Economic Crime (Transparency and Enforcement) Act 2022
| Year | 2022 |
Economic Crime (Transparency and Enforcement) Act 2022
2022 Chapter 10
An Act to set up a register of overseas entities and their beneficial owners and require overseas entities who own land to register in certain circumstances; to make provision about unexplained wealth orders; and to make provision about sanctions.
[15 March 2022]
Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
PART 1
Registration of overseas entities
Introduction
1 Overview
This Part—
(a) sets up a register of overseas entities, which will include information about their beneficial owners (sections 3 to 32), and
(b) makes provision that, broadly speaking, is designed to compel overseas entities to register if they own land (sections 33 and 34).
2 Definition of “overseas entity” etc
(1) In this Part “” means a legal entity that is governed by the law of a country or territory outside the United Kingdom.
(2) In this Part “” 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 register and registration
3 Register of overseas entities
(1) The registrar of companies for England and Wales (“”) must keep a register of overseas entities in accordance with this Part.
(2) The register is to consist of—
(a)
(a) a list of registered overseas entities,
(b)
(b) documents delivered to the registrar under this Part or regulations made under it, or otherwise in connection with the register, and
(c)
(c) any other information required to be included in the register by this Part or regulations made under it.
(3) The list of registered overseas entities must contain the name of each overseas entity that—
(a)
(a) has made an application for registration in accordance with the requirements of this Part (see section 4), and
(b)
(b) has not been removed from the list under section 10.
4 Application for registration
(1) An application by an overseas entity for registration must be delivered to the registrar and contain—
(a)
(a) 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),
(b)
(b) a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
(c)
(c) anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
(d)
(d) the name and contact details of an individual who may be contacted about the application.
(2) This is the table—
Statement |
Information |
|
1 |
A statement:
|
|
2 |
A statement that the entity has no reasonable cause to believe that it has any registrable beneficial owners. |
|
3 |
A statement:
|
|
(3) 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—
(a)
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b)
(b) 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.
(4) For the required information, see Schedule 1.
(5) For the meaning of “registrable beneficial owner”, see Schedule 2.
(6) The Secretary of State may by regulations specify additional statements or information that must be included in an application under this section.
(7) Regulations under subsection (6) are subject to the negative resolution procedure.
5 Registration and allocation of overseas entity ID
(1) On the registration of an overseas entity under this Part, the registrar must—
(a)
(a) record the date of registration in the register,
(b)
(b) allocate an overseas entity ID to the entity, and
(c)
(c) record the overseas entity ID in the register.
(2) Overseas entity IDs are to be in such form, consisting of one or more sequences of figures or letters, as the registrar may determine.
(3) The registrar may adopt a new form of overseas entity ID and make such changes to existing overseas entity IDs as appear necessary.
(4) 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.
6 Notice of registration
(1) On the registration of an overseas entity under this Part, the registrar must notify the overseas entity that it has been registered.
(2) The notice must state—
(a)
(a) the date of registration, and
(b)
(b) the overseas entity ID allocated to the entity.
(3) The notice must also contain information about—
(a)
(a) the updating duty under section 7 and the consequences of failing to comply with it;
(b)
(b) applying under section 9 for removal from the list of registered overseas entities.
Updating
7 Updating duty
(1) A registered overseas entity must, within the period of 14 days after each update period, deliver to the registrar—
(a)
(a) 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 in subsection (3),
(b)
(b) 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 in subsection (4),
(c)
(c) a statement that the entity has complied with section 12 (duty to take steps to identify registrable beneficial owners etc),
(d)
(d) anything required by regulations under section 16 (verification of registrable beneficial owners and managing officers) to be delivered to the registrar, and
(e)
(e) the name and contact details of an individual who may be contacted about the statements and information.
(2) 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. |
|
(3) 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—
(a)
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b)
(b) 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.
(4) 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—
(a)
(a) the required information about the trust or so much of that information as the overseas entity has been able to obtain, and
(b)
(b) 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.
(5) For the required information, see Schedule 1.
(6) 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.
(7) 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.
(8) A requirement in subsection (1) to provide information may be met (in whole or in part) by confirming information previously provided.
(9) For the purposes of this section, each of the following is an update period—
(a)
(a) the period of 12 months beginning with the date...
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