Madagascar - Export crops sub-sector review
This Part—
sets up a register of overseas entities, which will include information about their beneficial owners (sections 3 to 32), and
makes provision that, broadly speaking, is designed to compel overseas entities to register if they own land (sections 33 and 34).
In this Part “overseas entity” means a legal entity that is governed by the law of a country or territory outside the United Kingdom.
In this Part “legal entity” means a body corporate, partnership or other entity that (in each case) is a legal person under the law by which it is governed.
The registrar of companies for England and Wales (“the registrar”) must keep a register of overseas entities in accordance with this Part.
The register is to consist of—
a list of registered overseas entities,
documents delivered to the registrar under this Part or regulations made under it , or otherwise in connection with the register,
any other information required to be included in the register by this Part or regulations made under it.
documents delivered to the registrar under or by virtue of Part 35 of the Companies Act 2006 in connection with the register or the delivery of other documents that, on registration, will form part of the register, and
The list of registered overseas entities must contain the name of each overseas entity that—
has made an application for registration in accordance with the requirements of this Part (see section 4), and
has not been removed from the list under section 10.
An application by an overseas entity for registration must be delivered to the registrar and contain—
the statement and information listed in row 1, 2 or 3 of the table, and, where applicable, the statement and information mentioned in subsection (3),
a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
the name and contact details of an individual who may be contacted about the application.
This is the table— Statement Information 1 A statement: that the entity has identified one or more registrable beneficial owners and that it has no reasonable cause to believe there are others, and that the entity is able to provide the required information about each registrable beneficial owner it has identified. The required information about the entity. The required information about each registrable beneficial owner that the entity has identified. 2 A statement that the entity has no reasonable cause to believe that it has any registrable beneficial owners. The required information about the entity. The required information about each managing officer of the entity. 3 A statement: that the entity has reasonable cause to believe that there is at least one registrable beneficial owner that it has not identified, that the entity is not able to provide the required information about one or more of the registrable beneficial owners it has identified, or that paragraphs (a) and (b) both apply. The required information about the entity. The required information about each managing officer of the entity. The required information about each registrable beneficial owner that the entity has identified or so much of that information as it has been able to obtain.
Where an application includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the application must also include—
the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain.
For the required information, see Schedule 1.
For the meaning of “registrable beneficial owner”, see Schedule 2.
The Secretary of State may by regulations specify additional statements or information that must be included in an application under this section.
Regulations under subsection (6) are subject to the negative resolution procedure.
On the registration of an overseas entity under this Part, the registrar must—
record the date of registration in the register,
allocate an overseas entity ID to the entity, and
record the overseas entity ID in the register.
Overseas entity IDs are to be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.
The registrar may adopt a new form of overseas entity ID and make such changes to existing overseas entity IDs as appear necessary.
A change of an overseas entity ID has effect from the date on which the overseas entity is notified by the registrar of the change.
On the registration of an overseas entity under this Part, the registrar must notify the overseas entity that it has been registered.
The notice must state—
the date of registration, and
the overseas entity ID allocated to the entity.
The notice must also contain information about—
the updating duty under section 7 and the consequences of failing to comply with it;
applying under section 9 for removal from the list of registered overseas entities.
A registered overseas entity must, within the period of 14 days after each update period, deliver to the registrar—
the statement and information listed in row 1, 2 or 3 of the table in section 4(2), and, where applicable, the statement and information mentioned statements and information mentioned in subsection (3),
the statement in row 1 of the table set out in subsection (2) or the statement and information listed in row 2 of that table, and, where applicable, the statement and information mentioned statements and information mentioned in subsection (4),
a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
the name and contact details of an individual who may be contacted about the statements and information.
This is the table referred to in subsection (1)(b)— Statement Information 1 A statement that the entity has noreasonable cause to believe thatanyone has become or ceased to be aregistrable beneficial owner duringthe update period. 2 A statement that the entity has reasonable cause to believe that at least one person has become or ceased to be a registrable beneficial owner during the update period. The required information about each person who has become or ceased to be a registrable beneficial owner during the update period, or so much of that information as the entity has been able to obtain. The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.
Where information provided under subsection (1)(a) includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(a) to provide—
the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
Where information provided under subsection (1)(b) includes information that a person who became or ceased to be a registrable beneficial owner was a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(b) to provide—
the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
in the case where the information provided under subsection (1)(b) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
For the required information, see Schedule 1.
This is the table referred to in subsections (3)(c) and (4)(c)— Statement Information 1 A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity. 2 A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the update period when the trustee was a registrable beneficial owner of the overseas entity. The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain. The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.
The information required by subsection (1)(a), and any statements required by subsection (1)(a) or (b), must relate to the state of affairs as at the end of the update period. Any statements required by subsection (1)(a) or (b) must relate to the state of affairs as at the end of the update period.
Any information required by subsection (1)(b) as a result of a person having become or ceased to be a registrable beneficial owner must relate to the time when the person became or ceased to be a registrable beneficial owner. Any information— must relate to the time when the person so became or so ceased.
required by subsection (1)(a) or (b) as a result of a person having become or ceased to be a beneficiary under a trust, or
required by subsection (1)(b) as a result of a person having become or ceased to be a registrable beneficial owner of an overseas entity,
A requirement in subsection (1) to provide information may be met (in whole or in part) by confirming information previously provided.
For the purposes of this section, each of the following is an update period—
the period of 12 months beginning with the date of the overseas entity’s registration;
each period of 12 months beginning with the day after the end of the previous update period.
Any other information required by subsection (1)(a) must relate to the state of affairs as at the end of the update period.
But a registered overseas entity may shorten an update period by—
notifying the registrar of the shortened update period, and
delivering the statements and information required by subsection (1) within the period of 14 days after that shortened update period.
The Secretary of State may by regulations amend this section for the purpose of changing the meaning of update period in this section.
Regulations under this section are subject to the affirmative resolution procedure.
If a registered overseas entity fails to comply with the duty under section 7 an offence is committed by—
the entity, and
every officer of the entity who is in default.
A person guilty of an offence under subsection (1) is liable on summary conviction—
in England and Wales to a fine and, for continued contravention, a daily default fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale;
in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one half of level 5 on the standard scale.
The contravention continues until such time as the registered overseas entity has delivered the statements and information required by section 7(1).
In the case of continued contravention, an offence is also committed by every officer of the registered overseas entity who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention.
A person guilty of an offence under subsection (4) is liable on summary conviction—
in England and Wales, to a fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale for each day on which the contravention continues and the person is in default;
in Scotland or Northern Ireland, to a fine not exceeding one half of level 5 on the standard scale for each day on which the contravention continues and the person is in default.
An application by a registered overseas entity for removal from the list of registered overseas entities must be delivered to the registrar and contain—
a statement confirming that the entity is not registered as the proprietor of a relevant interest in land,
the statement and information listed in row 1, 2 or 3 of the table in section 4(2), and, where applicable, the statement and information mentioned statements and information mentioned in subsection (3),
the statement in row 1 of the table set out in subsection (2) or the statement and information listed in row 2 of that table, and, where applicable, the statement and information mentioned statements and information mentioned in subsection (4),
a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
the name and contact details of an individual who may be contacted about the application.
This is the table referred to in subsection (1)(c)— Statement Information 1 A statement that the entity has noreasonable cause to believe thatanyone has become or ceased to be aregistrable beneficial owner duringthe relevant period. 2 A statement that the entity has reasonable cause to believe that at least one person has become or ceased to be a registrable beneficial owner during the relevant period. The required information about each person who has become or ceased to be a registrable beneficial owner during the relevant period, or so much of that information as the entity has been able to obtain. The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information.
Where information provided under subsection (1)(b) includes information that a registrable beneficial owner is a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(b) to provide—
the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
Where information provided under subsection (1)(c) includes information that a person who became or ceased to be a registrable beneficial owner was a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity is also required by subsection (1)(c) to provide—
the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
a statement as to whether the entity has any reasonable cause to believe that there is required information about the trust that it has not been able to obtain, and
in the case where the information provided under subsection (1)(c) includes information that a person who ceased to be a registrable beneficial owner was a trustee, the statement in row 1 of the table set out in subsection (4A), or the statement and information listed in row 2 of that table.
For the required information, see Schedule 1.
This is the table referred to in subsections (3)(c) and (4)(c)— Statement Information 1 A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity. 2 A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust at a time during the relevant period when the trustee was a registrable beneficial owner of the overseas entity. The information specified in paragraph 8(1)(d) of Schedule 1 about each such person, or so much of that information as the entity has been able to obtain. The date on which that person became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information.
For the purposes of subsection (2) this section “the relevant period” means the period—
beginning with the date of the overseas entity’s registration or (if later) the end of its last update period, and
ending with the date of the application for removal.
The information required by subsection (1)(b), and any statements required by subsection (1)(b) or (c), must relate to the state of affairs as at the time of the application for removal. Any statements required by subsection (1)(b) or (c) must relate to the state of affairs as at the time of the application for removal.
Any information required by subsection (1)(c) as a result of a person having become or ceased to be a registrable beneficial owner must relate to the time when the person became or ceased to be a registrable beneficial owner. Any information— must relate to the time when the person so became or so ceased.
required by subsection (1)(b) or (c) as a result of a person having become or ceased to be a beneficiary under a trust, or
required by subsection (1)(c) as a result of a person having become or ceased to be a registrable beneficial owner of an overseas entity,
The requirement in subsection (1) to provide information may be met (in whole or in part) by confirming information previously provided.
For the purposes of this section and section 10 an overseas entity is registered as the proprietor of a relevant interest in land if—
the entity—
is registered in the register of title kept under the Land Registration Act 2002 as the proprietor of a qualifying estate within the meaning of Schedule 4A to that Act, and
became so registered in pursuance of an application made on or after 1 January 1999,
the entity—
is entered, on or after 8 December 2014, as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland,
in relation to a lease that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before that date is, by virtue of an assignation of the lease registered in the Land Register of Scotland on or after that date, the tenant under the lease, or
is the tenant under a lease that was registered in the Land Register of Scotland on or after that date, or
the entity—
is registered in the register kept under the Land Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) as the owner of a qualifying estate within the meaning of Schedule 8A to that Act, and
became so registered on or after the day on which that Schedule came into force.
Any other information required by subsection (1)(b) must relate to the state of affairs as at the time of the application for removal.
In subsection (10)(b), “lease”, “plot of land” and “proprietor” have the meanings given by section 113(1) of the Land Registration etc. (Scotland) Act 2012 (asp 5).
