Economic Crime and Corporate Transparency Act 2023

Pt.1

Companies etc

Pt.1(crossheading)(the)(registrar)(of)(companies)

The registrar of companies

s.1

The registrar’s objectives

s.1(1)

The Companies Act 2006 is amended as follows.

s.1(2)

In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

s.1(3)

After section 1081 insert—

Pt.1(crossheading)(company)(formation)

Company formation

s.2

Statement as to lawful purposes

In section 9 of the Companies Act 2006 (registration documents), in subsection (2)—

s.2(a)

omit the “and” at the end of paragraph (c);

s.2(b)

at the end of paragraph (d) insert

s.3

Information about subscribers

s.3(1)

The Companies Act 2006 is amended as follows.

s.3(2)

In section 9 (registration documents)—

s.3(2)(a)

after subsection (3) insert—

s.3(2)(b)

after subsection (6) insert—

s.3(3)

After section 9 insert—

s.3(4)

In section 10 (statement of capital and initial shareholdings), omit subsection (3).

s.3(5)

In section 11 (statement of guarantee), omit subsection (2).

s.4

Proposed officers: identity verification

s.4(1)

Section 12 of the Companies Act 2006 (statement of proposed officers) is amended as follows.

s.4(2)

After subsection (2) insert—

s.4(3)

The provision that may be made under section 220(1) in connection with the coming into force of this section includes—

s.4(3)(a)

provision requiring a company incorporated in pursuance of an application delivered before the coming into force of this section to deliver to the registrar, at the same time as a confirmation statement, a statement, in respect of any individual who became a director of the company on its incorporation, confirming that the individual’s identity is verified (within the meaning of section 1110A of the Companies Act 2006), and

s.4(3)(b)

provision for section 853A(1)(b)(i) of the Companies Act 2006 (as substituted by section 59 of this Act) to have effect as if it included a reference to any duty imposed by virtue of paragraph (a).

s.4(4)

In subsection (3)—

s.5

Proposed officers: disqualification

s.5(1)

The Companies Act 2006 is amended as follows

s.5(2)

In section 12 (statement of proposed officers), at the end insert—

s.5(3)

In section 16 (effect of registration), in subsection (6), at the end insert “unless ineligible for appointment to that office by virtue of any enactment”.

s.6

Persons with initial significant control: disqualification

s.6(1)

Section 12A of the Companies Act 2006 (statement of initial significant control) is amended as follows.

s.6(2)

After subsection (1) insert—

s.6(3)

For subsection (4) substitute—

s.7

Persons with initial significant control: identity verification

After section 12A of the Companies Act 2006 insert—

Pt.1(crossheading)(company)(names)

Company names

s.8

Names for criminal purposes

s.8(1)

The Companies Act 2006 is amended as follows.

s.8(2)

After section 53 insert—

s.8(3)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (a) insert—

s.9

Names suggesting connection with foreign governments etc

s.9(1)

The Companies Act 2006 is amended as follows.

s.9(2)

After section 56 insert—

s.9(3)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (b) insert—

s.10

Names containing computer code

s.10(1)

The Companies Act 2006 is amended as follows.

s.10(2)

After section 57 insert—

s.10(3)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (ba) insert—

s.11

Prohibition on re-registering name following direction

s.11(1)

The Companies Act 2006 is amended as follows.

s.11(2)

After section 57A (inserted by section 10 of this Act) insert—

s.11(3)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (bb) (inserted by section 10 of this Act) insert—

s.12

Prohibition on using name that another company has been directed to change

s.12(1)

The Companies Act 2006 is amended as follows.

s.12(2)

After section 57B (inserted by section 11 of this Act) insert—

s.12(3)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (bc) (inserted by section 11 of this Act) insert—

s.13

Directions to change name: period for compliance

s.13(1)

The Companies Act 2006 is amended as follows

s.13(2)

In section 64 (power to direct change of name in case of company ceasing to be entitled to exemption), after subsection (2) insert—

s.13(3)

In section 68 (direction to change name in case of similarity to existing name: supplementary provisions), after subsection (2) insert—

s.13(4)

In section 75 (provision of misleading information etc), after subsection (2) insert—

s.13(5)

