Table of Contents
Economic Crime and Corporate Transparency Act 2023 (c. 56) (ECCTA)Introductory TextPart 1 Companies etc (ss. 1-108)The registrar of companies (s. 1)1 The registrar's objectivesCompany formation (ss. 2-7)2 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 addressRegistered 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 provisions42 Repeal of power to require additional statements43 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 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. 53-58)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. 59-63)59 Confirmation statements60 Duty to confirm lawful purposes61 Duty to notify a change in company's principal business activities62 Duty to deliver information about exemption from Part 21A63 Confirmation statements: offencesIdentity verification (ss. 64-69)64 Identity verification of persons with significant control65 Procedure etc for verifying identity66 Authorisation of corporate service providers67 Exemption from identity verification: national security grounds68 Allocation of unique identifiers69 Identity verification: material unavailable for public inspectionStriking off and restoration to the register (ss. 70-71)70 Registrar's power to strike off company registered on false basis71 Requirements for administrative restorationWho may deliver documents (ss. 72-74)72 Delivery of documents: identity verification etc73 Disqualification from delivering documents74 Proper delivery: requirements about who may deliver documentsFacilitating electronic delivery (ss. 75-78)75 Delivery of documents by electronic means76 Delivery of order confirming reduction of share capital77 Delivery of statutory declaration of solvency78 Registrar's rules requiring documents to be delivered togetherPromoting the integrity of the register (ss. 79-87)79 Power to reject documents for inconsistencies80 Informal correction of document81 Preservation of original documents82 Records relating to dissolved companies etc83 Power to require additional information84 Registrar's notice to resolve inconsistencies85 Administrative removal of material from the register86 Rectification of the register under court order87 Power to require businesses to report discrepanciesInspection etc of the register (ss. 88-91)88 Inspection of the register: general89 Copies of material on the register90 Material not available for public inspection91 Protecting information on the registerRegistrar's functions and fees (ss. 92-93)92 Analysis of information for the purposes of crime prevention or detection93 Fees: costs that may be taken into accountInformation sharing and use (ss. 94-97)94 Disclosure of information95 Use or disclosure of directors' address information by companies96 Use or disclosure of PSC information by companies97 Use of directors' address information by registrarOverseas companies (ss. 98-101)98 Change of addresses of officers of overseas companies by registrar99 Overseas companies: availability of material for public inspection etc100 Registered addresses of an overseas company101 Overseas companies: identity verification of directorsGeneral offences and enforcement (ss. 102-104)102 General false statement offences103 False statement offences: national security etc defence104 Financial penaltiesRectification of addresses and service of documents (ss. 105-108)105 Registered office: rectification of register106 Rectification of register: service addresses107 Rectification of register: principal office addresses108 Service of documents on people with significant controlPart 2 Partnerships (ss. 109-155)Chapter 1 Limited Partnerships etc. (ss. 109-152)Meaning of "limited partnership" (s. 109)109 Meaning of "limited partnership"Required information about limited partnerships (ss. 110-112)110 Required information about partners111 Required information about partners: transitional provision112 Details about general nature of partnership businessRegistered offices (ss. 113-115)113 A limited partnership's registered office114 A limited partnership's registered office: transitional provision115 A limited partnership's registered office: consequential amendmentsRegistered email addresses (ss. 116-117)116 A limited partnership's registered email address117 A limited partnership's registered email address: transitional provisionThe general partners (ss. 118-120)118 Restrictions on general partners119 Officers of general partners120 Officers of general partners: transitional provisionRemoval of option to authenticate application by signature (s. 121)121 Removal of option to authenticate application by signatureChanges in partnerships (ss. 122-127)122 Notification of information about partners123 New partners: transitional provision about required information124 New general partners: transitional provision about officers125 Notification of other changes126 Confirmation statements127 Confirmation statements: Scottish partnershipsAccounts (s. 128)128 Power for HMRC to obtain accountsDissolution, winding up and sequestration (ss. 129-135)129 Dissolution and winding up: modifications of general law130 Dissolution by the court when a partner has a mental disorder131 Winding up limited partnerships on grounds of public interest132 Winding up dissolved limited partnerships133 Power to make