For the purposes of subsection (10)(b)(i)—
the reference to an overseas entity’s being entered as proprietor in the proprietorship section of a title sheet is a reference to the name of the entity being so entered, and
the date on which an overseas entity is entered as proprietor in the proprietorship section of a title sheet is, where the entry is made by virtue of an application for registration, the date of registration as determined under section 37 of the Land Registration etc. (Scotland) Act 2012 (date and time of registration).
On receipt of an application by a registered overseas entity under section 9, the registrar must check whether the overseas entity is registered as the proprietor of a relevant interest in land (see subsection (10) of that section).
If the overseas entity is not registered as the proprietor of a relevant interest in land and there are no updates pending, the registrar must remove it from the list of registered overseas entities.
If the overseas entity is registered as the proprietor of a relevant interest in land or there is an update pending, the registrar must refuse the application.
The registrar must send the overseas entity a notice stating—
whether the application for removal has been successful, and
if it has been successful, the date of removal from the list of registered overseas entities.
For the purposes of subsections (2) and (3) an update is pending if—
an update period for the entity has ended and the entity has not yet complied with the duty under section 7 in respect of that period, or
the entity is required to deliver information under Schedule 6 but has not yet done so.
Where an overseas entity is removed from the list of registered overseas entities, the registrar must record the date of removal in the register.
Where an overseas entity has been removed from the list of registered overseas entities for at least two years, the registrar may transfer any records relating to that entity to the Public Record Office.
An overseas entity must comply with this section before—
making an application under section 4 for registration;
complying with the updating duty under section 7;
making an application under section 9 for removal.
The overseas entity must take reasonable steps—
to identify any registrable beneficial owners in relation to the entity, and
if it identifies any, to obtain, for the purposes of the application under section 4 or 9 or for the purposes of complying with the updating duty under section 7—
the required information about each registrable beneficial owner, and
in respect of any registrable beneficial owner who is a trustee, the required information about the trust.
The steps that an overseas entity must take include giving an information notice under this section to any person that it knows, or has reasonable cause to believe, is a registrable beneficial owner in relation to the entity.
An information notice under this section is a notice requiring the person to whom it is given—
to state whether or not the person is a registrable beneficial owner in relation to the overseas entity,
if the person is a registrable beneficial owner, to confirm or correct any of the required information about the person that is specified in the notice and to supply any of the required information that the notice states the overseas entity does not already have, and
if the person is a registrable beneficial owner by virtue of being a trustee, to confirm or correct any of the required information about the trust that is specified in the notice and to supply any of the required information about the trust that the notice states the overseas entity does not already have.
An information notice under this section must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.
An overseas entity may give a person an information notice under this section if it knows or has reasonable cause to believe that the person knows the identity of—
a person who is a registrable beneficial owner in relation to the overseas entity,
any legal entity not falling within paragraph (a) that is a beneficial owner in relation to the overseas entity, or
a person likely to have knowledge of the identity of a person within paragraph (a) or (b).
An information notice under this section is a notice requiring the addressee—
to state whether or not the addressee knows the identity of a person within paragraph (a), (b) or (c) of subsection (1), and
if so—
to supply any information that the addressee has that might help the overseas entity to identify that person, and
to state whether that information is being supplied with the knowledge of the person to whom it relates.
An information notice under this section must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.
A person given a notice under subsection (1) is not required by that notice to disclose any information in respect of which a claim to legal professional privilege or, in Scotland, confidentiality of communications, could be maintained in legal proceedings.
In this section a reference to knowing the identity of a person includes knowing information from which that person can be identified.
A reference in this section to a person who is a registrable beneficial owner in relation to an overseas entity includes, in connection with the obtaining of information required by section 7(1)(b), 9(1)(c) or 42(1)(c)(i), a reference to a person who has ceased to be a registrable beneficial owner.
The Secretary of State may by regulations make further provision about the giving of notices under section 12 or 13, including provision about the form and content of any such notices and the manner in which they must be given.
Regulations under subsection (1) are subject to the negative resolution procedure.
A person who, without reasonable excuse, fails to comply with a notice under section 12 or 13 commits an offence.
A person who, without reasonable excuse, fails to comply with a notice under section 12 or 13 commits an offence.
A person who is given a notice under section 12 or 13 commits an offence if, in purported compliance with the notice, the person—
makes a statement that the person knows to be false in a material particular, or
recklessly makes a statement that is false in a material particular.
Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default.
Where an offence under subsection (1) or (2) is committed by a legal entity, the offence is also committed by every officer of the entity who is in default.
It is a defence for a person charged with an offence under this section to prove that the requirement to give information was frivolous or vexatious.
A person does not commit an offence under subsection (1), or under subsection (3) as it applies in relation to subsection (1), if the person proves that the requirement to give information was frivolous or vexatious.
A person guilty of an offence under this section is liable—
on summary conviction in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).
A person guilty of an offence under this section is liable—
on summary conviction in England and Wales, to imprisonment for the maximum summary term for either-way offences or a fine (or both);
on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).
In subsection (5)(a) “the maximum summary term for either-way offences” means—
in relation to an offence committed before the time when paragraph 24(2) of Schedule 22 to the Sentencing Act 2020 comes into force, 6 months;
in relation to an offence committed after that time, 12 months.
The Secretary of State must by regulations make provision requiring the verification of information before an overseas entity—
makes an application under section 4 for registration;
complies with the updating duty under section 7;
makes an application under section 9 for removal.
complies with the duty under Schedule 6 (duty to deliver further information about transitional period).
Regulations under this section may, among other things, make provision—
about the information that must be verified;
about the person by whom the information must be verified;
about how the information is to be verified (including provision about the kinds or sources of evidence to be used);
requiring a statement, evidence or other information to be delivered to the registrar for the purposes of sections 4(1)(c), 7(1)(d) and 9(1)(e).
about the standard to which verification is to be carried out;
about the records that must be kept in connection with verification;
requiring the registrar not to make available for public inspection certain information delivered to the registrar by virtue of the regulations;
about the information that must be provided to the registrar to enable the registrar to monitor compliance with any requirements imposed by the regulations.
The first regulations under this section must be made so as to come into force before any applications may be made under section 4(1).
Regulations under this section may create offences in relation to failures to comply with requirements imposed by virtue of subsection (2)(ba) or (e).
Regulations under this section are subject to the negative resolution procedure.
The regulations must provide for any such offence to be punishable—
on summary conviction in England and Wales, by a fine;
on summary conviction in Scotland, by a fine not exceeding level 5 on the standard scale;
on summary conviction in Northern Ireland, by a fine not exceeding level 5 on the standard scale.
A person who is given a notice under section 12 or 13 commits an offence if, in purported compliance with the notice and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.
Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default.
A person guilty of an offence under this section is liable—
on summary conviction in England and Wales, to a fine;
on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
A person who is given a notice under section 12 or 13 commits an offence if, in purported compliance with the notice, the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.
Where the offence is committed by a legal entity, the offence is also committed by every officer of the entity who is in default.
A person guilty of an offence under this section is liable—
on summary conviction in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).
The Secretary of State may by regulations modify the application requirements or the update requirements in relation to overseas entities of a description specified in the regulations.
The regulations may modify the application or update requirements in relation to a description of overseas entity only if the Secretary of State considers that the modifications are appropriate in light of the information that is publicly available otherwise than by virtue of this Part.
Regulations under subsection (1) may make such modifications to this Part as are consequential on those regulations.
Regulations under subsection (1) are subject to the negative resolution procedure.
In this section—
a local authority or local government body in the United Kingdom or elsewhere;
In this Part of this Schedule—
“the commencement date” means the day on which section 3(1) comes fully into force;
For the purposes of paragraphs 10(1)(a) and 11(1)(a)—
references to an overseas entity’s being entered as proprietor in the proprietorship section of a title sheet are references to the name of the entity being so entered, and
the date on which an overseas entity was entered as proprietor in the proprietorship section of a title sheet is, where the entry was made by virtue of an application for registration, the date of registration as determined under section 37 of the Land Registration etc. (Scotland) Act 2012 (date and time of registration).
“registered proprietor”, in relation to a qualifying estate, means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar;
A person (“X”) is a “beneficial owner” of an overseas entity or other legal entity (“Y”) if one or more of the following conditions are met. Ownership of shares Condition 1 is that X holds, directly or indirectly, more than 25% of the shares in Y. Voting rights Condition 2 is that X holds, directly or indirectly, more than 25% of the voting rights in Y. Right to appoint or remove directors Condition 3 is that X holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of Y. Significant influence or control Condition 4 is that X has the right to exercise, or actually exercises, significant influence or control over Y. Trusts, partnerships, etc Condition 5 is that— the trustees of a trust, or the members of a partnership, unincorporated association or other entity, that is not a legal person under the law by which it is governed meet any of the conditions specified above (in their capacity as such) in relation to Y, and X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or entity.
any information required by virtue of section 7(3)(c) or (4)(c) or 9(3)(c) or (4)(c) or paragraph 4(2)(c) of Schedule 6 (information about beneficiaries).
The Secretary of State may, by giving written notice to a person, exempt the person under this section if satisfied that to do so is necessary—
in the interests of national security;
for the purposes of preventing or detecting serious crime.
The effect of an exemption is that—
overseas entities are not required to take steps or give notices under section 12 in relation to the exempt person,
the exempt person is not required to comply with any notice given by an overseas entity under section 12 or 13 if the exempt person brings the existence of the exemption to the attention of the entity,
a notice given by an overseas entity under section 13 does not require any other person to supply information about the exempt person, and
the exempt person does not count as a registrable beneficial owner in relation to any overseas entity for the purposes of this Part.
For the purposes of subsection (1)(b)—
“crime” means conduct which—
constitutes a criminal offence, or
is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and
crime is “serious” if—
the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or
the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose.
The Secretary of State may by regulations provide for exceptions to the requirement to deliver information by virtue of section 7(3)(c) or (4)(c) or 9(3)(c) or (4)(c).
The Secretary of State must consult the Scottish Ministers before making regulations under subsection (1) that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.
The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under subsection (1) that contain provision that—
would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and
would not, if contained in a Bill for an Act of the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998.
Regulations under subsection (1) are subject to the negative resolution procedure.
Documents delivered to the registrar under this Part, or under regulations made under it, must be drawn up and delivered in English.
The registrar must place a note in the register recording—
the date on which a document is delivered to the registrar under this Part or regulations made under it, or otherwise in connection with the register;
if a document is replaced (whether or not material derived from it is removed), the fact that it has been replaced and the date of delivery of the replacement;
if material is removed—
what was removed (giving a general description of its contents),
under what power, and
the date on which that was done.