In section 76 (misleading indication of activities)—

s.13(5)(a)

for subsections (2) and (3) substitute—

s.13(5)(b)

for subsection (4) substitute—

s.13(5)(c)

after subsection (5) insert—

s.13(5)(d)

in subsection (6), for “this section” substitute “subsection (1)”.

s.14

Requirements to change name: removal of old name from public inspection

s.14(1)

The Companies Act 2006 is amended as follows.

s.14(2)

In section 64 (company ceasing to be entitled to exemption in relation to use of “limited” etc), after subsection (6) insert—

s.14(3)

In section 67 (power to direct change of name in case of similarity to existing name), after subsection (1) insert—

s.14(4)

In section 73 (order requiring name to be changed), after subsection (6) insert—

s.14(5)

In section 75 (provision of misleading information), after subsection (4) insert—

s.14(6)

In section 76 (misleading indication of activities), after subsection (5A) (inserted by section 13 of this Act) insert—

s.15

Objections to company’s registered name

s.15(1)

Section 69 of the Companies Act 2006 (objection to company’s registered name) is amended as follows.

s.15(2)

In subsection (1)(b)—

s.15(2)(a)

after “in the United Kingdom” insert “or elsewhere”;

s.15(2)(b)

after “mislead” insert “members of the public in the United Kingdom or elsewhere”.

s.15(3)

In subsection (3), for the second sentence substitute “Any of the following may be joined as respondents—

s.15(3)(a)

any member or person who was a member at the time at which the name was registered;

s.15(3)(b)

any director or person who was a director at the time at which the name was registered.”

s.15(4)

In subsection (4), omit paragraph (b) (and the “or” at the end of that paragraph).

s.15(5)

In subsection (5), omit “, (b)”.

s.16

Misleading indication of activities

In section 76 of the Companies Act 2006 (misleading indication of activities), in subsection (1), for “be likely to cause harm to the public” substitute “pose a risk of harm to the public in the United Kingdom or elsewhere”.

s.17

Direction to change name used for criminal purposes

s.17(1)

The Companies Act 2006 is amended as follows.

s.17(2)

Before section 75 insert—

s.17(3)

Before section 76 insert—

s.17(4)

After section 76 insert—

s.17(5)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (f) insert—

s.18

Direction to change name wrongly registered

s.18(1)

The Companies Act 2006 is amended as follows.

s.18(2)

After section 76A (inserted by section 17 of this Act) insert—

s.18(3)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (g) (inserted by section 17 of this Act) insert—

s.19

Registrar’s power to change names containing computer code

s.19(1)

The Companies Act 2006 is amended as follows

s.19(2)

In the heading of Chapter 4 of Part 5, after “Secretary of State” insert “and the registrar”.

s.19(3)

After section 76B (inserted by section 18 of this Act) insert—

s.19(4)

In section 1081 (annotation of the register), in subsection (6), after “subsection (2)” insert “or of any other enactment”.

s.20

Registrar’s power to change company’s name for breach of direction

After section 76C of the Companies Act 2006 (inserted by section 19 of this Act) insert—

s.21

Sections 19 and 20: consequential amendments

s.21(1)

In section 80 (change of name: registration and issue of new certificate of incorporation), for subsections (1) and (2) substitute—

s.21(2)

In section 1047 (registered name of overseas company), in subsection (4), after paragraph (h) (inserted by section 18 of this Act) insert—

s.22

Company names: exceptions based on national security etc

After section 76D of the Companies Act 2006 (inserted by section 20 of this Act) insert—

Pt.1(crossheading)(business)(names)

Business names

s.23

Use of name suggesting connection with foreign governments etc

In the Companies Act 2006, after section 1196 insert—

s.24

Use of name giving misleading indication of activities

In section 1198 of the Companies Act 2006 (misleading indication of activities), in subsection (1), for “be likely to cause harm to the public” substitute “pose a risk of harm to the public in the United Kingdom or elsewhere”.

s.25

Use of name that a company has been required to change

s.25(1)

The Companies Act 2006 is amended as follows.

s.25(2)

In section 1192 (application of this Chapter), at the beginning of subsection (1) insert “Subject to any express provision to the contrary,”.

