Economic Crime and Corporate Transparency Act 2023 (c. 56)

PART 1 U.K. Companies etc

Overseas companies U.K.

98 Change of addresses of officers of overseas companies by registrar U.K.

In section 1046 of the Companies Act 2006 (overseas companies: registration of particulars), after subsection (6) insert—

“(6A) Where regulations under this section require an overseas company to deliver to the registrar for registration—

(a) a service address for an officer of the company, or

(b) the address of the principal office of an officer of the company,

the regulations may make provision corresponding or similar to any provision made by section 1097B or 1097C (rectification of register relating to service addresses or principal office addresses) or to provision that may be made by regulations made under that section.”

Commencement Information

I1 S. 98 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

99 Overseas companies: availability of material for public inspection etc U.K.

In section 1046 of the Companies Act 2006 (overseas companies: registration of particulars), after subsection (6A) (inserted by section 98 of this Act) insert—

“(6B) Regulations under this section may include provision for information delivered to the registrar under the regulations to be withheld from public inspection.

(6C) The provision that may be made by regulations under this section includes provision conferring a discretion on the registrar.”

Commencement Information

I2 S. 99 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

100 Registered addresses of an overseas company U.K.

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

(2) After section 1048 insert—

“1048A Registered addresses of an overseas company

(1) The Secretary of State may by regulations make provision requiring an overseas company that is required to register particulars under section 1046 to deliver to the registrar for registration—

(a) a statement specifying an address in the United Kingdom that is an appropriate address for the company;

(b) a statement specifying an appropriate email address for the company.

(2) The regulations may include provision—

(a) allowing an overseas company to change the address or email address for the time being registered for it under the regulations;

(b) requiring an overseas company to ensure that the address or email address for the time being registered for it under the regulations is an appropriate address or appropriate email address.

(3) The regulations may include—

(a) provision for information contained in a statement specifying an appropriate email address to be withheld from public inspection;

(b) provision corresponding or similar to any provision made by section 1097A (rectification of register relating to a company’s registered office) or to provision that may be made by regulations made under that section.

(4) In this section—

• “appropriate address” has the meaning given by section 86(2);

• “appropriate email address” has the meaning given by section 88A(2).

(5) Regulations under this section are subject to negative resolution procedure.”

(3) In section 1139 (service of documents on company), for subsections (2) and (3) substitute—

“(2) A document may be served on an overseas company whose particulars are registered under section 1046—

(a) by leaving it at, or sending it by post to, the company’s registered address, or

(b) by leaving it at, or sending it by post to, the registered address of any person resident in the United Kingdom who is authorised to accept service of documents on the company’s behalf.

(3) In subsection (2) “registered address”—

(a) in relation to the overseas company, means the address for the time being registered for the company under regulations under section 1048A(1)(a);

(b) in relation to a person other than the overseas company, means any address for the time being shown as a current address in relation to that person in the part of the register available for public inspection.”

Commencement Information

I3 S. 100 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

101 Overseas companies: identity verification of directors U.K.

After section 1048A of the Companies Act 2006 (inserted by section 100 of this Act) insert—

“1048B Identity verification of directors

(1) This section applies in relation to an overseas company that is required to register particulars under section 1046.

(2) The Secretary of State may by regulations make provision for the purpose of ensuring that each individual who is a director of such a company is an individual whose identity is verified (see section 1110A).

(3) The regulations may include provision—

(a) requiring the delivery of statements or other information to the registrar;

(b) for statements or other information delivered to the registrar under the regulations to be withheld from public inspection;

(c) applying section 167M (prohibition on director acting unless ID verified), with or without modifications;

(d) applying section 1110C (exemption from identity verification: national security grounds), with or without modifications.

(4) Regulations under this section are subject to negative resolution procedure.”

Commencement Information

I4 S. 101 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)