The Secretary of State may by regulations make provision—
authorising or requiring the registrar to annotate the register in such other circumstances as may be specified in the regulations, and
as to the contents of any such annotation.
No annotation is required in the case of a document that by virtue of section 1072(2) of the Companies Act 2006 (documents not meeting requirements for proper delivery) is treated as not having been delivered.
A note may be removed if it no longer serves any useful purpose.
Any duty or power of the registrar with respect to annotation of the register is subject to the court’s power under section 31 (powers of court on ordering removal of material from the register) to direct—
that a note be removed from the register, or
that no note may be made of the removal of material that is the subject of the court’s order.
Regulations under this section are subject to the negative resolution procedure.
Any person may—
inspect the register (but see the exceptions in section 22);
require a copy of any material on the register that is available for inspection.
The registrar may specify the form and manner in which an application is to be made for inspection or a copy.
The registrar may determine the form and manner in which copies are to be provided.
Section 1091 of the Companies Act 2006 (certification of copies), and any regulations made under it, apply in relation to copies provided under this section as they apply in relation to the copies provided as mentioned in that section.
The following material must not be made available by the registrar for public inspection—
any date of birth or residential address information protected under subsection (2),
the name or contact details of an individual delivered to the registrar under section 4(1)(d) (application for registration), 7(1)(e) (updating duty) or 9(1)(f) (application for removal),
any required information about a trust delivered to the registrar by virtue of section 4(3), 7(3) or (4) or 9(3) or (4) (required information about trusts),
information that, by virtue of regulations under section 25 (power to protect other information), the registrar must omit from the material on the register that is available for inspection,
any application or other document delivered to the registrar under section 29 (application for rectification of register),
any court order under section 30 (rectification of the register under court order) that the court has directed under section 31 is not to be made available for public inspection, and
any email address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone.
The following material must not, so far as it forms part of the register, be made available by the registrar for public inspection—
so much of any application or other document delivered to the registrar under section 4, 7 or 9 or Schedule 6 as is required to contain—
protected date of birth information;
protected residential address information;
protected trusts information;
the name or contact details of an individual provided for the purposes of section 4(1)(d), 7(1)(e) or 9(1)(f), paragraph 6(1)(g) or 7(1)(g) of Schedule 1 or paragraph 2(1)(d) of Schedule 6;
an overseas entity’s email address (see paragraph 2(1)(e) of Schedule 1);
any title numbers or folio numbers in respect of land (see paragraph 2(1)(h), (i) and (j) of Schedule 1);
any information that regulations under section 16 provide is not to be made available for public inspection;
any application or other document delivered to the registrar under regulations under section 23(2) (disclosure of protected trusts information);
the following—
any application or other document delivered to the registrar under regulations under section 25 (regulations protecting material), other than information provided by virtue of section 25(4);
any information which regulations under section 25 require not to be made available for public inspection;
any application or other document delivered to the registrar under section 28 (administrative removal of material from the register);
any court order under section 30 (rectification of the register under court order) that the court has directed under section 31 is not to be made available for public inspection;
any statement or other document delivered to the registrar by virtue of section 1067A of the Companies Act 2006 (delivery of documents: identity verification requirements etc);
any statement made in accordance with regulations made by virtue of section 1082(2)(c) of the Companies Act 2006 (statement of unique identifier);
any document provided to the registrar under section 1092A of the Companies Act 2006 (power to require further information);
any email address, identification code or password deriving from a document delivered for the purpose of authorising or facilitating electronic filing procedures or providing information by telephone;
any record of the information contained in a document (or part of a document) mentioned in any of the previous paragraphs of this subsection;
any other material excluded from public inspection by or under any other enactment.
Date of birth information or residential address information is “protected” if—
it relates to a registrable beneficial owner or managing officer in relation to an overseas entity,
it is contained in a document delivered to the registrar in which date of birth information or residential address information is required to be stated,
in the case of a document having more than one part, it is contained in a part of the document in which date of birth information or residential address information is required to be stated, and
it is not information about a trust delivered to the registrar by virtue of section 4(3), 7(3) or (4) or 9(3) or (4).
In this section—
In this section—
“date of birth information” means information as to the day of the month on which an individual was born (but not the month or year);
Information about a registrable beneficial owner or managing officer does not cease to be protected date of birth information or protected residential address information when they cease to be a registrable beneficial owner or managing officer.
Nothing in this section obliges the registrar to check documents other than those mentioned in subsection (2)(b), or parts of documents other than those mentioned in subsection (2)(c), to ensure the absence of date of birth information or residential address information.
Where subsection (1), or a provision referred to in subsection (1), imposes a restriction by reference to material deriving from a particular description of document (or part of a document), that does not affect the availability for public inspection of the same information contained in material derived from another description of document (or part of a document) in relation to which no such restriction applies.
The registrar need not retain material to which subsection (1) applies for longer than appears to the registrar reasonably necessary for the purposes for which the material was delivered to the registrar.
This section applies to information delivered to the registrar by virtue of section 4(3), 7(3) or (4) or 9(3) or (4) (required information about trusts).
The registrar must not disclose protected date of birth information, protected residential address information or protected trusts information unless—
the disclosure is permitted by section 1110F of the Companies Act 2006 (general powers of disclosure by the registrar),
the information is required to be made available for public inspection (as a result of being contained in a document, part of a document, or record to which section 22(1) does not apply), or
the disclosure is permitted by regulations under subsection (2).
The registrar may not disclose the information unless—
the same information is made available by the registrar for public inspection otherwise than by virtue of being delivered to the registrar by virtue of a provision mentioned in subsection (1), or
the disclosure is permitted by subsection (3).
The Secretary of State may by regulations make provision requiring the registrar, on application, to disclose relevant protected trusts information to a person (unless required to refrain from doing so by regulations under section 25).
The registrar may disclose the information to—
the Commissioners for Her Majesty’s Revenue and Customs, or
any other person who—
has functions of a public nature, and
is specified for the purposes of this section by regulations made by the Secretary of State.
In subsection (2) “relevant protected trusts information” means protected trusts information other than information as to—
the day of the month (but not the month or year) on which an individual was born, or
the usual residential address of an individual.
Regulations under this section are subject to the negative resolution procedure.
The regulations may make provision as to—
who may make an application;
the grounds on which an application may be made;
the information to be included in and documents to accompany an application;
the notice to be given of an application and of its outcome;
how an application is to be determined.
Provision under subsection (4)(e) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application.
The regulations may include provision authorising or requiring the registrar to impose conditions subject to which the information is disclosed (including conditions restricting its use or further disclosure).
The regulations may create offences in relation to failures to comply with conditions imposed by virtue of subsection (6).
The regulations must provide for any such offence to be punishable—
on summary conviction in England and Wales, by a fine;
on summary conviction in Scotland, by a fine not exceeding level 5 on the standard scale;
on summary conviction in Northern Ireland, by a fine not exceeding level 5 on the standard scale.
Regulations under this section may in particular confer a discretion on the registrar.
Regulations under this section are subject to affirmative resolution procedure.
In this section the following have the meaning given by section 22(2)—
The registrar must not disclose protected date of birth information or protected residential address information about a person unless—
the same information about the person (whether in the same or a different capacity) is made available by the registrar for public inspection as a result of being contained in another description of document in relation to which no restriction under section 22 applies, or
disclosure is permitted by subsection (2).
The Secretary of State must consult the Scottish Ministers before making regulations under section 23 that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.
The registrar may disclose protected date of birth information or residential address information to any person who—
has functions of a public nature, and
is specified for the purposes of this section by regulations made by the Secretary of State.
The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under section 23 that contain provision that—
would be within the legislative competence of the Northern Ireland Assembly if contained in an Act of that Assembly, and
would not, if contained in a Bill for an Act of the Northern Ireland Assembly, result in the Bill requiring the consent of the Secretary of State under section 8 of the Northern Ireland Act 1998.
The Secretary of State may by regulations make provision—
specifying conditions for the disclosure of protected date of birth information or residential address information in accordance with this section, and
providing for the charging of fees.
This section does not apply to protected date of birth information, or protected residential address information, about a person in their capacity as a registrable beneficial owner or managing officer if an application under regulations made under section 25 has been granted in respect of that information and has not been revoked.
In this section—
“the registrar” has the meaning given by section 3(1).
A reference to the right to appoint or remove a majority of the board of directors of a legal entity is a reference to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all or substantially all matters.
Where a person controls a right, the right is to be treated for the purposes of this Schedule as held by that person (and not by the person who in fact holds the right, unless that person also controls it). A person “controls” a right if, by virtue of any arrangement between that person and others, the right is exercisable only— “Arrangement” has the meaning given in paragraph 12(3) and (4).
A person does not meet Condition 1, 2 or 3 of paragraph 6 in relation to an overseas entity by virtue only of being a limited partner. A person does not meet Condition 1, 2 or 3 of paragraph 6 in relation to an overseas entity by virtue only of, directly or indirectly— in or in relation to a limited partner. Sub-paragraphs (1) and (2) do not apply for the purposes of determining whether the requirement set out in Condition 5(a) of paragraph 6 is met. In this paragraph “limited partner” means— In this paragraph “foreign limited partner” means an individual who— Regulations under this paragraph may, among other things, prescribe characteristics by reference to— Regulations under this paragraph are subject to the affirmative resolution procedure.
References to a board of directors, in the case of an entity that does not have such a board, are to be read as references to the equivalent management body of that entity.
Regulations under this section are subject to the negative resolution procedure.
The Secretary of State may by regulations make provision requiring the registrar, on application—
to make information relating to a relevant individual unavailable for public inspection, and
to refrain from disclosing that information or to refrain from doing so except in specified circumstances.
In this section “relevant individual” means an individual who is or used to be—
a registrable beneficial owner in relation to an overseas entity, or
a managing officer of an overseas entity.
Regulations under this section may make provision as to—
who may make an application,
the grounds on which an application may be made,
the information to be included in and documents to accompany an application,
how an application is to be determined,
the recording of restrictions in the register,
the duration of and procedures for revoking the restrictions on disclosure, and
the charging of fees by the registrar for disclosing information where the regulations permit disclosure, by way of exception, in specified circumstances.
The provision that may be made under subsection (3)(d) or (f) includes provision—
conferring a discretion on the registrar;
providing for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
Regulations under this section may impose a duty on the registrar to publish, in relation to such periods as may be specified—
details of how many applications have been made under the regulations and how many of them have been allowed, and
such other details in connection with applications under the regulations as may be specified in the regulations.
Regulations under this section are subject to the affirmative resolution procedure.
Nothing in this section or in regulations made under it affects the disclosure of information about a person in any capacity other than that mentioned in subsection (2).