s.25(3)

After section 1198 insert—

s.26

Use of name that another company has been required to change

After section 1198A of the Companies Act 2006 (inserted by section 25 of this Act) insert—

s.27

Use of names: exceptions based on national security etc

After section 1199 of the Companies Act 2006 insert—

Pt.1(crossheading)(registered)(offices)

Registered offices

s.28

Registered office: appropriate address

s.28(1)

The Companies Act 2006 is amended as follows.

s.28(2)

In section 9 (registration documents), in subsection (5)(a), at the end insert “, which must be an appropriate address within the meaning given by section 86(2)”.

s.28(3)

For section 86 substitute—

s.28(4)

In section 87 (change of address of registered office), after subsection (1) insert—

s.28(5)

In section 853B (duties to notify a relevant event), omit paragraph (a).

s.28(6)

After section 853C insert—

Pt.1(crossheading)(registered)(email)(addresses)

Registered email addresses

s.29

Registered email addresses etc

s.29(1)

The Companies Act 2006 is amended as follows.

s.29(2)

In section 9 (registration documents), in subsection (5), after paragraph (a) insert—

s.29(3)

In section 16 (effect of registration), in subsection (4), after “status” insert “, registered email address”.

s.29(4)

In the heading to Part 6 (a company’s registered office), after “registered office” insert “and email address”.

s.29(5)

After section 88 insert—

s.29(6)

After section 853CA (inserted by section 28 of this Act) insert—

s.29(7)

In section 1087 (material not available for public inspection), in subsection (1), before paragraph (a) insert—

s.29(8)

In section 1115 (supplementary provisions relating to electronic communications), omit subsection (1).

s.29(9)

In Schedule 4 (documents and information sent or supplied to a company)—

s.29(9)(a)

after Part 2 insert—

s.29(9)(b)

in the heading of Part 3, at the end insert “in other cases”;

s.29(9)(c)

in paragraph 5, after “company” insert “by a person other than the registrar or the Secretary of State”.

s.30

Registered email addresses: transitional provision

s.30(1)

This section applies in relation to a company registered under the Companies Act 2006 in pursuance of an application for registration delivered to the registrar before section 29(2) comes fully into force.

s.30(2)

On the first occasion on which the company delivers a confirmation statement with a confirmation date that is after the day on which section 29(2) comes fully into force—

s.30(2)(a)

it must, at the same time, deliver to the registrar a statement specifying its registered email address for the purposes of section 88A of that Act (inserted by section 29 of this Act);

s.30(2)(b)

section 853CB of that Act (inserted by section 29 of this Act) does not apply.

s.30(3)

Section 853A(1)(b)(ii) of the Companies Act 2006 (as substituted by section 59 of this Act) has effect as if it included a reference to the duty imposed by subsection (2) (and section 853L of that Act applies accordingly).

s.30(4)

Section 88A of the Companies Act 2006 (inserted by section 29 of this Act) does not apply in relation to the company until it has delivered the confirmation statement mentioned in subsection (2) or, if it does not deliver the statement on time, the latest time by which it was required to do so.

s.30(5)

In this section—

Pt.1(crossheading)(disqualification)(in)(relation)(to)(companies)

Disqualification in relation to companies

s.31

Disqualification for persistent breaches of companies legislation: GB

s.31(1)

Section 3 of the Company Directors Disqualification Act 1986 (disqualification for persistent breaches of companies legislation) is amended as follows.

s.31(2)

In subsection (1), for the words from “provisions of the companies legislation” to the end substitute “relevant provisions of the companies legislation (see subsection (3B))”.

s.31(3)

In subsection (2), for “such provisions as are mentioned above” substitute “relevant provisions of the companies legislation”.

s.31(4)

In subsection (3)—

s.31(4)(a)

for “provision of that legislation” substitute “such provision”;

s.31(4)(b)

after paragraph (a) (but before the “or” at the end of that paragraph) insert—

s.31(5)

After subsection (3A) insert—

s.31(6)

For subsection (4A) substitute—

s.32

Disqualification for persistent breaches of companies legislation: NI

s.32(1)

The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.

s.32(2)