provision about winding up134 Winding up of limited partnerships: concurrent proceedings135 Sequestration of limited partnerships: concurrent winding up proceedingsThe register of limited partnerships (ss. 136-138)136 The register of limited partnerships137 Material not available for public inspection138 Records relating to dissolved or deregistered limited partnershipsDisclosure of information (s. 139)139 Disclosure of information about partnersThe registrar's role relating to dissolution, revival and deregistration (ss. 140-144)140 Duty to notify registrar of dissolution141 Registrar's power to confirm dissolution of limited partnership142 Registrar's power to confirm dissolution: transitional provision143 Voluntary deregistration of limited partnership144 Removal of limited partnership from index of namesDelivery of documents (ss. 145-146)145 Delivery of documents relating to limited partnerships146 General false statement offencesNational security exemption from identity verification (s. 147)147 National security exemption from identity verificationService on a limited partnership (s. 148)148 Service on a limited partnershipApplication of other laws (ss. 149-150)149 Application of company law150 Application of Partnership Act 1890 (meaning of firm)Regulations (s. 151)151 Limited partnerships: regulationsFurther amendments (s. 152)152 Limited partnerships: further amendmentsChapter 2 Miscellaneous Provision About Partnerships (ss. 153-155)153 Registration of qualifying Scottish partnerships154 Power to amend disqualification legislation in relation to relevant entities: GB155 Power to amend disqualification legislation in relation to relevant entities: NIPart 3 Register of overseas entities (ss. 156-178)The register and registration (ss. 156-165)156 Register of overseas entities157 Required information about overseas entities: address information158 Registration of information about land159 Registration of information about trusts160 Registration of information about managing officers: age limits161 Registrable beneficial owners: cases involving trusts162 Registrable beneficial owners: nominees163 Information about changes in beneficiaries under trusts164 Applications for removal165 Verification of registrable beneficial owners and managing officersInspection of the register and protection of information (ss. 166-168)166 Material unavailable for public inspection: verification information167 Material unavailable for public inspection168 Protection of informationCorrection or removal of material on the register (ss. 169-170)169 Resolving inconsistencies in the register170 Administrative removal of material from registerOffences (ss. 171-173)171 False statement offences in connection with information notices172 General false statement offences173 Enforcement of requirement to register: updated language about penalties etcMiscellaneous (ss. 174-178)174 Overseas entities: further information for transitional cases175 Financial penalties: interaction with offences176 Meaning of "service address"177 Meaning of "registered overseas entity" in land registration legislation178 Power to apply Part 1 amendments to register of overseas entitiesPart 4 Cryptoassets (ss. 179-181)179 Cryptoassets: confiscation orders180 Cryptoassets: civil recovery181 Cryptoassets: terrorismPart 5 Miscellaneous (ss. 182-215)Money laundering and terrorist financing (ss. 182-187)182 Money laundering: exiting and paying away exemptions183 Money laundering: exemptions for mixed-property transactions184 Money laundering: offences of failing to disclose185 Money laundering: information orders186 Terrorist financing: information orders187 Enhanced due diligence: designation of high-risk countriesDisclosures to prevent, detect or investigate economic crime etc (ss. 188-193)188 Direct disclosures of information: restrictions on civil liability189 Indirect disclosure of information: restrictions on civil liability190 Meaning of "privileged disclosure"191 Meaning of "relevant actions"192 Meaning of "business relationship"193 Other defined terms in sections 188 to 191Power to strike out certain claims (ss. 194-195)194 Strategic litigation against public participation: requirement to make rules of court195 Meaning of "SLAPP" claimAttributing criminal liability for economic crimes to certain bodies (ss. 196-198)196 Attributing criminal liability for economic crimes to certain bodies197 Power to amend list of economic crimes198 Offences under section 196 committed by partnershipsFailure to prevent fraud (ss. 199-206)199 Failure to prevent fraud200 Fraud offences: supplementary201 Section 199: large organisations202 Large organisations: parent undertakings203 Offences under section 199 committed by partnerships204 Guidance about preventing fraud offences205 Failure to prevent fraud: minor definitions206 Failure to prevent fraud: miscellaneousRegulatory 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 penaltiesReport on costs orders for proceedings for civil recovery (s. 215)215 Report on costs orders for proceedings for civil recoveryPart 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. 7-20)Schedule 2, Part 4 Consequential amendments (paras. 21-29)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
(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 -