The Economic Crime and Corporate Transparency Act 2023 (Consequential, Incidental and Miscellaneous Provisions) Regulations 2025

Regulation 4

Schedule 2 Amendments to secondary legislation

The European Economic Interest Grouping Regulations 1989

1.  In regulation 5 of the European Economic Interest Grouping Regulations 1989 (managers (Article 19(2) of the EC Regulation))(1)—

(a) in paragraphs (3)(a) and (b), for “section 163”, in each place it occurs, substitute “section 167J”;

(b) in paragraph (3)(b), for “section 164” substitute “section 167K”;

(c) omit paragraph (3A).

The European Public Limited-Liability Company Regulations 2004

2.—(1) The European Public Limited-Liability Company Regulations 2004(2) are amended as follows.

(2) In regulation 79 (register of members of supervisory organ)—

(a) in paragraph (3)(a), omit “or”;

(b) omit paragraph (3)(b);

(c) omit paragraph (10).

(3) In regulation 85 (registration of a public company by the conversion of a UK Societas)—

(a) in paragraph (3)(a), for “section 163” substitute “section 167J”;

(b) in paragraph (3)(b), for “section 164” substitute “section 167K”;

(c) omit paragraph (4);

(d) in paragraph (6)(a), for “section 277” substitute “section 279J”;

(e) in paragraph (6)(b), for “section 278” substitute “sections 279K and 279L”;

(f) omit paragraph (7).

The Register of People with Significant Control Regulations 2016

3.—(1) The Register of People with Significant Control Regulations 2016 are amended as follows.

(2) Omit regulation 5 (modification for persons covered by section 790C(12) of the Act).

(3) In paragraphs (b) and (d) of regulation 18 (content of a warning notice), for “or 790E” substitute “, 790DA, 790E or 790EA”.

(4) In regulation 20 (failure to comply with a section 790D or 790E notice: valid reason) and in the heading to that regulation, for “or 790E” substitute “, 790DA, 790E or 790EA”.

The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016

4.—(1) The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016(3) are amended as follows.

(2) Omit regulations 5 and 6 (modification of the Act in its application to SEs).

The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017

5.—(1) The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017(4) are amended as follows.

(2) In regulation 28 (customer due diligence measures), for paragraph (9) substitute—

“(9) Relevant persons do not satisfy their requirements under paragraph (4) by relying solely on information delivered to the registrar under any enactment that requires information to be delivered to the registrar about registrable persons, registrable relevant legal entities or registrable beneficial owners.

(9A) In paragraph (9)—

“registrable beneficial owner” has the meaning given in section 4(5) (application for registration) of, and Schedule 2 (registrable beneficial owners) to, the Economic Crime (Transparency and Enforcement) Act 2022(5);

“registrable person” has the meaning given in section 790C(4) (key terms) of the Companies Act 2006(6), including as that definition is applied under any enactment;

“registrable relevant legal entity” has the meaning given in section 790C(8) of the Companies Act 2006(7), including as that definition is applied under any enactment;

“registrar” means—

(a)

in relation to information delivered to the registrar under Part 1 (registration of overseas entities) of the Economic Crime (Transparency and Enforcement) Act 2022, the registrar of companies for England and Wales;

(b)

in relation to information delivered to the registrar under any other enactment, the registrar referred to in section 1060(3) (the registrar) of the Companies Act 2006.”.

(3) In regulation 30A (requirement to report discrepancies in registers)—

(a) for paragraph (3) substitute—

“(3) A material discrepancy referred to in paragraphs (2) and (2B) must be reported—

(a) if it relates to a firm of a type described in paragraph (1)(a) to (d), to the registrar referred to in section 1060(3) of the Companies Act 2006;

(b) if it relates to a trust of a type described in paragraph (1)(e), to the Commissioners;

(c) if it relates to an overseas entity of a type described in paragraph (1)(f), to the registrar of companies for England and Wales.”;

(b) omit paragraph (7);

(c) after paragraph (8) insert—

“(9) In this regulation “the register” means—

(a) in relation to a customer which is of the type described in paragraph (1)(a), the register within the meaning of section 1080(2) of the Companies Act 2006;

(b) in relation to a customer which is a firm of a type described in paragraph (1)(b) to (d), the records of information mentioned in section 1080(1)(a) of the Companies Act 2006 relating to such firm;

(c) in relation to a customer which is an overseas entity of a type described in paragraph (1)(f), the register referred to in section 3(1) of the Economic Crime (Transparency and Enforcement) Act 2022.”.

The Scottish Partnerships (Register of People with Significant Control) Regulations 2017

6.—(1) The Scottish Partnerships (Register of People with Significant Control) Regulations 2017(8) (“the 2017 Regulations”) are amended as follows.

(2) In regulation 2, in the definition of “the register”, for “means the register kept by the registrar under section 1080 of the Companies Act 2006” substitute “has the meaning given in section 1080(2) of the Companies Act 2006, as applied to eligible Scottish partnerships by regulation 58A”.