In Article 6 (disqualification for persistent breaches of companies legislation)—

s.32(2)(a)

in paragraph (1), for the words from “provisions of the companies legislation” to the end substitute “relevant provisions of the companies legislation (see paragraph (3ZA))”;

s.32(2)(b)

in paragraph (2), for “such provisions as are mentioned in paragraph (1)” substitute “relevant provisions of the companies legislation”;

s.32(2)(c)

in paragraph (3), after sub-paragraph (a) (but before the “or” at the end of that sub-paragraph) insert—

s.32(2)(d)

after paragraph (3) insert—

s.32(2)(e)

for paragraph (3A) substitute—

s.32(3)

In Article 25A (application of Order to registered societies), in paragraph (2)(c), for “Articles 6(1) and 8(1)” substitute “Article 6(3ZA)(a)”.

s.32(4)

In Article 25B (application of Order to credit unions), in paragraph (3)(b), for “Articles 6(1) and 8(1) references” substitute “Article 6(3ZA)(a) the reference”.

s.33

Disqualification on summary conviction: GB

s.33(1)

Section 5 of the Company Directors Disqualification Act 1986 (disqualification on summary conviction) is amended as follows.

s.33(2)

In subsection (1), for the words from “provision of the companies legislation” to “the registrar of companies” substitute “of the relevant provisions of the companies legislation”.

s.33(3)

For subsection (3) substitute—

s.33(4)

In subsection (4), omit paragraph (b) and the “and” before it.

s.33(5)

For subsection (4A) substitute—

s.34

Disqualification on summary conviction: NI

s.34(1)

Article 8 of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) (disqualification on summary conviction) is amended as follows.

s.34(2)

In paragraph (1), for the words from “provision of the companies legislation” to “the registrar” substitute “of the relevant provisions of the companies legislation”.

s.34(3)

For paragraph (3) substitute—

s.34(4)

Omit paragraph (4).

s.34(5)

For paragraph (4A) substitute—

s.35

Power to impose director disqualification sanctions

s.35(1)

The Sanctions and Anti-Money Laundering Act 2018 is amended as follows.

s.35(2)

In section 1 (power to make sanctions regulations), in subsection (5), after paragraph (a) insert—

s.35(3)

After section 3 insert—

s.35(4)

In section 9 (“designated persons”)—

s.35(4)(a)

in subsection (1), for “3 and 4” substitute “3 to 4”;

s.35(4)(b)

in subsection (3), after “3,” insert “3A,”.

s.35(5)

In section 15 (exceptions and licences), after subsection (3) insert—

s.36

Disqualification of persons designated under sanctions legislation: GB

s.36(1)

The Company Directors Disqualification Act 1986 is amended as follows.

s.36(2)

After section 11 insert—

s.36(3)

In section 13 (criminal penalties), after “section 11” insert “or 11A”.

s.36(4)

In section 14 (offences by body corporate), for subsection (1) substitute—

s.36(5)

In section 15 (personal liability for company’s debts where person acts while disqualified)—

s.36(5)(a)

in subsection (1)(a), after “section 11” insert “, 11A”;

s.36(5)(b)

omit the “or” at the end of subsection (1)(a);

s.36(5)(c)

after subsection (1)(b) insert

s.36(5)(d)

in subsection (3)(b), after “(b)” insert “or (c)”;

s.36(5)(e)

after subsection (3) insert—

s.36(5)(f)

after subsection (5) insert—

s.36(6)

In section 18 (register of disqualification orders and undertakings), in subsection (2A), after paragraph (c) insert—

s.36(7)

In section 21 (interaction with Insolvency Act), in subsection (4), after “section 11” insert “, 11A”.

s.37

Section 36: application to other bodies

s.37(1)

The Company Directors Disqualification Act 1986 is amended as follows.

s.37(2)

In section 22A (application of Act to building societies), in subsection (3A)(a), for “and 7(2)(b)” substitute “, 7(2)(b) and 11A”.

s.37(3)

In section 22B (application of Act to incorporated friendly societies), in subsection (3A)(a), for “and 8ZA to 8ZE” substitute “, 8ZA to 8ZE and 11A”.

s.37(4)

