Economic Crime and Corporate Transparency Act 2023
PART 1Companies etc
The registrar of companies
1The registrar’s objectives
Company formation
2Statement as to lawful purposes
3Information about subscribers
4Proposed officers: identity verification
5Proposed officers: disqualification
6Persons with initial significant control: disqualification
7Persons with initial significant control: identity verification
Company names
8Names for criminal purposes
9Names suggesting connection with foreign governments etc
10Names containing computer code
11Prohibition on re-registering name following direction
12Prohibition on using name that another company has been directed to change
13Directions to change name: period for compliance
14Requirements to change name: removal of old name from public inspection
15Objections to company’s registered name
16Misleading indication of activities
17Direction to change name used for criminal purposes
18Direction to change name wrongly registered
19Registrar’s power to change names containing computer code
20Registrar’s power to change company’s name for breach of direction
21Sections 19 and 20: consequential amendments
22Company names: exceptions based on national security etc
Business names
23Use of name suggesting connection with foreign governments etc
24Use of name giving misleading indication of activities
25Use of name that a company has been required to change
26Use of name that another company has been required to change
27Use of names: exceptions based on national security etc
Registered offices
28Registered office: appropriate address
Registered email addresses
29Registered email addresses etc
30Registered email addresses: transitional provision
Disqualification in relation to companies
31Disqualification for persistent breaches of companies legislation: GB
32Disqualification for persistent breaches of companies legislation: NI
33Disqualification on summary conviction: GB
34Disqualification on summary conviction: NI
35Power to impose director disqualification sanctions
36Disqualification of persons designated under sanctions legislation: GB
37Section 36: application to other bodies
38Disqualification of persons designated under sanctions legislation: NI
39Section 38: application to other bodies
Directors
40Disqualified directors
41Section 40: amendments to clarify existing corresponding provisions
42Repeal of power to require additional statements
43Prohibition on director acting unless ID verified
44Prohibition on acting unless directorship notified
45Registrar’s power to change a director’s service address
Register of members
46Register of members: information to be included and powers to obtain it
47Additional ground for rectifying the register of members
48Register of members: protecting information
49Register of members: removal of option to use central register
50Membership information: one-off statement
Registration of directors, secretaries and persons with significant control
51Abolition of local registers etc
52Protection of date of birth information
Accounts and reports
53Filing obligations of micro-entities
54Filing obligations of small companies other than micro-entities
55Sections 53 and 54: consequential amendments
56Use or disclosure of profit and loss accounts for certain companies
57Statements about exemption from audit requirements
58Removal of option to abridge Companies Act accounts
Confirmation statements
59Confirmation statements
60Duty to confirm lawful purposes
61Duty to notify a change in company’s principal business activities
62Duty to deliver information about exemption from Part 21A
63Confirmation statements: offences
Identity verification
64Identity verification of persons with significant control
65Procedure etc for verifying identity
66Authorisation of corporate service providers
67Exemption from identity verification: national security grounds
68Allocation of unique identifiers
69Identity verification: material unavailable for public inspection
Striking off and restoration to the register
70Registrar’s power to strike off company registered on false basis
71Requirements for administrative restoration
Who may deliver documents
72Delivery of documents: identity verification etc
73Disqualification from delivering documents
74Proper delivery: requirements about who may deliver documents
Facilitating electronic delivery
75Delivery of documents by electronic means
76Delivery of order confirming reduction of share capital
77Delivery of statutory declaration of solvency
78Registrar’s rules requiring documents to be delivered together
Promoting the integrity of the register
79Power to reject documents for inconsistencies
80Informal correction of document
81Preservation of original documents
82Records relating to dissolved companies etc
83Power to require additional information
84Registrar’s notice to resolve inconsistencies
85Administrative removal of material from the register
86Rectification of the register under court order
87Power to require businesses to report discrepancies
Inspection etc of the register
88Inspection of the register: general
89Copies of material on the register
90Material not available for public inspection
91Protecting information on the register
Registrar's functions and fees
92Analysis of information for the purposes of crime prevention or detection
93Fees: costs that may be taken into account
Information sharing and use
94Disclosure of information
95Use or disclosure of directors’ address information by companies
96Use or disclosure of PSC information by companies
97Use of directors’ address information by registrar
Overseas companies
98Change of addresses of officers of overseas companies by registrar
99Overseas companies: availability of material for public inspection etc
100Registered addresses of an overseas company
101Overseas companies: identity verification of directors
General offences and enforcement
102General false statement offences
103False statement offences: national security etc defence
104Financial penalties
Rectification of addresses and service of documents
105Registered office: rectification of register
106Rectification of register: service addresses
107Rectification of register: principal office addresses
108Service of documents on people with significant control
PART 2Partnerships
CHAPTER 1Limited partnerships etc.
