Table of Contents
Economic Crime and Corporate Transparency Bill (updated 29 November 2022)Explanatory notesEuropean convention on human rightsIntroductory TextPart 1 Companies etc (ss. 1-107)The registrar of companies (s. 1)1 The registrar's objectivesCompany formation (ss. 2-7)2 Memorandum of association: names to be included2 Statement as to lawful purposes3 Information about subscribers4 Proposed officers: identity verification5 Proposed officers: disqualification6 Persons with initial significant control: disqualification7 Persons with initial significant control: identity verificationCompany names (ss. 8-22)8 Names for criminal purposes9 Names suggesting connection with foreign governments etc10 Names containing computer code11 Prohibition on re-registering name following direction12 Prohibition on using name that another company has been directed to change13 Directions to change name: period for compliance14 Requirements to change name: removal of old name from public inspection15 Objections to company's registered name16 Misleading indication of activities17 Direction to change name used for criminal purposes18 Direction to change name wrongly registered19 Registrar's power to change names containing computer code20 Registrar's power to change company's name for breach of direction21 Sections 19 and 20: consequential amendments22 Company names: exceptions based on national security etcBusiness names (ss. 23-27)23 Use of name suggesting connection with foreign governments etc24 Use of name giving misleading indication of activities25 Use of name that a company has been required to change26 Use of name that another company has been required to change27 Use of names: exceptions based on national security etcRegistered offices (s. 28)28 Registered office: appropriate address29 Registered office: rectification of registerRegistered email addresses (ss. 29-30)29 Registered email addresses etc30 Registered email addresses: transitional provisionDisqualification in relation to companies (ss. 31-39)31 Disqualification for persistent breaches of companies legislation: GB32 Disqualification for persistent breaches of companies legislation: NI33 Disqualification on summary conviction: GB34 Disqualification on summary conviction: NI35 Power to impose director disqualification sanctions36 Disqualification of persons designated under sanctions legislation: GB37 Section 36: application to other bodies38 Disqualification of persons designated under sanctions legislation: NI39 Section 38: application to other bodiesDirectors (ss. 40-45)40 Disqualified directors41 Section 40: amendments to clarify existing corresponding provisions41 Consequence of breaching prohibition on acting as director: GB42 Repeal of power to require additional statements42 Consequence of breaching prohibition on acting as director: Northern Ireland43 Prohibition on director acting unless ID verified44 Prohibition on acting unless directorship notified45 Registrar's power to change a director's service addressRegister of members (ss. 46-50)46 Register of members: information to be included and powers to obtain it47 Register of members: power to amend required information47 Additional ground for rectifying the register of members48 Register of members: protecting information49 Register of members: removal of option to use central register50 Membership information: one-off statementRegistration of directors, secretaries and persons with significant control (ss. 51-52)51 Abolition of local registers etc52 Protection of date of birth informationAccounts and reports (ss. 53-57)Accounts and reports (ss. 53-58)53 Filing obligations of micro-entities54 Filing obligations of small companies other than micro-entities55 Sections 53 and 54: consequential amendments56 Use or disclosure of profit and loss accounts for certain companies57 Statements about exemption from audit requirements58 Removal of option to abridge Companies Act accountsConfirmation statements (ss. 59-62)59 Confirmation statements60 Duty to confirm lawful purposes61 Duty to notify a change in company's principal business activities62 Confirmation statements: offencesIdentity verification (ss. 63-68)63 Identity verification of persons with significant control64 Procedure etc for verifying identity64 General exemptions from identity verification: supplementary65 Authorisation of corporate service providers66 Exemption from identity verification: national security grounds67 Allocation of unique identifiers68 Identity verification: material unavailable for public inspectionStriking off and restoration to the register (s. 69-70)69 Registrar's power to strike off company registered on false basis70 Requirements for administrative restorationWho may deliver documents (ss. 71-73)71 Delivery of documents: identity verification etc72 Disqualification from delivering documents73 Proper delivery: requirements about who may deliver documentsFacilitating electronic delivery (ss. 74-77)74 Delivery of documents by electronic means75 Delivery of order confirming reduction of share capital76 Delivery of statutory declaration of solvency77 Registrar's rules requiring documents to be delivered togetherPromoting the integrity of the register (ss. 78-86)78 Power to reject documents for inconsistencies79 Informal correction of document80 Preservation of original documents81 Records relating to dissolved companies etc82 Power to require additional information83 Registrar's notice to resolve inconsistencies84 Administrative removal of material from the register85 Rectification of the register under court order86 Power to require businesses to report discrepanciesInspection etc of the register (ss. 87-90)87 Inspection of the register: general88 