The Registrar of Companies (Fees) (Register of Overseas Entities) Regulations 2024

Prospective

Statutory Instruments

2024 No. 153

FEES AND CHARGES

The Registrar of Companies (Fees) (Register of Overseas Entities) Regulations 2024

Made

14th February 2024

Laid before Parliament

19th February 2024

Coming into force

1st May 2024

The Secretary of State makes these Regulations in exercise of the powers conferred by sections 1063(1) to 1063(3A) and 1292(1)(c) of the Companies Act 2006(1).

Prospective

Citation, commencement and extent U.K.

1.—(1) These Regulations may be cited as the Registrar of Companies (Fees) (Register of Overseas Entities) Regulations 2024.

(2) These Regulations come into force on 1st May 2024.

(3) These Regulations extend to England and Wales, Scotland and Northern Ireland.

Commencement Information

I1 Reg. 1 in force at 1.5.2024, see reg. 1(2)

Interpretation U.K.

2.  In these Regulations—

“the 2022 Act” means the Economic Crime (Transparency and Enforcement) Act 2022(2);

“duty to deliver documents by electronic means” means the duty referred to in regulation 3 of the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022(3);

“exception to the duty to deliver documents by electronic means” means the exception referred to in regulation 4 of the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022;

“overseas entity” has the meaning given in section 2 of the 2022 Act;

“register of overseas entities” means the register referred to in section 3(1) of the 2022 Act;

“the registrar” has the meaning given in section 3(1) of the 2022 Act.

Commencement Information

I2 Reg. 2 in force at 1.5.2024, see reg. 1(2)

Fees payable to the registrar. U.K.

3.—(1) The Schedule to these Regulations makes provision for the fees that are payable to the registrar in respect of functions relating to the register of overseas entities.

(2) Where a fee is payable under the Schedule and the means of delivery to the registrar is specified as in hard copy form, that fee is payable only when an exception to the duty to deliver documents by electronic means is applicable.

Commencement Information

I3 Reg. 3 in force at 1.5.2024, see reg. 1(2)

Transitional provisions U.K.

4.  Regulation 3 and the Schedule do not have effect where any document or application delivered to the registrar on or before 7th January 2024 is registered on or after 8th January 2024.

Commencement Information

I4 Reg. 4 in force at 1.5.2024, see reg. 1(2)

Kevin Hollinrake

Parliamentary Under Secretary of State

Department for Business and Trade

14th February 2024

Prospective

Regulation 3

Schedule U.K. FEES PAYABLE

Commencement Information

I5 Sch. in force at 1.5.2024, see reg. 1(2)

Register of Overseas Entities U.K.

In respect of the performance by the registrar of functions in relation to the register of overseas entities the fee specified in relation to the matter below is payable on the registration of the documents so delivered relating to that matter except as provided in sub-paragraph (c)—

Matter for which fee is payable	Amount of fee
(a) for the registration of an overseas entity under Part 1 Section 4 of the 2022 Act—
(i) where the required documents are delivered in hard copy form,	£467.00
(ii) where the required documents are delivered by electronic means;	£234.00
(b) for the delivery to the registrar of the statements and information required under the updating duty under Part 1 Section 7 of the 2022 Act—
(i) where the required documents are delivered in hard copy form,	£467.00
(ii) where the required documents are delivered by electronic means;	£234.00
(c) for the application by a registered overseas entity for removal from the list of registered overseas entities under Part 1 Section 9 of the 2022 Act payable on receipt of the application—
(i) where the application is delivered in hard copy form,	£940.00
(ii) where the application is delivered by electronic means.	£706.00

Prospective

Explanatory Note

(This note is not part of the Regulations)

These Regulations make provision for the fees to be payable to the registrar of companies for England and Wales (“the registrar”) in respect of functions relating to the register of overseas entities kept by the registrar in accordance with Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (c. 10).

The Regulations provide for the fees previously determined administratively by the registrar under section 1063(5) of the Companies Act 2006 (c. 46) and set out in the Register of Overseas Entities Fees Determination made on 17th August 2023 (“Fees Determination”).

The Economic Crime and Corporate Transparency Act 2023 (c. 56) included amendments to section 1063 of the Companies Act 2006 to provide for the cost of investigative and enforcement activities to be taken into account when determining fees. These Regulations are made under section 1063 and increase the level of fees payable compared to those set out in the Fees Determination.

Regulation 3(1) and the related Schedule provide the fees to be payable to the registrar in respect of functions relating to the register of overseas entities.

Regulation 3(2) provides that the fees in the Schedule for delivery of documents or an application in hard copy form will only be payable in circumstances where an exception to the duty to deliver documents by electronic means as set out in regulation 4 of the Register of Overseas Entities (Delivery, Protection and Trust Services) Regulations 2022 (S.I. 2022/870) is applicable.

Regulation 4 provides that the new fees in Regulation 3 and the related Schedule are subject to transitional provisions.

An impact assessment has not been produced for this instrument as no, or no significant, impact on the private or voluntary sector is foreseen.

(1)

2006 c.46. Section 1063 was amended by section 93 of the Economic Crime and Corporate Transparency Act 2023 (c. 56).

(2)

2022 c.10.

(3)

S.I. 2022/870. For the meaning of “delivered by electronic means” see section 1168(4) and (7) of the Companies Act 2006.