Meaning of “limited partnership”
109Meaning of “limited partnership”
Required information about limited partnerships
110Required information about partners
111Required information about partners: transitional provision
112Details about general nature of partnership business
Registered offices
113A limited partnership’s registered office
114A limited partnership’s registered office: transitional provision
115A limited partnership’s registered office: consequential amendments
Registered email addresses
116A limited partnership’s registered email address
117A limited partnership’s registered email address: transitional provision
The general partners
118Restrictions on general partners
119Officers of general partners
120Officers of general partners: transitional provision
Removal of option to authenticate application by signature
121Removal of option to authenticate application by signature
Changes in partnerships
122Notification of information about partners
123New partners: transitional provision about required information
124New general partners: transitional provision about officers
125Notification of other changes
126Confirmation statements
127Confirmation statements: Scottish partnerships
Accounts
128Power for HMRC to obtain accounts
Dissolution, winding up and sequestration
129Dissolution and winding up: modifications of general law
130Dissolution by the court when a partner has a mental disorder
131Winding up limited partnerships on grounds of public interest
132Winding up dissolved limited partnerships
133Power to make provision about winding up
134Winding up of limited partnerships: concurrent proceedings
135Sequestration of limited partnerships: concurrent winding up proceedings
The register of limited partnerships
136The register of limited partnerships
137Material not available for public inspection
138Records relating to dissolved or deregistered limited partnerships
Disclosure of information
139Disclosure of information about partners
The registrar's role relating to dissolution, revival and deregistration
140Duty to notify registrar of dissolution
141Registrar’s power to confirm dissolution of limited partnership
142Registrar’s power to confirm dissolution: transitional provision
143Voluntary deregistration of limited partnership
144Removal of limited partnership from index of names
Delivery of documents
145Delivery of documents relating to limited partnerships
146General false statement offences
National security exemption from identity verification
147National security exemption from identity verification
Service on a limited partnership
148Service on a limited partnership
Application of other laws
149Application of company law
150Application of Partnership Act 1890 (meaning of firm)
Regulations
151Limited partnerships: regulations
Further amendments
152Limited partnerships: further amendments
CHAPTER 2Miscellaneous provision about partnerships
153Registration of qualifying Scottish partnerships
154Power to amend disqualification legislation in relation to relevant entities: GB
155Power to amend disqualification legislation in relation to relevant entities: NI
PART 3Register of overseas entities
The register and registration
156Register of overseas entities
157Required information about overseas entities: address information
158Registration of information about land
159Registration of information about trusts
160Registration of information about managing officers: age limits
161Registrable beneficial owners: cases involving trusts
162Registrable beneficial owners: nominees
163Information about changes in beneficiaries under trusts
164Applications for removal
165Verification of registrable beneficial owners and managing officers
Inspection of the register and protection of information
166Material unavailable for public inspection: verification information
167Material unavailable for public inspection
168Protection of information
Correction or removal of material on the register
169Resolving inconsistencies in the register
170Administrative removal of material from register
Offences
171False statement offences in connection with information notices
172General false statement offences
173Enforcement of requirement to register: updated language about penalties etc
Miscellaneous
174Overseas entities: further information for transitional cases