In section 22C (application of Act to NHS foundation trusts), in subsection (2A)(a), for “and 7(2)(b)” substitute “, 7(2)(b) and 11A”.

s.37(5)

In section 22E (application of Act to registered societies), in subsection (4)(f), for “and 8ZA to 8ZE” substitute “, 8ZA to 8ZE and 11A”.

s.37(6)

In section 22F (application of Act to charitable incorporated organisations), in subsection (3), after paragraph (d) insert—

s.37(7)

In section 22G (application of Act to further education bodies), in subsection (3), after paragraph (c) insert—

s.37(8)

In section 22H (application of Act to protected cell companies), in subsection (4)(za), in subsection (4)(za), for “and 7(2)(b)” substitute “, 7(2)(b) and 11A”.

s.37(9)

The Secretary of State may by regulations repeal any of the previous subsections of this section before the subsection is brought into force.

s.38

Disqualification of persons designated under sanctions legislation: NI

s.38(1)

The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.

s.38(2)

After Article 15 insert—

s.38(3)

In Article 18 (criminal penalties)—

s.38(3)(a)

omit “15,”;

s.38(3)(b)

for “and” substitute “; and any person guilty of an offence under this Article or Article 15 or 15A”.

s.38(4)

In Article 19 (personal liability for company’s debts where person acts while disqualified)—

s.38(4)(a)

in paragraph (1)(a), after “Article 15” insert “, 15A”;

s.38(4)(b)

omit the “or” at the end of paragraph (1)(a);

s.38(4)(c)

after paragraph (1)(b) insert

s.38(4)(d)

in paragraph (3)(b), after “(1)(b)” insert “or (c)”;

s.38(4)(e)

after paragraph (3) insert—

s.38(4)(f)

in paragraph (5), in the closing words, after “given” insert “by”;

s.38(4)(g)

after paragraph (5) insert—

s.38(5)

In Article 22 (register of disqualification orders and undertakings), in paragraph (3), after sub-paragraph (c) insert—

s.39

Section 38: application to other bodies

s.39(1)

The Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) is amended as follows.

s.39(2)

In Article 24D (application of Order to building societies), in paragraph (3A)(a), for “and 10(2)(b) and (5A)” substitute “, 10(2)(b) and (5A) and 15A”.

s.39(3)

In Article 25 (application of Order to incorporated friendly societies), in paragraph (3A)(a), for “and 11A to 11E” substitute “, 11A to 11E and 15A”.

s.39(4)

In Article 25A (application of Order to registered societies), in paragraph (2)(g), for “and 11A to 11E” substitute “, 11A to 11E and 15A”.

s.39(5)

In Article 25B (application of Order to credit unions), in paragraph (3)(c), for “and 11A to 11E” substitute “, 11A to 11E and 15A”.

s.39(6)

In Article 25C (application of Order to protected cell companies), in paragraph (4)(za), for “and 10(2)(b) and (5A)” substitute “, 10(2)(b) and (5A) and 15A”.

s.39(7)

The Secretary of State may by regulations repeal any of the previous subsections of this section before the subsection is brought into force.

Pt.1(crossheading)(directors)

Directors

s.40

Disqualified directors

s.40(1)

The Companies Act 2006 is amended as follows.

s.40(2)

After section 159 insert—

s.40(3)

After section 169 insert—

s.40(4)

In Schedule 8 (index of defined expressions), at the appropriate place insert—

s.41

Section 40: amendments to clarify existing corresponding provisions

s.41(1)

The Companies Act 2006 is amended as follows.

s.41(2)

In section 156C (existing director who is not a natural person)—

s.41(2)(a)

in subsection (2), for “be a director” substitute “hold office by virtue of that appointment”;

s.41(2)(b)

after subsection (2) insert—

s.41(3)

In section 158 (power to provide for exceptions from minimum age requirement)—

s.41(3)(a)

in subsection (3), after “office” insert “by virtue of that appointment”;

s.41(3)(b)

after subsection (3) insert—

s.41(4)

Omit section 159 (which is spent).

s.42

Repeal of power to require additional statements

In the Companies Act 2006—

s.42(a)

omit section 1189 (power to require additional statements in connection with disqualified person becoming director or secretary);

s.42(b)

in sections 1190(1) and 1191(1) (further provision and offences), omit “or 1189”.