Nothing in section 21, 23 or 24 authorises or requires a disclosure of information which, although made in accordance with that section, would contravene the data protection legislation.
In this section “the data protection legislation” has the same meaning as in the Data Protection Act 2018 (see section 3 of that Act).
Where it appears to the registrar that the information contained in a document delivered to the registrar by an overseas entity in connection with the register is inconsistent with other information contained in records kept by the registrar under section 1080 of the Companies Act 2006, the registrar may give notice to the overseas entity to which the document relates—
stating in what respects the information contained in it appears to be inconsistent with other information on the register, and
stating in what respects the information contained in it appears to be inconsistent with other information in records kept by the registrar under section 1080 of the Companies Act 2006, and
requiring the overseas entity to take steps to resolve the inconsistency.
requiring the overseas entity, within the period of 14 days beginning with the date on which the notice is issued, to take all such steps as are reasonably open to it to resolve the inconsistency by delivering replacement or additional documents or in any other way.
The notice must state the date on which it is issued.
state the date on which it is issued, and
require the delivery to the registrar, within 14 days after that date, of such replacement or additional documents as may be required to resolve the inconsistency.
If the necessary documents are not delivered within the period specified, an offence is committed by—
the overseas entity, and
every officer of the overseas entity who is in default.
A person guilty of an offence under subsection (3) is liable on summary conviction—
in England and Wales, to a fine and, for continued contravention, a daily default fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale;
in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one half of level 5 on the standard scale.
The registrar may remove from the register—
anything that there was power, but no duty, to include;
anything listed in section 22(1) (material unavailable for public inspection), if it no longer appears to the registrar reasonably necessary for the purposes for which it was delivered to the registrar.
The registrar may remove from the register anything that appears to the registrar to be—
a document, or material derived from a document, accepted under section 1073 of the Companies Act 2006 (power to accept documents not meeting requirements for proper delivery), or
unnecessary material as defined by section 1074 of the Companies Act 2006.
The power in subsection (1)(a) is exercisable, in particular, so as to remove—
unnecessary material within the meaning of section 1074 of the Companies Act 2006,
material derived from a document that has been replaced under section 1076 of that Act (replacement of document not meeting requirements for proper delivery), or
material derived from a document that has been replaced under section 27.
The power to remove material from the register under this section may be exercised—
on the registrar’s own motion, or
on an application made in accordance with regulations under section 28A(2).
On or before removing any material under subsection (1)(a) (otherwise than at the request of the overseas entity) the registrar must give notice—
to the person by whom the material was delivered (if the identity, and name and address of that person are known), or
to the overseas entity to which the material relates (if notice cannot be given under paragraph (a) and the identity of that overseas entity is known).
The Secretary of State may by regulations provide that the registrar’s power to remove material from the register under this section following an application is limited to material of a description specified in the regulations.
The notice must—
state what material the registrar proposes to remove, or has removed, and on what grounds, and
state the date on which it is issued.
Regulations under this section are subject to the negative resolution procedure.
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The Secretary of State may by regulations make provision requiring the registrar, on application, to remove from the register material of a description specified in the regulations that—
derives from anything invalid or ineffective or that was done without the authority of the overseas entity, or
is factually inaccurate, or is derived from something that is factually inaccurate, or forged.
The regulations may make provision as to—
who may make an application,
the information to be included in and documents to accompany an application,
the notice to be given of an application and of its outcome,
a period in which objections to an application may be made, and
how an application is to be determined.
An application must—
specify what is to be removed from the register and indicate where on the register it is, and
be accompanied by a statement that the material specified in the application complies with this section and the regulations.
If no objections are made to the application, the registrar may accept the statement as sufficient evidence that the material specified in the application should be removed from the register.
Regulations under this section are subject to the affirmative resolution procedure.
The Secretary of State must by regulations make provision for notice to be given in accordance with the regulations where material is removed from the register under section 28 otherwise than on an application.
The Secretary of State must by regulations make provision in connection with the making and determination of applications for the removal of material from the register under section 28.
The provision that may be made under subsection (2) includes provision as to—
who may make an application,
the information to be included in and documents to accompany an application,
the notice to be given of an application and of its outcome,
a period in which objections to an application may be made, and
how an application is to be determined, including provision as to evidence that may be relied upon by the registrar for the purposes of satisfying the test in section 28(1).
The provision that may be made by virtue of subsection (3)(e) includes provision as to circumstances in which—
evidence is to be treated by the registrar as conclusive proof that the test in section 28(1) is met, and
the power of removal must be exercised.
Regulations under this section may in particular confer a discretion on the registrar.
Regulations under this section are subject to the negative resolution procedure.
The registrar must remove from the register any material— and that the court directs should be removed from the register.
that derives from anything that the court has declared to be invalid or ineffective, or to have been done without the authority of the overseas entity, or
that a court declares to be factually inaccurate, or to be derived from something that is factually inaccurate, or forged,
The court order must specify what is to be removed from the register and indicate where on the register it is.
A copy of the court’s order must be sent to the registrar for registration.
Where the court makes an order for the removal of anything from the register under section 30, it may give directions under this section.
It may direct that any note on the register that is related to the material that is the subject of the court’s order is to be removed from the register.
It may direct that its order is not to be available for public inspection as part of the register.
It may direct—
that no note is to be made on the register as a result of its order, or
that any such note is to be restricted to such matters as may be specified by the court in the direction.
The court must not give any direction under this section unless it is satisfied—
that— may cause damage to the overseas entity, and
the presence on the register of the note or, as the case may be, of an unrestricted note, or
the availability for public inspection of the court’s order,
that the overseas entity’s interest in non-disclosure outweighs any interest of other persons in disclosure.
In this section “note” means a note placed in the register under section 20 or regulations made under it.
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It is an offence for a person, without reasonable excuse, to—
deliver or cause to be delivered to the registrar for the purposes of this Part any document that is misleading, false or deceptive in a material particular, or
make to the registrar, for the purposes of this Part, any statement that is misleading, false or deceptive in a material particular.
It is an offence for a person, without reasonable excuse, to—
deliver or cause to be delivered to the registrar, for the purposes of this Part, a document that is misleading, false or deceptive in a material particular, or
make to the registrar, for the purposes of this Part, a statement that is misleading, false or deceptive in a material particular.
An offence under this section is aggravated if, when the document or statement is delivered, the person knows that it is misleading, false or deceptive in a material particular.
Where the offence is committed by a legal entity, every officer of the entity who is in default also commits the offence.
A person guilty of an offence under this section, other than an aggravated offence, is liable —
on summary conviction in England and Wales, to a fine;
on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
A person guilty of an offence under this section is liable—
on summary conviction in England and Wales, to a fine;
on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;
on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.
A person guilty of an aggravated offence under this section is liable—
on summary conviction in England and Wales, to imprisonment for the maximum summary term for either-way offences or a fine (or both);
on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).
In subsection (4)(a) “the maximum summary term for either-way offences” means—
in relation to an offence committed before the time when paragraph 24(2) of Schedule 22 to the Sentencing Act 2020 comes into force, 6 months;
in relation to an offence committed after that time, 12 months.
It is an offence for a person knowingly to—
deliver or cause to be delivered to the registrar, for the purposes of this Part, a document that is misleading, false or deceptive in a material particular, or
make to the registrar, for the purposes of this Part, a statement that is misleading, false or deceptive in a material particular.
Where the offence is committed by a legal entity, every officer of the entity who is in default also commits the offence.
A person guilty of an offence under this section is liable—
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
on summary conviction—
in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both).
Schedule 3 contains amendments about—
the ownership of registered land in England and Wales by overseas entities, and
land transactions in England and Wales involving overseas entities.
Schedule 4—
makes similar provision for Scotland, and
confers a related power to make further or alternative provision (see Part 3 of the Schedule).
Schedule 5 makes similar provision for Northern Ireland.
The Secretary of State may by regulations amend Schedule 8A to the Land Registration Act (Northern Ireland) 1970 (inserted by Schedule 5 to this Act) to make provision similar or corresponding to the provision made by paragraphs 3(2)(e), 4(2)(e) and 5 of Schedule 4A to the Land Registration Act 2002 (inserted by Schedule 3 to this Act) (including the provision to make subordinate legislation).
The provision which may be made by regulations under subsection (4) by virtue of section 67(3) includes provision amending other provisions of the Land Registration (Northern Ireland) Act 1970.
The Secretary of State must consult the Department of Finance in Northern Ireland before making regulations under subsection (4).
Regulations under subsection (4) are subject to the affirmative resolution procedure.
The Secretary of State may by notice require an overseas entity to apply for registration in the register of overseas entities within the period of 6 months beginning with the date of the notice if at the time the notice is given—
the entity is registered as the proprietor of a relevant interest in land within the meaning given by section 9(10), and
the entity is not registered as an overseas entity, has not made an application for registration that is pending and is not an exempt overseas entity.
A notice under subsection (1) lapses if, before the end of the period mentioned there, the overseas entity—
ceases to be registered as the proprietor of a relevant interest in land within the meaning given by section 9(10), or
becomes an exempt overseas entity.
If an overseas entity fails to comply with a notice under subsection (1), an offence is committed by—
the entity, and
every officer of the entity who is in default.
A person guilty of an offence under subsection (3) is liable—
on summary conviction in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);
on summary conviction in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both);
on summary conviction in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both);
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both).
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
in relation to an offence committed before the time when paragraph 24(2) of Schedule 22 to the Sentencing Act 2020 comes into force, 6 months;
in relation to an offence committed after that time, 12 months.
In this section “exempt overseas entity” means an overseas entity of such description as may be specified in regulations made by the Secretary of State for the purposes of this section.
Regulations under subsection (6) are subject to the affirmative resolution procedure.
Sections 1121 to 1123 of the Companies Act 2006 (liability of officers in default: interpretation etc) apply for the purposes of any provision made by this Part as they apply for the purposes of provisions of the Companies Acts.
In those sections as applied, a reference to an officer includes a person in accordance with whose directions or instructions the board of directors or equivalent management body of a legal entity are accustomed to act.
A person is not to be regarded as falling within subsection (2) by reason only that the board of directors or equivalent management body acts on advice given by the person in a professional capacity.
Section 1125 of the Companies Act 2006 (meaning of “daily default fine”) applies for the purpose of any provision made by this Part as it applies for the purposes of provisions of the Companies Acts.
Proceedings for an offence under this Part—
may not be brought in England and Wales except by or with the consent of the Secretary of State or the Director of Public Prosecutions;
may not be brought in Northern Ireland except by or with the consent of the Secretary of State or the Director of Public Prosecutions for Northern Ireland.