175Financial penalties: interaction with offences
176Meaning of “service address”
177Meaning of “registered overseas entity” in land registration legislation
178Power to apply Part 1 amendments to register of overseas entities
PART 4Cryptoassets
179Cryptoassets: confiscation orders
180Cryptoassets: civil recovery
181Cryptoassets: terrorism
PART 5Miscellaneous
Money laundering and terrorist financing
182Money laundering: exiting and paying away exemptions
183Money laundering: exemptions for mixed-property transactions
184Money laundering: offences of failing to disclose
185Money laundering: information orders
186Terrorist financing: information orders
187Enhanced due diligence: designation of high-risk countries
Disclosures to prevent, detect or investigate economic crime etc
188Direct disclosures of information: restrictions on civil liability
189Indirect disclosure of information: restrictions on civil liability
190Meaning of “privileged disclosure”
191Meaning of “relevant actions”
192Meaning of “business relationship”
193Other defined terms in sections 188 to 191
Power to strike out certain claims
194Strategic litigation against public participation: requirement to make rules of court
195Meaning of “SLAPP” claim
Attributing criminal liability for economic crimes to certain bodies
196Attributing criminal liability for economic crimes to certain bodies
197Power to amend list of economic crimes
198Offences under section 196 committed by partnerships
Failure to prevent fraud
199Failure to prevent fraud
200Fraud offences: supplementary
201Section 199: large organisations
202Large organisations: parent undertakings
203Offences under section 199 committed by partnerships
204Guidance about preventing fraud offences
205Failure to prevent fraud: minor definitions
206Failure to prevent fraud: miscellaneous
Regulatory and investigatory powers
207Law Society: powers to fine in cases relating to economic crime
208Scottish Solicitors’ Discipline Tribunal: powers to fine in cases relating to economic crime
209Regulators of legal services: objective relating to economic crime
210Approved regulators: information powers relating to economic crime
211Serious Fraud Office: pre-investigation powers
Reports on payments to governments
212Reports on payments to governments regulations: false statement offences etc
Reports on implementation
213Reports on the implementation and operation of Parts 1 to 3
Sanctions enforcement: monetary penalties
214Sanctions enforcement: monetary penalties
Report on costs orders for proceedings for civil recovery
215Report on costs orders for proceedings for civil recovery
PART 6General
216Power to make consequential provision
217Regulations
218Extent
219Commencement
220Transitional provision
221Short title
SCHEDULES
SCHEDULE 1Register of members: consequential amendments
1The Companies Act 2006 is amended as follows.
2In section 112 (the members of a company), omit subsection...
3(1) Section 127 (register to be evidence) is amended as...
4In section 129 (overseas branch registers), omit subsection (6).
5In section 286 (votes of joint holders of shares), in...
6In section 311 (contents of notices of meetings), in subsection...
7In section 360B (traded companies: requirements for participating in and...
8In section 554 (registration of allotment), omit subsection (2A).
9In section 558 (when shares are allotted), omit the words...
10In section 588 (liability of subsequent holders of shares), in...
11In section 605 (liability of subsequent holders of shares), in...
12In section 616 (interpretation of Chapter 7), in subsection (3),...
13In section 655 (shares no bar to damages against company),...
14In section 724 (Treasury shares), in subsection (4), omit the...
15In section 770 (registration of transfer), omit subsection (3).
16In section 771 (procedure on transfer being lodged), omit subsection...
17In section 772 (transfer of shares on application of transferor)—...
18In section 786 (provision enabling or requiring arrangements to be...
19In section 853B (duties to notify a relevant event), omit...
20In section 853F (duty to deliver shareholder information: non-traded companies),...
21In section 1028A (administrative restoration of company with share warrants),...
22In section 1032A (restoration by court of company with share...
23(1) Section 1081 (annotation of the register) is amended as...