Copies of material on the register89 Material not available for public inspection90 Protecting information on the registerRegistrar's functions and fees (ss. 91-92)91 Analysis of information for the purposes of crime prevention or detection92 Fees: costs that may be taken into accountInformation sharing and use (ss. 93-96)93 Disclosure of information94 Use or disclosure of directors' address information by companies95 Use or disclosure of PSC information by companies96 Use of directors' address information by registrarOverseas companies (ss. 97-100)97 Change of addresses of officers of overseas companies by registrar98 Overseas companies: availability of material for public inspection etc99 Registered addresses of an overseas company100 Overseas companies: identity verification of directorsGeneral offences and enforcement (ss. 101-103)101 General false statement offences102 False statement offences: national security etc defence103 Financial penalties102 Financial penalties and directors' disqualification: GB103 Financial penalties and directors' disqualification: NIRectification of addresses and service of documents (ss. 104-107)104 Registered office: rectification of register105 Rectification of register: service addresses106 Rectification of register: principal office addresses107 Service of documents on people with significant controlPart 2 Partnerships (ss. 108-154)Chapter 1 Limited Partnerships etc. (ss. 108-151)Meaning of "limited partnership" (s. 108)108 Meaning of "limited partnership"Required information about limited partnerships (ss. 109-111)109 Required information about partners110 Required information about partners: transitional provision111 Details about general nature of partnership businessRegistered offices (ss. 112-114)112 A limited partnership's registered office113 A limited partnership's registered office: transitional provision114 A limited partnership's registered office: consequential amendmentsRegistered email addresses (ss. 115-116)115 A limited partnership's registered email address114 Registrar's power to change an individual's service address116 A limited partnership's registered email address: transitional provisionThe general partners (ss. 117-119)117 Restrictions on general partners118 Officers of general partners119 Officers of general partners: transitional provisionRemoval of option to authenticate application by signature (s. 120)120 Removal of option to authenticate application by signatureChanges in partnerships (ss. 121-126)121 Notification of information about partners122 New partners: transitional provision about required information123 New general partners: transitional provision about officers124 Notification of other changes125 Confirmation statements126 Confirmation statements: Scottish partnershipsAccounts (s. 127)127 Power for HMRC to obtain accountsDissolution, winding up and sequestration (ss. 128-134)128 Dissolution and winding up: modifications of general law129 Dissolution by the court when a partner has a mental disorder130 Winding up limited partnerships on grounds of public interest131 Winding up dissolved limited partnerships132 Power to make provision about winding up133 Winding up of limited partnerships: concurrent proceedings134 Sequestration of limited partnerships: concurrent winding up proceedingsThe register of limited partnerships (ss. 135-137)135 The register of limited partnerships136 Material not available for public inspection137 Records relating to dissolved or deregistered limited partnershipsDisclosure of information (s. 138)138 Disclosure of information about partnersThe registrar's role relating to dissolution, revival and deregistration (ss. 139-143)139 Duty to notify registrar of dissolution140 Registrar's power to confirm dissolution of limited partnership141 Registrar's power to confirm dissolution: transitional provision142 Voluntary deregistration of limited partnership143 Removal of limited partnership from index of namesDelivery of documents (ss. 144-145)144 Delivery of documents relating to limited partnerships145 General false statement offencesNational security exemption from identity verification (s. 146)146 National security exemption from identity verificationService on a limited partnership (s. 147)147 Service on a limited partnershipApplication of other laws (ss. 148-149)148 Application of company law149 Application of Partnership Act 1890 (meaning of firm)Regulations (s. 150)150 Limited partnerships: regulationsFurther amendments (s. 151)151 Limited partnerships: further amendmentsChapter 2 Miscellaneous Provision About Partnerships (ss. 152-154)152 Registration of qualifying Scottish partnerships153 Power to amend disqualification legislation in relation to relevant entities: GB154 Power to amend disqualification legislation in relation to relevant entities: NIPart 3 Register of overseas entities (ss. 155-177)The register and registration (ss. 155-164)155 Register of overseas entities156 Required information about overseas entities: address information157 Registration of information about land158 Registration of information about trusts159 Registration of information about managing officers: age limits160 Registrable beneficial owners: cases involving trusts161 Information about changes in beneficiaries under trusts162 Applications for removal163 Verification of registrable beneficial owners and managing officers164 Updating the register of overseas entitiesInspection of the register and protection of information (ss. 165-167)165 Material unavailable for public inspection: verification information166 Material unavailable for public inspection167 Protection of informationCorrection or removal of material on the register (ss. 168-169)168 Resolving