The following provisions of the Companies Act 2006 apply in relation to offences under this Part as they apply in relation to offences under the Companies Acts—
section 1128 (summary proceedings: time limits);
section 1130 (proceedings against unincorporated bodies).
The Secretary of State may by regulations make provision conferring power on the registrar to impose a financial penalty on a person if satisfied, beyond reasonable doubt, that the person has engaged in conduct amounting to an offence under this Part.
The regulations may include provision—
about the procedure to be followed in imposing penalties;
about the amount of penalties;
for the imposition of interest or additional penalties for late payment;
conferring rights of appeal against penalties;
about the enforcement of penalties.
The provision that may be made about enforcement includes—
in relation to England and Wales or Northern Ireland, provision for unpaid amounts to be secured by a charge on an interest in land (including provision about the priority of any such charge), and
in relation to Scotland, provision for penalties to be enforced in the same manner as an extract registered decree arbitral bearing a warrant for execution issued by the sheriff court of any sheriffdom in Scotland.
The regulations must provide that—
no financial penalty may be imposed under the regulations on a person in respect of conduct amounting to an offence if the person has been convicted of that offence in respect of that conduct, and
no financial penalty may be imposed under the regulations on a person in respect of conduct amounting to an offence if—
proceedings have been brought against the person for that offence in respect of that conduct and the proceedings are ongoing, or
the person has been convicted of that offence in respect of that conduct, and
no proceedings may be brought ... against a person in respect of conduct amounting to an offence if the person has been given a financial penalty under the regulations in respect of that conduct.
Amounts recovered by the registrar under the regulations are to be paid into the Consolidated Fund.
The provision which may be made by regulations under this section by virtue of section 67(3) includes provision amending provision made by or under any of the following, whenever passed or made—
an Act;
an Act of the Scottish Parliament;
Northern Ireland legislation.
Regulations under this section are subject to the affirmative resolution procedure.
In this section “conduct” means an act or omission.
The Commissioners for Her Majesty’s Revenue and Customs may disclose information to the Secretary of State ... for the purpose of the taking of action in connection with an offence under this Part.
For the purposes of this section, the taking of action in connection with an offence under this Part includes any of the following—
investigating whether an offence has been committed;
prosecuting an offence;
imposing financial penalties for conduct amounting to an offence.
A person who receives information as a result of this section—
may not use the information other than for the purpose of the taking of action in connection with an offence under this Part;
may not further disclose the information unless the disclosure is necessary for the taking of action in connection with an offence under this Part.
It is an offence for a person to disclose, in contravention of subsection (3)(b), any revenue and customs information relating to a person whose identity—
is specified in the disclosure, or
can be deduced from it.
It is a defence for a person charged with an offence under subsection (4) to prove that the person reasonably believed—
that the disclosure was lawful, or
that the information had already lawfully been made available to the public.
Subsections (4) to (7) of section 19 of the Commissioners for Revenue and Customs Act 2005 apply to an offence under subsection (4) as they apply to an offence under that section.
In this section “revenue and customs information relating to a person” has the same meaning as in section 19 of the Commissioners for Revenue and Customs Act 2005 (see section 19(2) of that Act).
This section applies where an overseas entity makes an application under section 4 for registration before the end of the transitional period.
If the entity has not made any relevant dispositions of land during the period— the application must include a statement to that effect.
beginning with 28 February 2022, and
ending with the making of the application,
If the entity has made any relevant dispositions of land during the period mentioned in subsection (2), the application must include—
the required information about each relevant disposition of land made during that period (see subsection (5)),
in relation to each such disposition, the statements and information mentioned in paragraphs (a), (b) and (c) of section 4(1) expressed by reference to the state of affairs immediately before the making of the disposition, and
a statement that all of the information required by paragraphs (a) and (b) of this subsection has been included in the application.
In this section “relevant disposition of land”, in relation to an overseas entity, means—
a registrable disposition of a qualifying estate within section 27(2)(a), (b)(i) or (f) of the Land Registration Act 2002 other than—
a disposition made in pursuance of a statutory obligation or court order, or occurring by operation of law, or
a disposition made by a specified insolvency practitioner in specified circumstances (within the meaning of paragraph 3(3) of Schedule 4A to the Land Registration Act 2002, as inserted by Schedule 3 to this Act);
the delivery by the entity of a qualifying registrable deed granted by it where the entity’s interest in respect of which the deed was granted was registered in the Land Register of Scotland on or after 8 December 2014, unless the deed was granted—
in pursuance of a statutory obligation or court order, or
by a specified insolvency practitioner in specified circumstances (within the meaning of paragraph 2(5) of schedule 1A of the Land Registration etc. (Scotland) Act 2012, as inserted by Schedule 4 to this Act).
The required information about a relevant disposition of land is—
where the relevant disposition of land is within subsection (4)(a)—
the date of disposition, and
the registered title number of the qualifying estate;
where the relevant disposition of land is within subsection (4)(b)—
the date of delivery of the deed, and
the title number of the title sheet in which the entity’s interest is entered.
In subsection (4)(a) “qualifying estate” means— of which the overseas entity became a registered proprietor in pursuance of an application made on or after 1 January 1999.
a freehold estate in land, or
a leasehold estate in land granted for a term of more than seven years from the date of grant,
In subsection (6) “registered proprietor” in relation to an estate means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar.
In subsection (4)(b) “qualifying registrable deed” means a registrable deed (within the meaning of the Land Registration etc. (Scotland) Act 2012) which is—
a disposition,
a standard security,
a lease (including a sub-lease), or
an assignation of a lease (including a sub-lease).
For the purposes of subsection (4)(b), a qualifying registrable deed is to be treated, as at the date of delivery, as having been granted even if at that time it has been executed by the overseas entity only.
In this section “the transitional period” means the period of 6 months beginning with the day on which section 3(1) comes fully into force.
An overseas entity, and every officer of the entity who is in default, commits an offence if—
at any time during the period beginning with 28 February 2022 and ending with the end of the transitional period, the entity has made a relevant disposition of land,
at the end of the transitional period the entity—
is not registered as an overseas entity,
has not made an application for registration as an overseas entity that is pending, and
is not an exempt overseas entity, and
the entity has not, after making the relevant disposition of land and before the end of the transitional period, delivered to the registrar—
statements and information of the kind mentioned in paragraphs (a), (b), (c) and (d) of section 4(1), expressed by reference to the state of affairs immediately before the making of the relevant disposition of land, and
the required information about the relevant disposition of land (within the meaning of section 41(5)).
A person guilty of an offence under subsection (1) is liable on summary conviction—
in England and Wales to a fine and, for continued contravention, a daily default fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale;
in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one half of level 5 on the standard scale.
The contravention continues until such time as the overseas entity has delivered the statements and information mentioned in subsection (1)(c).
In the case of continued contravention, an offence is also committed by every officer of the overseas entity who did not commit an offence under subsection (1) in relation to the initial contravention but who is in default in relation to the continued contravention.
A person guilty of an offence under subsection (4) is liable on summary conviction—
in England and Wales, to a fine not exceeding the greater of £2,500 and one half of level 4 on the standard scale for each day on which the contravention continues and the person is in default;
in Scotland or Northern Ireland, to a fine not exceeding one half of level 5 on the standard scale for each day on which the contravention continues and the person is in default.
In this section—
“the application requirements” means the requirements as to the contents of applications under section 4 or 9;
If two or more persons hold a share or right jointly, each of them is treated for the purposes of this Schedule as holding that share or right.
“qualifying estate” has the meaning given by paragraph 1 of Schedule 4A to the Land Registration Act 2002;
“relevant disposition of land” has the meaning given by section 41(4);
a corporation sole;
This paragraph applies where the Chief Land Registrar is satisfied that— The Chief Land Registrar must comply with the duty to enter a restriction under paragraph 3 of Schedule 4A to the Land Registration Act 2002 (inserted by Part 1 of this Schedule) in relation to the estate as soon as reasonably practicable and in any event before the end of the transitional period. But the restriction does not take effect until the end of the transitional period.
The Land Registration etc. (Scotland) Act 2012 is amended as follows.
“the commencement date” means the day on which section 3(1) comes fully into force;
In section 21 (application for registration of deed)—
in subsection (4), after “45(5)” insert “and paragraphs 1 to 5 of schedule 1A”, and
after that subsection insert—
a corporation sole;
A legal entity other than a government or public authority is a “registrable beneficial owner” in relation to an overseas entity if it— A legal entity other than a government or public authority is also a “registrable beneficial owner” in relation to an overseas entity if it is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.
is a beneficial owner of the overseas entity (see Part 2),
is subject to its own disclosure requirements (see Part 3), and
is not exempt from being registered (see Part 4).
This paragraph specifies the circumstances in which, for the purposes of paragraph 8— V holds an interest in entity W if— Where V— V holds the interest in entity W through L and, where relevant, through each other legal entity in the chain.
An overseas entity, and every officer of the entity who is in default, commits an offence if— A person guilty of an offence under this paragraph is liable— In sub-paragraph (2)(a) “the maximum summary term for either-way offences” means— In this paragraph “exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6). Nothing in this paragraph limits the power to give a notice under section 34 at any time.
In section 27 (application for voluntary registration), after subsection (4) insert—
In section 46 (the title of which becomes “Meaning of “disposition” in certain provisions”)—
after “48” insert “and schedule 1A”, and
after “sections” insert “or that schedule”.
Where a registrable beneficial owner is an individual, the required information about the owner is— For the purposes of sub-paragraph (1)(a), “name” means a person’s first name (or other forename) and surname, except that in the case of— the title may be stated instead of the person’s first name (or other forename) and surname or in addition to either or both of them.
Where a managing officer is not an individual, the required information about the officer is— In sub-paragraph (1)(e) “public register” has the meaning given by paragraph 2(2). In sub-paragraph (1)(g), “name” has the meaning given by paragraph 3(2).
An individual is a “registrable beneficial owner” in relation to an overseas entity if the individual — An individual is also a “registrable beneficial owner” in relation to an overseas entity if the individual is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.
is a beneficial owner of the overseas entity (see Part 2), and
is not exempt from being registered (see Part 4).
In this Part of this Schedule—
“the commencement date” means the day on which section 3(1) comes fully into force;
“the commencement date” means the day on which section 3(1) comes fully into force;
“registered proprietor”, in relation to a qualifying estate, means the person entered as proprietor of the estate in the register of title kept by the Chief Land Registrar;
The italic heading before section 112 becomes “Offences”.