24In section 1136 (regulations about where certain company records to...
25In Schedule 5 (communications by a company), in paragraph 16,...
SCHEDULE 2Abolition of certain local registers
PART 1Register of directors
1The Companies Act 2006 is amended as follows.
2Omit— (a) sections 161A to 167F (register of directors etc);...
3(1) Before section 168 (and before the italic heading before...
PART 2Register of secretaries
4The Companies Act 2006 is amended as follows.
5Omit sections 274A to 279F (register of secretaries etc) (including...
6Before section 280 insert— Notification of information about secretaries Duty...
PART 3Register of people with significant control
7The Companies Act 2006 is amended as follows.
8In section 790A (overview of Part)— (a) in paragraph (b),...
9In section 790C (key terms), omit subsection (10).
10After section 790C insert— References to “confirmation” etc of information...
11For sections 790D and 790E substitute— Duty to find out...
11In section 790F (failure by company to comply with information...
12For sections 790G and 790H substitute— Duty to notify company...
13In section 790I (enforcement of disclosure requirements), for the words...
14After section 790I insert— Power to impose further duties Power...
15In section 790J (power to make exemptions)—
16(1) Section 790K (required particulars) is amended as follows.
17In section 790L (required particulars: power to amend), for subsection...
18After section 790L insert— CHAPTER 2A Duty to notify registrar...
19Omit Chapters 3 and 4 of Part 21A (company registers...
20(1) Schedule 1B (enforcement of disclosure requirements in relation to...
PART 4Consequential amendments
21The Companies Act 2006 is amended as follows.
22(1) Section 12 (statement of proposed officers) is amended as...
23In section 12A (statement of initial significant control), for subsection...
24(1) Section 95 (statement of proposed secretary) is amended as...
25(1) Section 156 (direction requiring company to make appointment of...
26In section 156B (power to provide for exceptions from requirement...
27In section 156C (existing director who is not a natural...
28In section 853B (duties to notify a relevant event)—
29In section 1079B (duty to notify directors), in subsections (1)(b)...
30In section 1136 (regulations about where certain company records to...
31In paragraph 4 of Schedule 5 (communications by a company)—...
32In Schedule 8 (index of defined expressions), omit the entries...
SCHEDULE 3Disclosure of information: consequential amendments
1Companies Act 2006
2In section 242 (protected information: restriction on disclosure by registrar),...
3(1) Section 243 (permitted disclosure by the registrar) is amended...
4Economic Crime (Transparency and Enforcement) Act 2022
5In section 40 (sharing of information by HMRC), in subsection...
6In section 44 (interpretation), in subsection (1), at the end...
SCHEDULE 4Required information
SCHEDULE 5Limited partnerships: consequential amendments
1The Limited Partnerships Act 1907 is amended as follows.
2Before section 1 (short title) insert— Short title and interpretation...
3Before section 4 (definition and constitution of limited partnership) insert—...
4Before section 6 (modifications of general law in case of...
5Before section 8 (duty to register and designate) insert— Registration...
6Before section 15 (the registrar) insert— The registrar .
SCHEDULE 6Duty to deliver information about changes in beneficiaries
1The Economic Crime (Transparency and Enforcement) Act 2022 is amended...
2(1) Section 7 (updating duty) is amended as follows.
3(1) Section 9 (application for removal) is amended as follows....
4For section 12 substitute— Duty to take steps to obtain...
5In section 13, at the end insert—
6After section 17 insert— Exceptions to duty to provide change...
7In section 43 (transitional information), after subsection (1) insert—
8In section 44 (interpretation), omit subsection (2).
SCHEDULE 7Overseas entities: further information for transitional cases
1The Economic Crime (Transparency and Enforcement) Act 2022 is amended...
2In section 16 (verification of registrable beneficial owners and managing...
3After section 43 insert— Duty to deliver further information for...
4After Schedule 5 insert— SCHEDULE 6 Duty to deliver further...