s.43

Prohibition on director acting unless ID verified

After section 167L of the Companies Act 2006 (inserted by Schedule 2 to this Act) insert—

s.44

Prohibition on acting unless directorship notified

After section 167M of the Companies Act 2006 (inserted by section 43 of this Act) insert—

s.45

Registrar’s power to change a director’s service address

For section 246 of the Companies Act 2006 substitute—

Pt.1(crossheading)(register)(of)(members)

Register of members

s.46

Register of members: information to be included and powers to obtain it

s.46(1)

The Companies Act 2006 is amended as follows.

s.46(2)

In section 112 (the members of a company), at the end insert—

s.46(3)

For the italic heading “General” at the beginning of Chapter 2 of Part 8 substitute “Duty to keep register”.

s.46(4)

In section 113 (register of members)—

s.46(4)(a)

for subsection (2) substitute—

s.46(4)(b)

in subsection (3), omit “, with the names and addresses of the members,”;

s.46(4)(c)

in subsection (5), after “show a single” insert “service”;

s.46(4)(d)

in subsection (6), omit “, with the names and addresses of the members,”;

s.46(4)(e)

after subsection (6) insert—

s.46(4)(f)

in subsection (7), after “If” insert “, without reasonable excuse,”;

s.46(4)(g)

after subsection (8) insert—

s.46(5)

After section 113 insert—

s.46(6)

Section 115 (index of members)—

s.46(6)(a)

is moved to after the italic heading “Duty to keep index of members” inserted by subsection (5) of this section, and

s.46(6)(b)

is renumbered section 113J.

s.46(7)

In that section as renumbered—

s.46(7)(a)

in subsection (1), for “names of the members of the company” substitute “names or titles of the members of the company (to be known as “the index of members’ names”)”;

s.46(7)(b)

for subsection (3) substitute—

s.46(8)

Before section 114 insert—

s.46(9)

Before section 121 insert—

s.46(10)

In section 123 (single member companies)—

s.46(10)(a)

in subsection (1), omit “, with the name and address of the sole member,”;

s.46(10)(b)

in subsection (2), omit “, with the name and address of the sole member”;

s.46(10)(c)

in subsection (3), omit “, with the name and address of the person who was formerly the sole member”.

s.46(11)

In section 771 (procedure on transfer being lodged), after subsection (1) insert—

s.47

Additional ground for rectifying the register of members

In section 125 of the Companies Act 2006 (power of court to rectify the register), for subsection (1) substitute—

s.48

Register of members: protecting information

s.48(1)

The Companies Act 2006 is amended as follows.

s.48(2)

In section 114 (register to be kept available for inspection), in subsection (1), after paragraph (b) insert—

s.48(3)

In section 115 (index of members), after subsection (4) insert—

s.48(4)

In section 116 (rights to inspect and require copies), after subsection (2) insert—

s.48(5)

In section 120 (information as to state of register and index), after subsection (2) insert—

s.48(6)

After section 120 of the Companies Act 2006 insert—

s.48(7)

In section 1087 (material not available for public inspection), in subsection (1), after paragraph (a) insert—

s.49

Register of members: removal of option to use central register

s.49(1)

The Companies Act 2006 is amended as follows.

s.49(2)

Omit the following (which allow companies to keep information on the central register instead of entering it in their local register of members)—

s.49(2)(a)

section 112A;

s.49(2)(b)

Chapter 2A of Part 8.

s.49(3)

After section 128 insert—

s.49(4)

Schedule 1 contains consequential amendments.

s.50

Membership information: one-off statement

s.50(1)

This section applies in relation to a traded company, or a non-traded company, registered under the Companies Act 2006 before the appointed day.

s.50(2)

On the first occasion on which the company delivers a confirmation statement with a confirmation date that is after the appointed day it must, at the same time, deliver to the registrar the relevant membership information.

s.50(3)

For this purpose “the relevant membership information” means—

s.50(3)(a)

in relation to a traded company—

s.50(3)(a)(i)

the name and address (as they appear in the company’s register of members) of each person who, at the end of the confirmation date, held at least 5% of the issued shares of any class of the company, and

s.50(3)(a)(ii)

the number of shares of each class held by each such person at that time;

s.50(3)(b)

in relation to a non-traded company—

s.50(3)(b)(i)

the name (as it appears in the company’s register of members) of every person who was a member of the company at the end of the confirmation date, and

s.50(3)(b)(ii)

the number of shares of each class held at the end of the confirmation date by each person who was a member of the company at that time.

s.50(4)

Section 853A(1)(b)(ii) of the Companies Act 2006 (as substituted by section 59 of this Act) has effect as if it included a reference to the duty imposed by subsection (2) (and section 853L of that Act applies accordingly).

s.50(5)

In this section—

s.50(6)

Other expressions used in this section have the same meaning as in Part 24 of the Companies Act 2006.

Pt.1(crossheading)(registration)(of)(directors)(secretaries)(and)(persons)(with)(significant)(control)

Registration of directors, secretaries and persons with significant control

s.51

Abolition of local registers etc

s.51(1)

Schedule 2 contains amendments to abolish requirements imposed on a company to keep its own—

s.51(1)(a)

register of directors;

s.51(1)(b)

register of directors’ residential addresses;

s.51(1)(c)

register of secretaries;

s.51(1)(d)

register of people with significant control (sometimes referred to as a PSC register).

s.51(2)

It also contains related amendments requiring information to be provided to the registrar of companies.

s.52

Protection of date of birth information

s.52(1)

The Companies Act 2006 is amended as follows.

s.52(2)

In section 1087 (material not available for public inspection), for paragraph (da) substitute—

s.52(3)

For sections 1087A and 1087B substitute—

Pt.1(crossheading)(accounts)(and)(reports)

Accounts and reports

s.53

Filing obligations of micro-entities

Before section 444 of the Companies Act 2006 (but after the italic heading before that section) insert—

s.54

Filing obligations of small companies other than micro-entities

For section 444 of the Companies Act 2006 substitute—

s.55

Sections 53 and 54: consequential amendments

s.55(1)

The Companies Act 2006 is amended as follows.

s.55(2)

In section 415A (directors’ report: small companies exemption), for subsection (2) substitute—

s.55(3)

In section 441 (duty to file accounts and reports with the registrar), in subsection (1)—

s.55(3)(a)

at the appropriate place insert—

s.55(3)(b)

for “companies subject to small companies regime” substitute “small companies other than micro-entities”;

s.55(3)(c)

omit the entry for section 444A.

s.55(4)

Omit section 444A (filing obligations of companies entitled to small companies exemption in relation to directors’ report).

s.55(5)

In section 445 (filing obligations of medium-sized companies), for subsection (7) substitute—

s.55(6)

In section 446 (filing obligations of unquoted companies), for subsection (5), substitute—

s.55(7)

In section 473 (parliamentary procedure for certain regulations under this Part), in subsection (1), omit the entry in the list for section 444.

s.56

Use or disclosure of profit and loss accounts for certain companies

s.56(1)

The Companies Act 2006 is amended as follows.

s.56(2)

After section 468 insert—

s.56(3)

In section 1087 (material not available for public inspection), in subsection (1), after paragraph (bb) insert—

s.57

Statements about exemption from audit requirements

In section 475 of the Companies Act 2006 (requirement for audited accounts), for subsection (2) substitute—

s.58

Removal of option to abridge Companies Act accounts

s.58(1)

Schedule 1 to the Small Companies and Groups (Accounts and Directors’ Report) Regulations 2008 (S.I. 2008/409) (Companies Act individual accounts) is amended as follows.

s.58(2)

In paragraph 1(3), omit “Subject to paragraph 1A”.

s.58(3)

Omit paragraph 1A (abridged accounts).

s.58(4)

In paragraph 1B(2), omit “, otherwise than pursuant to paragraph 1A(2),”.

s.58(5)

In paragraph 1C, omit—

s.58(5)(a)

“abridgment or”;

s.58(5)(b)

“1A or”.