After section 112 insert—
In section 116(2) (orders and regulations subject to the negative procedure)—
for “sections”, in the first place it occurs, substitute “provisions”, and
after paragraph (h) insert—
After schedule 1 insert—
Section 12 has effect as if—
subsection (1) included a reference to an overseas entity being under a duty to comply with that section before delivering statements and information under section 42(1)(c)(i);
subsection (2) included a reference to obtaining information for the purposes of section 42(1)(c)(i).
The Secretary of State may by regulations make further provision in connection with— including provision modifying any provision made by or under this Part or applying any provision made by or under this Part with modifications.
the provision of information under section 42(1)(c),
the verification of that information, or
the processing of that information by the registrar,
In subsection (1) the reference to section 12 is to that section as it had effect before the amendments made by Schedule 6 to the Economic Crime and Corporate Transparency Act 2023 (duty to deliver information about changes in beneficiaries).
Regulations under this section are subject to the negative resolution procedure.
Schedule 6 (duty to deliver further information for transitional cases) imposes further duties on overseas entities to deliver information.
In this Part—
“protected residential address information”;
A reference in section 12 or 13 to a person who is a registrable beneficial owner of an overseas entity includes, in connection with the obtaining of information required by section 7(1)(b), 9(1)(c), 41(3)(b) or 42(1)(c)(i), a reference to a person who has ceased to be a registrable beneficial owner.
A reference in this Part to a trust includes arrangements, under the law of a country or territory outside the United Kingdom, that are of a similar character to a trust, and any related expressions are to be read accordingly.
The Secretary of State may by regulations make provision specifying descriptions of arrangements that are, or are not, to be treated as being of a similar character to a trust for the purposes of subsection (3).
Regulations under subsection (4) are subject to the negative resolution procedure.
The Proceeds of Crime Act 2002 is amended as follows.
Section 362A (unexplained wealth orders) is amended in accordance with subsections (3) to (7).
After subsection (2) insert—
In subsection (3), in the words before paragraph (a), after “the respondent” insert “or any responsible officer specified in the order (a “specified responsible officer”)”.
In subsection (5)—
after “requiring the respondent” insert “or any specified responsible officer”;
for “require the respondent” substitute “require them”.
In subsection (6), after “respondent” insert “or any specified responsible officer”.
After subsection (7) insert—
In section 362C (effect of unexplained wealth order in case of non-compliance)—
in subsection (1), for “the respondent fails” substitute “the respondent and the specified responsible officer (if any), between them, fail”;
in subsection (5)(a), after “a respondent” insert “or a specified responsible officer”;
in subsection (5)(b)—
omit “on the respondent”;
for “the respondent is” substitute “the respondent and the specified responsible officer (if any) are”.
In section 362D (effect of unexplained wealth order in case of compliance or purported compliance)—
in subsection (1), for “the respondent complies, or purports to comply, with the” substitute “the respondent and the specified responsible officer (if any) between them comply, or purport to comply, with all of the”;
in subsection (7)—
omit paragraph (a);
in the words after paragraph (c), for “(a) to (c)” substitute “(b) and (c)”.
In section 362G(3) (disclosure of information, copying of documents etc), after “the respondent” insert “or any specified responsible officer”.
In section 362I(3)(b) (application to vary or discharge unexplained wealth order), after “respondent” insert “or any specified responsible officer”.
The Proceeds of Crime Act 2002 is amended as follows.
Section 396A (unexplained wealth orders) is amended in accordance with subsections (3) to (7).
After subsection (2) insert—
In subsection (3), in the words before paragraph (a), after “the respondent” insert “or any responsible officer specified in the order (a “specified responsible officer”)”.
In subsection (5)—
after “requiring the respondent” insert “or any specified responsible officer”;
for “require the respondent” substitute “require them”.
In subsection (6), after “respondent” insert “or any specified responsible officer”.
After subsection (6) insert—
In section 396C (effect of unexplained wealth order in case of non-compliance)—
in subsection (1), for “the respondent fails” substitute “the respondent and the specified responsible officer (if any), between them, fail”;
in subsection (5)(a), after “a respondent” insert “or a specified responsible officer”;
in subsection (5)(b)—
omit “on the respondent”;
for “the respondent is” substitute “the respondent and the specified responsible officer (if any) are”.
In section 396D (effect of unexplained wealth order in case of compliance or purported compliance)—
in subsection (1), for “the respondent complies, or purports to comply, with the” substitute “the respondent and the specified responsible officer (if any) between them comply, or purport to comply, with all of the”;
in subsection (8)—
omit paragraph (a);
in the words after paragraph (c), for “(a) to (c)” substitute “(b) and (c)”.
In section 396G(3) (disclosure of information, copying of documents etc), after “the respondent” insert “or any specified responsible officer”.
In section 362B(3) of the Proceeds of Crime Act 2002 (income requirement for making of unexplained wealth order)—
after “suspecting” insert —;
at the end insert , or
In section 396B(3) of the Proceeds of Crime Act 2002 (income requirement for making of unexplained wealth order)—
after “suspecting” insert —;
at the end insert , or
The Proceeds of Crime Act 2002 is amended as follows.
In section 362D (effect of order: cases of compliance or purported compliance)—
in subsection (3), at the end insert “, or that period as it may be extended by virtue of section 362DA or 362DB (the “determination period”)”;
in subsection (4), for “60 day period mentioned in subsection (3)” substitute “determination period”.
After that section insert—
In section 362K(6)(a) (variation and discharge of interim freezing order), for “60 day period mentioned in section 362D(3)” substitute “determination period (see section 362D(3))”.
The Proceeds of Crime Act 2002 is amended as follows.
In section 396D (effect of order: cases of compliance or purported compliance)—
in subsection (4), at the end insert “, or that period as it may be extended by virtue of section 396DA or 396DB (the “determination period”)”;
in subsection (5), for “60 day period mentioned in subsection (3)” substitute “determination period”.
After that section insert—
In section 396K(6)(a) (variation and recall of interim freezing order), for “60 day period mentioned in section 396D(4)” substitute “determination period (see section 396D(4))”.
After section 362I of the Proceeds of Crime Act 2002 insert—
After section 362T of the Proceeds of Crime Act 2002 insert—
After section 396U of the Proceeds of Crime Act 2002 insert—
Section 146 of the Policing and Crime Act 2017 (power to impose monetary penalties for breaching financial sanctions) is amended as follows.
In subsection (1) omit paragraph (b) (together with “and” preceding it).
After subsection (1) insert—
In section 147 of the Policing and Crime Act 2017 (monetary penalties: procedural rights), omit subsection (5) (personal review by Minister).
In section 149 of the Policing and Crime Act 2017 (monetary penalties: supplementary), after subsection (2) insert—
The Sanctions and Anti-Money Laundering Act 2018 (referred to in this Chapter as the “2018 Act”) is amended as follows.
In section 1 (power to make sanctions regulations) omit subsection (4).
Omit section 2 (additional requirements for regulations for a purpose within section 1(2)).
In section 45 (revocation and amendment of regulations under section 1)—
in subsection (2)—
omit the “and” at the end of paragraph (a);
omit paragraph (b);
omit subsections (3) to (5);
in subsection (6) omit “, section 2”.
Section 11 of the 2018 Act (designation of a person by name under a designation power) is amended in accordance with subsections (2) to (6).
After subsection (1) insert—
For subsection (2) substitute—
In subsection (7), after “by name” insert “under the standard procedure”.
After subsection (7) insert—
In subsection (8)—
for “subsection (7)” substitute “subsections (7) and (7A)”;
for “which have led the Minister to make the designation” substitute —
In section 22 of the 2018 Act (power to vary or revoke designation made under regulations), in subsection (4), in paragraph (a)—
for “11(2)” substitute “11”;
omit the words in brackets.
Section 12 of the 2018 Act (designation by persons by description under a designation power) is amended in accordance with subsections (2) to (9).
After subsection (1) insert—
For subsection (2) substitute—
Omit subsection (4).
In subsection (5) omit paragraph (b) (and the “and” before it).
After subsection (5) insert—
In subsection (7), after “designated persons” insert “under the standard procedure”.
After subsection (7) insert—
In subsection (8)—
for “subsection (7)” substitute “subsections (7) and (7A)”;
for the words from “which have led” to the end substitute —
In section 22 of the 2018 Act (power to vary or revoke designation made under regulations), in subsection (4), in paragraph (b)—
for “12(2)” substitute “12”;
omit the words in brackets.
In section 14 of the 2018 Act (“specified ships”), in subsection (6), omit paragraph (b) (and the “and” before it).
Any pre-commencement regulations which authorise an appropriate Minister to designate persons by name (see section 11 of the 2018 Act) have effect, and for the purposes of anything done on or after the day on which this Act is passed are deemed to have always had effect, as if the regulations contain the provision required to be included as a result of the amendments made by section 58.
Any pre-commencement regulations which grant a power to an appropriate Minister to provide that persons of a specified description are designated persons (see section 12 of the 2018 Act) have effect, and for the purposes of anything done on or after the day on which this Act is passed are deemed to have always had effect, as if the regulations contain the provision required to be included as a result of the amendments made by section 59.
Pre-commencement regulations have effect, and for the purposes of anything done on or after the day on which this Act is passed are deemed to have always had effect, as if the regulations do not include any provision required to be included by the following provisions—
section 11(2)(b) of the 2018 Act (which is now omitted by virtue of the amendment made by section 58(3));
section 12(2) of the 2018 Act to the extent that that subsection related to provisions repealed by section 59(4) or (5);
provision repealed by section 60.
In this section, “pre-commencement regulations” means regulations under Part 1 of the 2018 Act made before the day on which this Act is passed.
Omit the following provisions of the 2018 Act—
section 24 (periodic review of certain designations);
section 28 (periodic review where ships are specified);
section 30 (review of regulations under section 1).
In section 33 of the 2018 Act (procedure for requests to, and reviews by, appropriate Minister)—
in the heading, omit “, and reviews by,”;
in subsection (1) omit “or a review under section 24, 28 or 30”.
In section 45 of the 2018 Act (revocation and amendment of regulations under section 1), in subsection (6) omit “and section 30”.
Omit the following provisions of the 2018 Act—
section 18 (report in respect of offences in regulations);
section 32 (periodic reports on exercise of power to make regulations under section 1);
section 46 (report where regulations for a purpose within section 1(2) are amended).
In section 57 of the 2018 Act (duties to lay certain reports before Parliament: further provision)—
omit subsections (1) and (2);
in subsection (3), for “a reporting provision” substitute “paragraph 21(2) of Schedule 2 (duty to lay report)”;
in subsection (4), for “a reporting provision” substitute “paragraph 21(2) of Schedule 2”;
in subsection (5), for “the reporting provision in question” substitute “paragraph 21(2) of Schedule 2”.