SCHEDULE 8Cryptoassets: confiscation orders
PART 1England and Wales
1Introductory
2Seizure of property
3(1) Section 47C (power to seize property) is amended as...
4In section 47R (release of property), in subsection (3)(b), at...
5Detention and release of property
6In section 47L (further detention pending variation of restraint order),...
7(1) Section 47M (further detention in other cases) is amended...
8In section 47R (release of property), after subsection (5) insert—...
9Property held by persons subject to confiscation orders: destruction, realisation etc
10(1) Section 51 (powers of enforcement receiver) is amended as...
11(1) Section 67 (seized money) is amended as follows.
12After section 67 insert— Cryptoassets (1) This section applies to cryptoassets which—
13After section 67A insert— Destruction of seized cryptoassets (1) This section applies to cryptoassets which are held by...
14(1) Section 67C (sections 67A and 67B: appeals) is amended...
15In section 67D (proceeds of realisation), in subsection (1)(b), after...
16For the italic heading before section 67, substitute “Enforcement: money,...
17In section 69 (powers of court and receiver etc), after...
18Interpretation and miscellaneous provision
PART 2Scotland
19Introductory
20Seizure of property
21(1) Section 127C (power to seize property) is amended as...
22In section 127Q (release of property), in subsection (3)(b), at...
23Detention and release of property
24In section 127L (further detention pending variation of restraint order),...
25(1) Section 127M (further detention in other cases) is amended...
26In section 127Q (release of property), after subsection (5) insert—...
27Property held by persons subject to confiscation orders: destruction, realisation etc
28(1) Section 131ZA (seized money) is amended as follows.
29After section 131ZA insert— Cryptoassets (1) This section applies to cryptoassets which—
30After section 131A insert— Destruction of seized cryptoassets (1) This section applies to cryptoassets which are held by...
31(1) Section 131C (sections 131A and 131B: appeals) is amended...
32In section 131D (proceeds of realisation), in subsection (1)(b), after...
33For the italic heading before section 131ZA, substitute “Enforcement: money,...
34Omit the italic heading before section 131A.
35In section 132 (powers of court and administrator etc), after...
36Interpretation and miscellaneous provision
PART 3Northern Ireland
37Introductory
38Seizure of property
39(1) Section 195C (power to seize property) is amended as...
40In section 195R (release of property), in subsection (3)(b), at...
41Detention and release of property
42In section 195L (further detention pending variation of restraint order),...
43(1) Section 195M (further detention in other cases) is amended...
44In section 195R (release of property), after subsection (5) insert—...
45Property held by persons subject to confiscation orders: destruction, realisation etc
46(1) Section 199 (powers of enforcement receiver) is amended as...
47(1) Section 215 (seized money) is amended as follows.
48After section 215 insert— Cryptoassets (1) This section applies to cryptoassets which—
49After section 215A insert— Destruction of seized cryptoassets (1) This section applies to cryptoassets which are held by...
50(1) Section 215C (sections 215A and 215B: appeals) is amended...
51In section 215D (proceeds of realisation), in subsection (1)(b), after...
52For the italic heading before section 215, substitute “Enforcement: money,...
53In section 217 (powers of court and receiver etc), after...
54Interpretation and miscellaneous provision
PART 4Regulations
55(1) Section 459 of the Proceeds of Crime Act 2002...
SCHEDULE 9Cryptoassets: civil recovery
PART 1Amendments of Part 5 of the Proceeds of Crime Act 2002
1In Part 5 of the Proceeds of Crime Act 2002...
PART 2Consequential and other amendments
2Amendments to the Proceeds of Crime Act 2002
3(1) Part 2 of the Proceeds of Crime Act 2002...
4(1) Part 3 of the Proceeds of Crime Act 2002...
5(1) Part 4 of the Proceeds of Crime Act 2002...
6(1) Part 5 of the Proceeds of Crime Act 2002...
7In section 316(1) (general interpretation)— (a) in the definition of...