inconsistencies in the register169 Administrative removal of material from registerOffences (ss. 170-172)170 False statement offences in connection with information notices171 General false statement offences172 Enforcement of requirement to register: updated language about penalties etcMiscellaneous (ss. 173-177)173 Overseas entities: further information for transitional cases174 Financial penalties: interaction with offences175 Meaning of "service address"176 Meaning of "registered overseas entity" in land registration legislation177 Power to apply Part 1 amendments to register of overseas entitiesPart 4 Cryptoassets (ss. 178-180)178 Cryptoassets: confiscation orders179 Cryptoassets: civil recovery180 Cryptoassets: terrorismPart 5 Miscellaneous (ss. 181-215)Money laundering and terrorist financing (ss. 181-186)181 Money laundering: exiting and paying away exemptions182 Money laundering: exemptions for mixed-property transactions183 Money laundering: offences of failing to disclose184 Money laundering: information orders185 Terrorist financing: information orders186 Enhanced due diligence: designation of high-risk countriesDisclosures to prevent, detect or investigate economic crime etc (ss. 187-192)187 Direct disclosures of information: restrictions on civil liability188 Indirect disclosure of information: restrictions on civil liability189 Meaning of "privileged disclosure"190 Meaning of "relevant actions"191 Meaning of "business relationship"192 Other defined terms in sections 187 to 190Power to strike out certain claims (ss. 193-194)193 Strategic litigation against public participation: requirement to make rules of court194 Meaning of "SLAPP" claimAttributing criminal liability for economic crimes to certain bodies (ss. 195-197)195 Attributing criminal liability for economic crimes to certain bodies196 Power to amend list of economic crimes197 Offences under section 195 committed by partnershipsFailure to prevent fraud (ss. 198-206)198 Failure to prevent fraud199 Fraud offences: supplementary200 Section 198: large organisations201 Large organisations: parent undertakings202 Offences under section 188 committed by partnerships203 Guidance about preventing fraud offences204 Failure to prevent fraud: minor definitions205 Failure to prevent fraud: miscellaneous206 Failure to prevent fraud and money launderingRegulatory and investigatory powers (ss. 207-211)207 Law Society: powers to fine in cases relating to economic crime208 Scottish Solicitors' Discipline Tribunal: powers to fine in cases relating to economic crime209 Regulators of legal services: objective relating to economic crime210 Approved regulators: information powers relating to economic crime211 Serious Fraud Office: pre-investigation powersReports on payments to governments (s. 212)212 Reports on payments to governments regulations: false statement offences etcReports on implementation (s. 213)213 Reports on the implementation and operation of Parts 1 to 3Sanctions enforcement: monetary penalties (s. 214)214 Sanctions enforcement: monetary penaltiesCivil recovery of proceeds of crime: costs of proceedings (s. 215)215 Civil recovery: costs of proceedingsPart 6 General (ss. 216-221)216 Power to make consequential provision217 Regulations218 Extent219 Commencement220 Transitional provision221 Short titleSchedule 1 Register of members: consequential amendmentsSchedule 2 Abolition of certain local registersSchedule 2, Part 1 Register of directors (paras. 1-3)Schedule 2, Part 2 Register of secretaries (paras. 4-6)Schedule 2, Part 3 Register of people with significant control (paras. 7-17)Schedule 2, Part 4 Consequential amendments (paras. 18-29)Schedule 3 Disclosure of information: consequential amendmentsSchedule 4 Required informationSchedule 5 Limited partnerships: consequential amendmentsSchedule 6 Duty to deliver information about changes in beneficiariesSchedule 7 Overseas entities: Further information for transitional casesSchedule 8 Cryptoassets: confiscation ordersSchedule 8, Part 1 England and Wales (paras. 1-18)Schedule 8, Part 2 Scotland (paras. 19-36)Schedule 8, Part 3 Northern Ireland (paras. 37-54)Schedule 8, Part 4 Regulations (para. 55)Schedule 9 Cryptoassets: civil recoverySchedule 9, Part 1 Amendments of Part 5 of the Proceeds of Crime Act 2002 (para. 1)Schedule 9, Part 2 Consequential and other amendments (paras. 2-17)Schedule 10 Cryptoassets: TerrorismSchedule 10, Part 1 Amendments to the Anti-terrorism, Crime and Security Act 2001 (paras. 1-5)Schedule 10, Part 2 Amendments to the Terrorism Act 2000 (paras. 6-8)Schedule 11 Economic crime offencesSchedule 12 Criminal liability of bodies: economic crimesSchedule 13 Failure to prevent fraud: fraud offences
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28 Registered office: appropriate address
This format of the bill is taken from the text of stage 1st reading published on 22 September 2022 by House of Commons
(1) The Companies Act 2006 is amended as follows.
(2) In section 9 (registration documents), in subsection (5)(a), at the end insert ", which must be an appropriate address within the meaning given by section 86(2)".
(3) For section 86 substitute -
"86 Duty to ensure registered office at appropriate address
(1) A company must ensure that its registered office is at all times at an appropriate address.
(2) An address is an "appropriate address" if, in the ordinary course of events -
(a) a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and
(b) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.
(3) If a company fails, without reasonable excuse, to comply with this section an offence is committed by -
(a) the company, and
(b) every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction -