Economic Crime (Transparency and Enforcement) Act 2022

SCHEDULES

Sections 4, 7 and 9

SCHEDULE 1 Applications: required information

PART 1 Introduction

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

PART 2 Overseas entities

2 (1) The required information about an overseas entity is—

(a) name;

(b) country of incorporation or formation;

(c) registered or 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.

(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.

PART 3 Registrable beneficial owners

Individuals

3 (1) Where a registrable beneficial owner is an individual, the required information about the owner is—

(a) name, date of birth and nationality;

(b) usual residential address;

(c) a service address;

(d) the date on which the individual became a registrable beneficial owner in relation to the overseas entity;

(e) which of the conditions in paragraph 6 of Schedule 2 is met in relation to the registrable beneficial owner and a statement as to why that condition is met;

(f) whether the individual meets that condition by virtue of being a trustee;

(g) whether the individual 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) For the purposes of sub-paragraph (1)(a), “name” means a person’s first name (or other forename) and surname, except that in the case of—

(a) a peer, or

(b) an individual usually known by a title,

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.

Governments and public authorities

4 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;

(f) which of the conditions in paragraph 6 of Schedule 2 is met in relation to the registrable beneficial owner and a statement as to why that condition is met;

(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.

Other legal entities

5 (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) registered or 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;

(g) which of the conditions in paragraph 6 of Schedule 2 is met in relation to the registrable beneficial owner and a statement as to why that condition is met;

(h) whether the entity meets that condition by virtue of being a trustee;

(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 4 Managing officers

Individuals

6 (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 registered or principal office);

(e) business occupation (if any);

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

(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), “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.

Persons other than individuals

7 (1) Where a managing officer is not an individual, the required information about the officer is—

(a) name;

(b) registered or 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) the name and contact details of an individual who may be contacted about the managing 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 5 Trusts

8 (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) in 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;

(e) in 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;

(f) in 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.

(2) In sub-paragraph (1)(c), “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 6 Powers to make further provision under this Schedule

9 (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.

10 (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.

Section 4

SCHEDULE 2 Registrable beneficial owners

PART 1 Meaning of “registrable beneficial owner”

Introduction

1 (1) This Part defines “registrable beneficial owner” for the purposes of this Part of this Act.

(2) A registrable beneficial owner may be—

(a) an individual (see paragraph 2),

(b) a legal entity (see paragraph 3), or

(c) a government or public authority (see paragraph 4).

Registrable beneficial owners: individuals

2 An individual is a “registrable beneficial owner” in relation to an overseas entity if the individual —

(a) is a beneficial owner of the overseas entity (see Part 2), and

(b) is not exempt from being registered (see Part 4).

Registrable beneficial owners: legal entities

3 A legal entity other than a government or public authority is a “registrable beneficial owner” in relation to an overseas entity if it—

(a) is a beneficial owner of the overseas entity (see Part 2),

(b) is subject to its own disclosure requirements (see Part 3), and

(c) is not exempt from being registered (see Part 4).

Registrable beneficial owners: government or public authority

4 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 (see Part 2).

PART 2 Meaning of “beneficial owner”

Introduction

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

Beneficial owners

6 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—

  (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

  (b)

  X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity.

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

7 (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 4 Beneficial owners exempt from registration

“Exempt from being registered”

8 For the purposes of paragraphs 2(b) and 3(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),

(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.

Holding an interest in an overseas entity etc

9 (1) This paragraph specifies the circumstances in which, for the purposes of paragraph 8—

(a) a person (“V”) is to be regarded as holding an interest in an overseas entity (“entity W”);

(b) an interest held by V in entity W is to be regarded as held through a legal entity.

(2) V holds an interest in entity W if—

(a) V holds, directly or indirectly, shares in entity W,

(b) V holds, directly or indirectly, voting rights in entity W,

(c) V holds, directly or indirectly, the right to appoint or remove any member of the board of directors of entity W,

(d) V has the right to exercise, or actually exercises, significant influence or control over entity W, or

(e) the following conditions are both satisfied—

(i) 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 hold an interest in entity W in a way mentioned in any of paragraphs (a) to (d);

(ii) V has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity.

(3) Where V—

(a) holds an interest in entity W by virtue of indirectly holding shares or a right, and

(b) does so by virtue of having a majority stake (see paragraph 18) in—

(i) 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 5 Supplementary provision about interpretation of Schedule

Introduction

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

Joint interests

11 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.

Joint arrangements

12 (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).

Calculating shareholdings

13 (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

14 (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.

15 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

16 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.

17 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.

Shares or rights held “indirectly”

18 (1) A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity—

(a) holds the share in question, or

(b) is part of a chain of legal entities—

(i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

(ii) the last of which holds the share.

(2) A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity—

(a) holds that right, or

(b) is part of a chain of legal entities—

(i) each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and

(ii) the last of which holds that right.

(3) For these purposes, A has a “majority stake” in B if—

(a) A holds a majority of the voting rights in B,

(b) A is a member of B and has the right to appoint or remove a majority of the board of directors of B,

(c) A is a member of B and controls alone, or pursuant to an agreement with other shareholders or members, a majority of the voting rights in B, or

(d) A has the right to exercise, or actually exercises, dominant influence or control over B.

(4) In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—

(a) a person’s appointment as director follows necessarily from that person’s appointment as director of the legal entity, or

(b) the directorship is held by the legal entity itself.

Shares held by nominees

19 A share held by a person as nominee for another is to be treated for the purposes of this Schedule as held by the other (and not by the nominee).

Rights treated as held by a person who controls their exercise

20 (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).

Rights exercisable only in certain circumstances etc

21 (1) Rights that are exercisable only in certain circumstances are to be taken into account only—

(a) when the circumstances have arisen, and for so long as they continue to obtain, or

(b) when the circumstances are within the control of the person having the rights.

(2) But rights that are exercisable by an administrator or by creditors while a legal entity is in relevant insolvency proceedings are not to be taken into account even while the entity is in those proceedings.

(3) “Relevant insolvency proceedings” means—

(a) administration within the meaning of the Insolvency Act 1986,

(b) administration within the meaning of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), or

(c) proceedings under the insolvency law of a country or territory outside the United Kingdom during which an entity’s assets and affairs are subject to the control or supervision of a third party or creditor.

(4) Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.

Rights attached to shares held by way of security

22 Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person—

(a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person’s instructions, and

(b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person’s interests.

Limited partnerships

23 (1) A person does not meet Condition 1, 2 or 3 of paragraph 6 in relation to an overseas entity by virtue only of being a limited partner.

(2) A person does not meet Condition 1, 2 or 3 of paragraph 6 in relation to an overseas entity by virtue only of, directly or indirectly—

(a) holding shares, or

(b) holding a right,

in or in relation to a limited partner.

(3) Sub-paragraphs (1) and (2) do not apply for the purposes of determining whether the requirement set out in Condition 5(a) of paragraph 6 is met.

(4) In this paragraph “limited partner” means—

(a) 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.

Meaning of “director”

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

PART 6 Power to amend thresholds etc

25 (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.

Section 33(1)

SCHEDULE 3 Land ownership and transactions: England and Wales

PART 1 Amendments to Land Registration Act 2002

1 The Land Registration Act 2002 is amended as follows.

2 After section 85 insert—

“Overseas entities

85A Overseas entities

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

3 After Schedule 4 insert—

Section 85A

“SCHEDULE 4A Overseas entities

Meaning of “qualifying estate”

1 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.

Registration

2 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.

Restrictions on disposal

3 (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.

Registrable dispositions by overseas entity entitled to be registered (but not registered)

4 (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).

Consent to registration of dispositions that cannot otherwise be registered

5 (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.

Making dispositions that cannot be registered

6 (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.”

4 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.”

PART 2 Transition: qualifying estates registered pre-commencement

Duty of proprietor to register as an overseas entity within transitional period

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

(a) at the end of the transitional period, the entity—

(i) is the registered proprietor of a qualifying estate, but

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

(b) the entity became the registered proprietor of that qualifying estate in pursuance of an application made on or after 1 January 1999 but before the commencement date.

(2) 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 2 years or a fine (or both).

(3) In sub-paragraph (2)(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.

(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.

Registrar’s duty to enter restriction in relation to qualifying estate

6 (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.

Interpretation

7 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).

Section 33(2)

SCHEDULE 4 Land ownership and transactions: Scotland

PART 1 Amendments

Conveyancing (Scotland) Act 1924

1 (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)

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

3 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.”

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

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

5 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”.

6 The italic heading before section 112 becomes “Offences”.

7 After section 112 insert—

“112A Offence 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.”

8 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.”

9 After schedule 1 insert—

Section 21

“SCHEDULE 1A Land transactions: overseas entities

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).

Case where Keeper must reject prescriptive application

5 (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.

Case where Keeper must reject voluntary application

6 (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.

Consent to registration of certain deeds that cannot otherwise be registered

7 (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.

Partially executed deeds

8 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.

Interpretation

9 (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.”

PART 2 Transition: deeds registered pre-commencement

Duty to register as an overseas entity within transitional period

10 (1) This paragraph applies where—

(a) an overseas entity is entered as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland, having been so entered during the pre-commencement period,

(b) in relation to a lease that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before 8 December 2014, an overseas entity is, by virtue of an assignation of the lease registered in the Land Register of Scotland during the pre-commencement period, the tenant under the lease, or

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

(a) on the expiry of the transitional period, the paragraph of sub-paragraph (1) that applied in relation to the overseas entity immediately before the beginning of the transitional period continues to apply in relation to the overseas entity, and

(b) the entity is not registered as an overseas entity, has not made an application for registration as an overseas entity that is pending and is not an exempt overseas entity.

(3) A person guilty of an offence under this paragraph 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 2 years or a fine (or both).

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

Disapplication of certain provisions during transitional period

11 (1) This paragraph applies where—

(a) an overseas entity is entered as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland, having been so entered during the pre-commencement period,

(b) in relation to a lease that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before 8 December 2014, an overseas entity is, by virtue of an assignation of the lease registered in the Land Register of Scotland during the pre-commencement period, the tenant under the lease, or

(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

12 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).

13 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 3 Power to make further provision

14 (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.

Section 33(3)

SCHEDULE 5 Land ownership and transactions: Northern Ireland

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

2 After section 61 insert—

“61A Overseas entities

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

3 After Schedule 8 insert—

Section 61A

“SCHEDULE 8A Overseas entities

PART 1 Registration and dispositions

Meaning of “qualifying estate”

1 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.

Registration

2 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.

Restrictions on disposal

3 (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.

Registrable dispositions by overseas entity entitled to be registered (but not registered)

4 (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).

Making dispositions that cannot be registered

5 (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.”