In section 39 of the 2018 Act (court reviews: further provision)—
in subsection (2) omit paragraph (a) (and the “or” after it);
after subsection (2) insert—
In section 55 (regulations: procedure), in subsection (5), after paragraph (a) insert—.
The amendments made by this section apply in relation to proceedings to which section 39(2) of the 2018 Act applies that are commenced on or after 4 March 2022.
In section 16 of the 2018 Act (sanctions regulations: information), in subsection (1)(a) after “requiring” insert “or authorising”.
An appropriate Minister (within the meaning of the 2018 Act) may by regulations make provision that the Minister considers to be consequential on this Chapter amending—
Part 1 or 3 of the 2018 Act, or
regulations made under Part 1 of that Act.
A statutory instrument containing (whether alone or with other provision) regulations under this section that amend or repeal any provision of Part 1 or 3 of the 2018 Act is subject to the affirmative resolution procedure.
Any other statutory instrument containing regulations under this section is subject to the negative resolution procedure.
A power to make regulations under this Act is exercisable by statutory instrument.
Regulations under this Act may make different provision for different purposes.
Regulations under this Act may—
include supplementary, incidental and consequential provision;
make transitional provision and savings.
Where regulations under this Act are subject to “the affirmative resolution procedure”, the regulations may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of each House of Parliament.
Where regulations under this Act are subject to “the negative resolution procedure”, the statutory instrument containing the regulations is subject to annulment in pursuance of a resolution of either House of Parliament.
Any provision that may be made by regulations under this Act subject to the negative resolution procedure may be made by regulations subject to the affirmative resolution procedure.
This section does not apply to regulations under section 69.
Except as mentioned in subsections (2) to (4), this Act extends to—
England and Wales,
Scotland, and
Northern Ireland.
In Part 1—
section 33(1) and Schedule 3 extend to England and Wales only;
section 33(2) and Parts 1 and 2 of Schedule 4 extend to Scotland only;
section 33(3) to (7) and Schedule 5 extend to Northern Ireland only.
In Part 2, section 51 extends to England and Wales only.
The amendments made by the rest of Part 2 and by Part 3 have the same extent as the provisions amended.
Parts 1 and 2 come into force on such day as the Secretary of State may by regulations appoint.
Chapter 1 of Part 3 comes into force on such day as the Treasury may by regulations appoint.
Chapter 2 of Part 3 and this Part come into force on the day on which this Act is passed.
The Secretary of State may by regulations make transitional or saving provision in connection with the coming into force of any provision of Parts 1 and 2 or this Part.
The Secretary of State or the Treasury may by regulations make transitional or saving provision in connection with the coming into force of any provision of Part 3.
Regulations under this section may make different provision for different purposes.
A power to make regulations under this section is exercisable by statutory instrument.
This Act may be cited as the Economic Crime (Transparency and Enforcement) Act 2022.
Sections 4, 7 and 9
This Schedule sets out the required information for the purposes of sections 4, 7 and 9.
The required information about an overseas entity is— In sub-paragraph (1)(g) “public register” means a register kept by a government or public authority in the country in which the overseas entity was incorporated or formed. In sub-paragraph (1)(h)— In sub-paragraph (1)(i)— In sub-paragraph (1)(j)—
“protected trusts information”.
Where a registrable beneficial owner is a government or public authority, the required information about the owner is—
name;
principal office;
a service address;
its legal form and the law by which it is governed;
the date on which the entity became a registrable beneficial owner in relation to the overseas entity;
whether the government or public authority is a registrable beneficial owner by virtue of paragraph 4(1) of Schedule 2 or paragraph 4(2) of that Schedule;
whether the entity is a designated person (within the meaning of section 9(2) of the Sanctions and Anti-Money Laundering Act 2018), where that information is publicly available.
if the government or public authority is a registrable beneficial owner by virtue of paragraph 4(1) of Schedule 2, a statement as to which of the conditions in paragraph 6 of that Schedule is met and why;
if the government or public authority is a registrable beneficial owner by virtue of paragraph 4(2) of Schedule 2, a statement as to which of the conditions in paragraph 6A of that Schedule is met and why;
This Part defines “registrable beneficial owner” for the purposes of this Part of this Act. A registrable beneficial owner may be—
A government or public authority is a “registrable beneficial owner” in relation to an overseas entity in all cases where it is a beneficial owner of the entity by virtue of paragraph 6. A government or public authority is also a “registrable beneficial owner” in relation to an overseas entity if it is treated as a beneficial owner of the overseas entity by virtue of paragraph 6A.
This Part sets out further rules for the interpretation of this Schedule.
A person holds a share “indirectly” if the person has a majority stake in a legal entity and that entity— A person holds a right “indirectly” if the person has a majority stake in a legal entity and that entity— For these purposes, A has a “majority stake” in B if— In the application of this paragraph to the right to appoint or remove a majority of the board of directors, a legal entity is to be treated as having the right to appoint a director if—
holds the share in question, or
is part of a chain of legal entities—
each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and
the last of which holds the share.
Rights that are exercisable only in certain circumstances are to be taken into account only— But rights that are exercisable by an administrator or by creditors while a legal entity is in relevant insolvency proceedings are not to be taken into account even while the entity is in those proceedings. “Relevant insolvency proceedings” means— Rights that are normally exercisable but are temporarily incapable of exercise are to continue to be taken into account.
In this Schedule “director” includes any person occupying the position of director, by whatever name called.
“the court” has the same meaning as in the Companies Acts (see section 1156 of the Companies Act 2006);
Where the registrable beneficial owner is a legal entity other than a government or public authority, the required information about the owner is— In sub-paragraph (1)(e) “public register” has the meaning given by paragraph 2(2).
This paragraph applies where— An overseas entity, and every officer of the entity who is in default, commits an offence if— A person guilty of an offence under this paragraph is liable— Nothing in this paragraph limits the power to give a notice under section 34 at any time.
“protected date of birth information”;
Where a managing officer is an individual, the required information about the officer is— This sub-paragraph applies in the following cases— In sub-paragraph (1)(a) and (g), “name” has the meaning given by paragraph 3(2). For the purposes of sub-paragraph (1)(b), “former name” means a name by which the individual was formerly known for business purposes. Where a person is or was formerly known by more than one such name, each of them must be stated.
The Secretary of State may by regulations make provision requiring the registrar, on application—
not to make available for public inspection any information on the register relating to an individual;
to refrain from disclosing information on the register relating to an individual except in specified circumstances;
not to make available for public inspection any address on the register that is not information to which paragraph (a) applies;
to refrain from disclosing any such address except in specified circumstances.
The regulations may make provision as to—
who may make an application;
the grounds on which an application may be made;
the information to be included in and documents to accompany an application;
the notice to be given of an application and of its outcome;
how an application is to be determined;
the duration of, and procedures for revoking, any restrictions on the making of information available for public inspection or its disclosure.
Provision under subsection (2)(e) or (2)(f) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application or revoking the restrictions.
Regulations under subsection (1)(a) or (1)(c) may provide that information is not to be made unavailable for public inspection unless the person to whom it relates provides such alternative information as may be specified.
The circumstances that may be specified under subsection (1)(b) or (d) by way of an exception to a restriction on disclosure include circumstances where the court has made an order, in accordance with the regulations, authorising disclosure.
Regulations under subsection (1)(b) or (d) may not require the registrar to refrain from disclosing information under section 1110F of the Companies Act 2006 (general powers of disclosure by the registrar).
Regulations under this section may impose a duty on the registrar to publish, in relation to such periods as may be specified—
details of how many applications have been made under the regulations and how many of them have been allowed, and
such other details in connection with applications under the regulations as may be specified in the regulations.
Regulations under this section may in particular confer a discretion on the registrar.
Regulations under this section are subject to affirmative resolution procedure.
The required information about a trust is— In sub-paragraph (1)(d) to (f) “the specified details”— In sub-paragraph (1)(c) sub-paragraphs (1)(c) and (1A)(a), “name”, in relation to an individual, has the meaning given by paragraph 3(2). In sub-paragraph (1)(f), “interested person”, in relation to a trust, means any person who, under the terms of the trust, has rights in respect of—
The Secretary of State may by regulations make further provision about the information required by paragraphs 2 to 8. Regulations under this paragraph are subject to the negative resolution procedure.
The Secretary of State may by regulations amend this Schedule so as to add to or remove from any list of information in this Schedule. Regulations under this paragraph are subject to the affirmative resolution procedure.
Section 4
“the update requirements” means the requirements as to the material that must be delivered to the registrar under section 7.
This Part defines “beneficial owner” for the purposes of this Part of this Act.
A reference to the voting rights in a legal entity is to the rights conferred on shareholders in respect of their shares (or, in the case of an entity not having a share capital, on members) to vote at general meetings of the entity on all or substantially all matters. In relation to a legal entity that does not have general meetings at which matters are decided by the exercise of voting rights—
A share held by a person as nominee for another is to be treated for the purposes of this Schedule as held by the other (and not by the nominee).
Rights attached to shares held by way of security provided by a person are to be treated for the purposes of this Schedule as held by that person—
where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with that person’s instructions, and
where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in that person’s interests.
Section 4A of the Conveyancing (Scotland) Act 1924 (completion of title by registration of notice of title in Land Register of Scotland) is amended as follows. The existing text becomes subsection (1). After that subsection insert—
This paragraph applies where— During any part of the transitional period in which the paragraph of sub-paragraph (1) that applied in relation to the overseas entity during the pre-commencement period continues to apply in relation to the overseas entity, the Land Registration etc. (Scotland) Act 2012 (asp 5) (“the 2012 Act”) applies subject to the following modifications. Section 112A of the 2012 Act does not apply in relation to the entity or an officer of the entity as regards the plot of land or, as the case may be, lease. Paragraphs 2 and 4 of schedule 1A to the 2012 Act do not apply in relation to the entity as regards the plot of land or, as the case may be, lease.
In applying this Schedule, the voting rights in a legal entity are to be reduced by any rights held by the entity itself.
