Economic Crime (Transparency and Enforcement) Act 2022 (c. 10)

PART 1 U.K. Registration of overseas entities

Transitional provision U.K.

41 Applications in the transitional period: information about land transactions U.K.

(1) This section applies where an overseas entity makes an application under section 4 for registration before the end of the transitional period.

(2) If the entity has not made any relevant dispositions of land during the period—

(a) beginning with 28 February 2022, and

(b) ending with the making of the application,

the application must include a statement to that effect.

(3) If the entity has made any relevant dispositions of land during the period mentioned in subsection (2), the application must include—

(a) the required information about each relevant disposition of land made during that period (see subsection (5)),

(b) in relation to each such disposition, the statements and information mentioned in paragraphs (a), (b) and (c) of section 4(1) expressed by reference to the state of affairs immediately before the making of the disposition, and

(c) a statement that all of the information required by paragraphs (a) and (b) of this subsection has been included in the application.

(4) In this section “relevant disposition of land”, in relation to an overseas entity, means—

(a) a registrable disposition of a qualifying estate within section 27(2)(a), (b)(i) or (f) of the Land Registration Act 2002 other than—

(i) a disposition made in pursuance of a statutory obligation or court order, or occurring by operation of law, or

(ii) a disposition made by a specified insolvency practitioner in specified circumstances (within the meaning of paragraph 3(3) of Schedule 4A to the Land Registration Act 2002, as inserted by Schedule 3 to this Act);

(b) the delivery by the entity of a qualifying registrable deed granted by it where the entity’s interest in respect of which the deed was granted was registered in the Land Register of Scotland on or after 8 December 2014, unless the deed was granted—

(i) in pursuance of a statutory obligation or court order, or

(ii) by a specified insolvency practitioner in specified circumstances (within the meaning of paragraph 2(5) of schedule 1A of the Land Registration etc. (Scotland) Act 2012, as inserted by Schedule 4 to this Act).

(5) The required information about a relevant disposition of land is—

(a) where the relevant disposition of land is within subsection (4)(a)—

(i) the date of disposition, and

(ii) the registered title number of the qualifying estate;

(b) where the relevant disposition of land is within subsection (4)(b)—

(i) the date of delivery of the deed, and

(ii) the title number of the title sheet in which the entity’s interest is entered.

(6) In subsection (4)(a) “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,

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.

Commencement Information

I1 S. 41 not in force at Royal Assent, see s. 69

I2 S. 41 in force at 1.8.2022 for specified purposes by S.I. 2022/876, reg. 3(m)

I3 S. 41 in force at 12.10.2022 in so far as not already in force by S.I. 2022/1039, reg. 2(a)

42 Requirement for certain unregistered overseas entities to provide information U.K.

(1) An overseas entity, and every officer of the entity who is in default, commits an offence if—

(a) at any time during the period beginning with 28 February 2022 and ending with the end of the transitional period, the entity has made a relevant disposition of land,

(b) at the end of the transitional period the entity—

(i) is not registered as an overseas entity,

(ii) has not made an application for registration as an overseas entity that is pending, and

(iii) is not an exempt overseas entity, and

(c) the entity has not, after making the relevant disposition of land and before the end of the transitional period, delivered to the registrar—

(i) statements and information of the kind mentioned in paragraphs (a), (b), (c) and (d) of section 4(1), expressed by reference to the state of affairs immediately before the making of the relevant disposition of land, and

(ii) the required information about the relevant disposition of land (within the meaning of section 41(5)).

(2) A person guilty of an offence under subsection (1) is liable on summary conviction—

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

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

(3) The contravention continues until such time as the overseas entity has delivered the statements and information mentioned in subsection (1)(c).

(4) In the case of continued contravention, an offence is also committed by every officer of the overseas entity who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention.

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

(a) in England and Wales, to a fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale for each day on which the contravention continues and the person is in default;

(b) in Scotland or Northern Ireland, to a fine not exceeding one half of level 5 on the standard scale for each day on which the contravention continues and the person is in default.

(6) 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).

Commencement Information

I4 S. 42 not in force at Royal Assent, see s. 69

I5 S. 42 in force at 1.8.2022 for specified purposes by S.I. 2022/876, reg. 3(m)

I6 S. 42 in force at 12.10.2022 in so far as not already in force by S.I. 2022/1039, reg. 2(a)

43 Section 42: supplementary U.K.

(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).

[F1 (1A) 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.

Textual Amendments

F1 S. 43(1A) inserted (26.10.2023 for specified purposes) by Economic Crime and Corporate Transparency Act 2023 (c. 56), s. 219(1)(2)(b), Sch. 6 para. 7

Commencement Information

I7 S. 43 not in force at Royal Assent, see s. 69

I8 S. 43 in force at 1.8.2022 for specified purposes by S.I. 2022/876, reg. 3(m)

I9 S. 43 in force at 12.10.2022 in so far as not already in force by S.I. 2022/1039, reg. 2(a)

[F2 43A Duty to deliver further information for transitional cases U.K.

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

Textual Amendments

F2 S. 43A 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. 3