—

(a) specify what is to be removed from the register and indicate where on the register it is, and

(b) be accompanied by a statement that the material specified in the application complies with this section and the regulations.

(4) If no objections are made to the application, the registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.

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

30 Court 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.

31 Court powers on ordering removal of material from the register

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

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

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

(4) It may direct—

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

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

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

(a) that—

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

(ii) the availability for public inspection of the court’s order,

may cause damage to the overseas entity, and

(b) that the overseas entity’s interest in non-disclosure outweighs any interest of other persons in disclosure.

(6) In this section “note” means a note placed in the register under section 20 or regulations made under it.