(3) After regulation 58 insert—

“58A.   Section 1080(2) of the Companies Act 2006 applies to eligible Scottish partnerships, modified so that it reads as follows—

“(2) The records relating to eligible Scottish partnerships are referred to collectively as “the register”.”.”.

(4)  In regulation 61, in section 1087 of the 2006 Act (material not available for inspection) as applied in relation to information delivered to the registrar by eligible Scottish partnerships by that regulation, for subsection (1) substitute—

“(1) The following material must not, so far as it forms part of the register, be made available by the registrar for public inspection—

(a) any application or other document delivered to the registrar under section 1098B, 1098D or 1098E or regulations made under section 1098G (authorised corporate service providers);

(b) any document delivered to the registrar under regulations made under section 1110B;

(c) any other material which is excluded from public inspection by or under any enactment.”.

The Information Sharing (Disclosure by the Registrar) Regulations 2024

7.—(1) The Information Sharing (Disclosure by the Registrar) Regulations 2024(9) are amended as follows.

(2) In regulation 2—

(a) after the definition of “the 1989 Order” insert—

““the 2001 Regulations” means the Limited Liability Partnerships Regulations 2001(10);

“the 2004 Regulations” means the Limited Liability Partnerships Regulations (Northern Ireland) 2004(11);”;

(b) after the definition of “the Companies Acts” insert—

““LLP” means a limited liability partnership within the meaning given by section 1 of the Limited Liability Partnerships Act 2000(12);”.

(3) In regulation 3 (specified persons to whom information may be disclosed)—

(a) after paragraph (a) insert—

“(aa) a person acting as an insolvency practitioner within the meaning of section 388(1)(a) of the 1986 Act, as applied to LLPs by regulation 5(2) of, and Schedule 3 to, the 2001 Regulations or of Article 3(1)(a) of the 1989 Order, as applied to LLPs by regulation 5 of, and Schedule 3 to, the 2004 Regulations;”;

(b) after paragraph (c) insert—

“(ca) the official receiver as defined by section 399(1) of the 1986 Act, as applied to LLPs by regulation 5(2) of, and Schedule 3 to, the 2001 Regulations and a person appointed in accordance with Article 355(1) of the 1989 Order, as applied to LLPs by regulation 5 of, and Schedule 3 to, the 2004 Regulations;”.

(4) In regulation 4 (non-public purposes for which information may be disclosed to specified persons)—

(a) in paragraph (1)(b), omit “, including as applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001”;

(b) after paragraph (1) insert—

“(1A) A reference in paragraph (1) to—

(a) the 1986 Act includes that Act as applied to LLPs by regulation 5(2) of, and Schedule 3 to, the 2001 Regulations;

(b) the 1989 Order includes that Order as applied to LLPs by regulation 5 of, and Schedule 3 to, the 2004 Regulations.”;

(c) in paragraph (7), omit the definition of “limited liability partnerships”.

The Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025

8.  For regulation 31 of the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 substitute—

Requirement to deliver statements about the unique identifier

31.— (1) Where a statement is delivered under any of the provisions mentioned in paragraph (2) that an individual’s identity is verified, the statement must include a statement of the individual’s unique identifier(13).

(2) The provisions are—

(a) section 12(2A) of the 2006 Act;

(b) section 12B(2) of that Act;

(c) section 167G(3)(c) of that Act;

(d) section 790LB(1) of that Act;

(e) section 790LM(2) of that Act;

(f) section 790LN(2) of that Act;

(g) section 1067A(1)(b) of that Act;

(h) section 1067A(2) of that Act;

(i) section 1098B(2)(c) of that Act;

(j) regulations made under section 4(3)(a) of the Economic Crime and Corporate Transparency Act 2023; and

(k) regulations made under paragraph 3(2)(a) of Schedule 2 to that Act.”.

(1)

S.I. 1989/638; relevant amending instruments are S.I. 2009/2399, 2014/2382.

(2)

S.I. 2004/2326; relevant amending instruments are S.I. 2009/2400, 2014/2382, 2015/1695, 2018/1298.

(3)

S.I. 2016/375.

(4)

S.I. 2017/692; relevant amending instruments are S.I. 2019/685, 2020/991, 2022/860.

(5)

2022 c. 10. Schedule 2 was amended by section 162 of the Economic Crime and Corporate Transparency Act 2023 (c. 56). Other amendments have been made which are not relevant.

(6)

Section 790C(4) was amended by S.I. 2016/136.

(7)

Section 790C(8) was amended by S.I. 2016/136.

(8)

S.I. 2017/694.

(9)

S.I. 2024/1378.

(10)

S.I. 2001/1090.

(11)

S.I. 2004/307.

(12)

2000 c. 12.

(13)

See section 1082(1) of the Companies Act 2006 for the meaning of “unique identifier”.