8(1) Part 8 of the Proceeds of Crime Act 2002...
9In section 438 of the Proceeds of Crime Act 2002...
10In section 441 of the Proceeds of Crime Act 2002...
11In section 450 of the Proceeds of Crime Act 2002...
12In section 453A of the Proceeds of Crime Act 2002...
13In section 453B of the Proceeds of Crime Act 2002...
14In section 453C of the Proceeds of Crime Act 2002...
15(1) Section 459 of the Proceeds of Crime Act 2002...
16Amendments to the Civil Jurisdiction and Judgments Act 1982
17Amendments to the UK Borders Act 2007
SCHEDULE 10Cryptoassets: terrorism
PART 1Amendments to the Anti-terrorism, Crime and Security Act 2001
1Schedule 1 to the Anti-terrorism, Crime and Security Act 2001...
2After Part 4B insert— PART 4BA Seizure and detention of...
3In Part 1, in paragraph 1(1) (terrorist cash), for “and...
4In Part 4B (forfeiture of terrorist money held in bank...
5In Part 6, in paragraph 19(1), at the appropriate places...
PART 2Amendments to the Terrorism Act 2000
6The Terrorism Act 2000 is amended as follows.
7In Schedule 6 (financial information)— (a) in paragraph 6(1) (meaning...
8In section 123 (orders and regulations), after subsection (6ZE) insert—...
SCHEDULE 11Economic crime offences
1Common law offences
2Conspiracy to defraud.
3In Scotland, the following offences at common law—
4Statutory offences
5An offence under any of the following provisions of the...
6An offence under any of the following provisions of the...
7An offence under the Forgery and Counterfeiting Act 1981 (forgery,...
8An offence under section 72 of the Value Added Tax...
9An offence under section 46A of the Criminal Law (Consolidation)...
10An offence under any of the following sections of the...
11An offence under any of the following sections of the...
12An offence under any of the following sections of the...
13An offence under any of the following sections of the...
14An offence under any of the following sections of the...
15An offence under any of the following sections of the...
16An offence under section 49 of the Criminal Justice and...
17An offence under any of the following sections of the...
18An offence under section 45 or 46 of the Criminal...
19An offence under regulation 86 of the Money Laundering, Terrorist...
20An offence under regulations made under section 49 of the...
21An offence under section 199 of this Act (failure to...
22(1) An offence under an instrument made under section 2(2)...
SCHEDULE 12Criminal liability of bodies: economic crimes
1Common law offences
2Conspiracy to defraud.
3In Scotland, the following offences at common law—
4Statutory offences
5An offence under any of the following provisions of the...
6An offence under any of the following provisions of the...
7An offence under the Forgery and Counterfeiting Act 1981 (forgery,...
8An offence under section 72 of the Value Added Tax...
9An offence under section 46A of the Criminal Law (Consolidation)...
10An offence under any of the following sections of the...
11An offence under any of the following sections of the...
12An offence under any of the following sections of the...
13An offence under section 993 of the Companies Act 2006...
14An offence under any of the following sections of the...
15An offence under any of the following sections of the...
16An offence under section 49 of the Criminal Justice and...
17An offence under any of the following sections of the...
18An offence under regulation 86 of the Money Laundering, Terrorist...
19An offence under regulations made under section 49 of the...
20(1) An offence under an instrument made under section 2(2)...
SCHEDULE 13Failure to prevent fraud: fraud offences
1Common law offences
2In Scotland, the following offences at common law—
3Statutory offences
4An offence under any of the following provisions of the...
5An offence under section 993 of the Companies Act 2006...
6An offence under any of the following provisions of the...

Economic Crime and Corporate Transparency Act 2023

2023 Chapter 56

An Act to make provision about economic crime and corporate transparency; to make further provision about companies, limited partnerships and other kinds of corporate entity; and to make provision about the registration of overseas entities.

Be it enacted by the King’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—