A person (“X”) is to be treated as a beneficial owner of an overseas entity (“Y”) if one or more of the following conditions are met. Y holds land in England or Wales as nominee for X Condition 1 is that Y— is registered in the register of title kept under the Land Registration Act 2002 as the proprietor of a qualifying estate within the meaning of Schedule 4A to that Act, became so registered in pursuance of an application made on or after 1 January 1999, and holds the qualifying estate as nominee for— X, or an entity of which X is a beneficial owner by virtue of paragraph 6. Y holds land in Scotland as nominee for X Condition 2 is that— Y— holds an interest in land by virtue of being entered, on or after 8 December 2014, as proprietor in the proprietorship section of the title sheet for a plot of land that is registered in the Land Register of Scotland, is, in relation to a lease that was recorded in the General Register of Sasines or registered in the Land Register of Scotland before that date, by virtue of an assignation of the lease registered in the Land Register of Scotland on or after that date, the tenant under the lease, or is the tenant under a lease that was registered in the Land Register of Scotland on or after that date, and Y holds the interest in land referred to in paragraph (a)(i), (ii) or (iii) as nominee for— X, or an entity of which X is a beneficial owner by virtue of paragraph 6. Y holds land in Northern Ireland as nominee for X Condition 3 is that Y— is registered in the register kept under the and Registration Act (Northern Ireland) 1970 (c. 18 (N.I.)) as the owner of a qualifying estate within the meaning of Schedule 8A to that Act, became so registered on or after the day on which that Schedule came into force, and holds the qualifying estate as nominee for— X, or an entity of which X is a beneficial owner by virtue of paragraph 6.
For the purposes of this Schedule a legal entity is “subject to its own disclosure requirements” if— Regulations under sub-paragraph (1)(f) are subject to the affirmative resolution procedure.
“exempt overseas entity” means an overseas entity of a description specified in regulations under section 34(6);
For the purposes of paragraphs 2(1)(b) and 3(1)(c) a person who is a beneficial owner of an overseas entity is “exempt from being registered” if—
the person does not hold any interest in the overseas entity other than through one or more legal entities (see paragraph 9),
the person is a beneficial owner of every legal entity through which the person holds such an interest (see paragraph 9),
as respects any shares or right in the overseas entity which the person holds indirectly as described in paragraph 9(3)(b)(i), the legal entity through which the shares or right are held is a beneficial owner of the overseas entity and is subject to its own disclosure requirements, and
the person is not a beneficial owner of the overseas entity by virtue of being a trustee,
as respects any shares or right in the overseas entity which the person holds indirectly as described in paragraph 9(3)(b)(ii), at least one of the legal entities in the chain is a beneficial owner of the overseas entity and is subject to its own disclosure requirements.
In relation to a legal entity that has a share capital, a reference to holding “more than 25% of the shares” in that entity is a reference to holding shares comprised in the issued share capital of that entity of a nominal value exceeding (in aggregate) 25% of that share capital. In relation to a legal entity that does not have a share capital—
“protected residential address information” means information as to the usual residential address of an individual who is a registrable beneficial owner or managing officer of an overseas entity;
If shares or rights held by a person and shares or rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined shares or rights of both of them. A “joint arrangement” is an arrangement between the holders of shares (or rights) that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement. “Arrangement” includes— But something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, or the time it has been in existence, or otherwise).
Before making an application for registration under section 4(1) an overseas entity must take reasonable steps to obtain all of the information that it is required to deliver to the registrar under that section if it is able to obtain it.
Before complying with the updating duty under section 7 an overseas entity must take reasonable steps to obtain all of the information that it is required to deliver to the registrar under that section if it is able to obtain it.
Before making an application for removal under section 9 an overseas entity must take reasonable steps to obtain all of the information that it is required to include in the application if it is able to obtain it.
The steps that an overseas entity must take by virtue of subsection (1), (2) or (3) include giving a notice to any person that it knows, or has reasonable cause to believe, is a registrable beneficial owner in relation to the entity, requiring the person—
to state whether or not they are such a person, and
if they are, to provide or confirm information of the kind mentioned in subsection (1), (2) or (3) so far as relating to the person, or a trust of which they are or were a trustee.
The steps that an overseas entity must take by virtue of subsection (2) or (3) also include giving a notice to any person that it knows, or has reasonable cause to believe, has ceased to be a registrable beneficial owner in relation to the entity during the update period (within the meaning of section 7) or relevant period (within the meaning of section 9), requiring the person—
to state whether or not they are such a person, and
if they are, to provide or confirm information of the kind mentioned in subsection (2) or (3) so far as relating to the person, or a trust of which they are or were a trustee.
A notice under subsection (4) or (5) must require the person to whom it is given to comply with the notice within the period of one month beginning with the day on which it is given.
A person given a notice under subsection (4) or (5) is not required by that notice to disclose any information in respect of which a claim to legal professional privilege or, in Scotland, confidentiality of communications, could be maintained in legal proceedings.
The Secretary of State may by regulations amend this Schedule for a permitted purpose. The permitted purposes are— Regulations under this paragraph are subject to the affirmative resolution procedure.
The Secretary of State may by regulations amend this Schedule so as to expand the description of persons who are registrable beneficial owners of an overseas entity in circumstances where the overseas entity is part of a chain of entities that includes a trustee. For these purposes an overseas entity is part of a chain of entities that includes a trustee if there is a legal entity which is a beneficial owner of it by virtue of being a trustee. Regulations under this paragraph are subject to the affirmative resolution procedure.
Section 33(1)
The Land Registration Act 2002 is amended as follows.
After section 85 insert—
After Schedule 4 insert—
In section 128 (regulations), in subsection (4)—
omit the “or” at the end of paragraph (b);
at the end of paragraph (d) insert , or
Section 33(2)
The Secretary of State may by regulations make further or alternative provision for the purpose of requiring or encouraging an overseas entity that owns or holds a right or interest in or over land in Scotland, or enters into land transactions in Scotland, to register as an overseas entity. No regulations may be made under this paragraph after the end of the transitional period (within the meaning given by section 41(10)). Regulations under this paragraph may amend, repeal or revoke provision made by this Schedule, or any provision made by or under any other Act or Act of the Scottish Parliament, made— The provision which may be made by regulations under this paragraph by virtue of section 67(3) includes (in addition to provision of the kind mentioned in sub-paragraph (3)) provision amending any other provision of this Part of this Act. The Secretary of State must consult the Scottish Ministers before making regulations under this paragraph that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament. Regulations under this paragraph are subject to the affirmative resolution procedure.
Section 33(3)
The Land Registration Act (Northern Ireland) 1970 is amended as follows.
After section 61 insert—
After Schedule 8 insert—
This Schedule applies in relation to an overseas entity if— For the purposes of sub-paragraph (1)— Expressions used in sub-paragraph (2)(b) are to be construed in accordance with section 9(11) and (12). In this Schedule “the relevant period” means the period—
The overseas entity must deliver to the registrar— If an overseas entity is registered as an overseas entity when this Schedule comes into force it must deliver the statements and information required by this Schedule— If an overseas entity is not registered as an overseas entity when this Schedule comes into force it must deliver the statements and information required by this Schedule within the period of 3 months beginning when it comes into force.
The overseas entity must deliver to the registrar the statement in row 1 of the following table or the statement and information listed in row 2. Statement Information 1 A statement that the entity has noreasonable cause to believe that anyone became or ceased to be a registrable beneficial owner during the relevant period. 2 A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a registrable beneficial owner during the relevant period. The required information about each person who became or ceased to be a registrable beneficial owner during the relevant period, or so much of that information as the entity has been able to obtain. The date on which each of them became or ceased to be a registrable beneficial owner, if the entity has been able to obtain that information. Where the information provided under sub-paragraph (1) includes information that the person who became or ceased to be a registrable beneficial owner was a registrable beneficial owner by virtue of being a trustee (see paragraphs 3(1)(f) and 5(1)(h) of Schedule 1), the overseas entity must also deliver to the registrar— Statements required by this paragraph to be delivered to the registrar must relate to the time when they are delivered. Information required by this paragraph to be delivered to the registrar as a result of a person having become or ceased to be a registrable beneficial owner must relate to the state of affairs when the person became or ceased be a registrable beneficial owner. For the required information, see Schedule 1.
The overseas entity must deliver to the registrar— Where a statement is delivered under sub-paragraph (1)(b) the overseas entity must also deliver to the registrar — This is the table referred to in sub-paragraph (2)(c)— Statement Information 1 A statement that the entity has no reasonable cause to believe that anyone became or ceased to be a beneficiary under the trust during the relevant period. 2 A statement that the entity has reasonable cause to believe that at least one person became or ceased to be a beneficiary under the trust during the relevant period. The information specified in paragraph 8(1)(d) of Schedule 1 about each person who became or ceased to be a beneficiary under the trust during the relevant period, or so much of that information as the entity has been able to obtain. The date on which each of them became or ceased to be a beneficiary under the trust, if the entity has been able to obtain that information. Statements required by this paragraph to be delivered to the registrar must relate to the time when they are delivered. Information required by sub-paragraph (2)(a) to be delivered to the registrar must relate to the state of affairs at the end of the relevant period. Information required by sub-paragraph (2)(c) to be delivered to the registrar as a result of a person having become or ceased to be a beneficiary under a trust must relate to the state of affairs when the person became or ceased be a beneficiary. For the required information, see Schedule 1.
The overseas entity must deliver to the registrar— Where a statement is delivered under sub-paragraph (1)(b) the overseas entity must deliver to the registrar— Statements required by this paragraph to be delivered to the registrar must relate to the time when they are delivered. Information required by sub-paragraph (2)(a) to be delivered to the registrar must relate to the state of affairs— For the required information, see Schedule 1.
A requirement imposed by paragraphs 2 to 5 to provide information may be met (in whole or in part) by confirming information previously provided.
Section 8 (offence of failure to comply with updating duty) applies in relation to a failure to comply with a duty imposed by paragraphs 2 to 5 of this Schedule as it applies in relation to a failure to comply with section 7.
An overseas entity must comply with this paragraph before complying with the requirements imposed by paragraphs 2 to 5. The entity must take reasonable steps— The entity must take reasonable steps— The entity must take reasonable steps— The steps that an overseas entity must take by virtue of this paragraph include giving an information notice under this paragraph to any person that it knows, or has reasonable cause to believe, falls within sub-paragraph (2)(a), (3)(a) or (4)(a). An information notice under this paragraph is a notice requiring the recipient to provide the information mentioned in sub-paragraph (2)(b), (3)(b) or (4)(b). Sections 15 to 15B (offences) apply in relation to information notices under this paragraph as they apply in relation to information notices under section 12.
The Secretary of State may by regulations provide that, for the purposes of any provision of this Schedule specified in the regulations, a person of a description so specified is not to be treated as a registrable beneficial owner of an overseas entity. No regulations may be made under sub-paragraph (1) after the end of the period of two years beginning with the day on which the Economic Crime and Corporate Transparency Act 2023 is passed. The Secretary of State must consult the Scottish Ministers before making regulations under sub-paragraph (1) that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament. Regulations under sub-paragraph (1) are subject to the negative resolution procedure.