Pt.1(crossheading)(confirmation)(statements)

Confirmation statements

s.59

Confirmation statements

s.59(1)

The Companies Act 2006 is amended as follows.

s.59(2)

In section 853A (duty to deliver confirmation statements)—

s.59(2)(a)

in subsection (1), for paragraph (b) substitute—

s.59(2)(b)

omit subsection (2);

s.59(2)(c)

for subsections (7) and (8), substitute—

s.59(3)

In section 853K (confirmation statements: power to make further provision by regulations), in subsection (3), for “section 853A(2)” substitute “section 853A(1)(b)”.

s.60

Duty to confirm lawful purposes

After section 853B of the Companies Act 2006 insert—

s.61

Duty to notify a change in company’s principal business activities

In section 853C of the Companies Act 2006 (duty to notify a change in company’s principal business activities), after subsection (1) insert—

s.62

Duty to deliver information about exemption from Part 21A

In section 853H of the Companies Act 2006 (duty to deliver information about exemption from Part 21A), after subsection (2) insert—

s.63

Confirmation statements: offences

s.63(1)

The Companies Act 2006 is amended as follows.

s.63(2)

In section 853J (power to amend duties to deliver certain information), in subsection (4)(a)—

s.63(2)(a)

at the end of sub-paragraph (i) insert “and”;

s.63(2)(b)

for sub-paragraphs (ii) to (iv) substitute—

s.63(3)

In section 853L (failure to deliver confirmation statement)—

s.63(3)(a)

in subsection (1)—

s.63(3)(a)(i)

at the end of paragraph (a) insert “and”;

s.63(3)(a)(ii)

for paragraphs (b) to (d) substitute—

s.63(3)(b)

omit subsection (4).

Pt.1(crossheading)(identity)(verification)

Identity verification

s.64

Identity verification of persons with significant control

s.64(1)

The Companies Act 2006 is amended as follows.

s.64(2)

In section 790J (power to make exemptions), in subsection (2)(e), after “790LH” (inserted by Schedule 2 to this Act) insert “and 790LM to 790LS”.

s.64(3)

After section 790LL (inserted by Schedule 2 to this Act) insert—

s.65

Procedure etc for verifying identity

s.65(1)

The Companies Act 2006 is amended as follows.

s.65(2)

In section 1059A (scheme of Part 35), in subsection (3), at the appropriate place insert—

s.65(3)

In section 1087 (material not available for public inspection), in subsection (1), after paragraph (gb) (inserted by section 66 of this Act) insert—

s.65(4)

After section 1110 insert—

s.65(5)

In Schedule 8 (index of defined expressions), at the appropriate place insert—

s.66

Authorisation of corporate service providers

s.66(1)

The Companies Act 2006 is amended as follows.

s.66(2)

In section 1059A (scheme of Part 35), in subsection (3), at the appropriate place insert—

s.66(3)

In section 1087 (material not available for public inspection), in subsection (1), after paragraph (ga) insert—

s.66(4)

After section 1098 insert—

s.66(5)

In Schedule 8 (index of defined expressions), at the appropriate place insert—

s.67

Exemption from identity verification: national security grounds

s.67(1)

The Companies Act 2006 is amended as follows.

s.67(2)

In section 1059A (scheme of Part 35), in subsection (4), at the appropriate place insert—

s.67(3)

After section 1110B (inserted by section 65 of this Act) insert—

s.68

Allocation of unique identifiers

s.68(1)

The Companies Act 2006 is amended as follows.

s.68(2)

In section 1082 (allocation of unique identifiers)—

s.68(2)(a)

in subsection (1)—

s.68(2)(a)(i)

after “may” insert “by regulations”;

s.68(2)(a)(ii)

after “in connection with the register” insert “or dealings with the registrar”;

s.68(2)(a)(iii)

after paragraph (b) (but before the “or” at the end of that paragraph) insert—

s.68(2)(b)

subsection (2)(c), for “a statement of the person’s name” substitute “any statement by or referring to the person”;

s.68(2)(c)

in subsection (2), for paragraph (d) substitute—

s.68(3)

In section 1087 (material not available for public inspection), after paragraph (d) insert—

s.69

Identity verification: material unavailable for public inspection

In section 1087 of the Companies Act 2006 (material unavailable for public inspection), in subsection (1)—

s.69(a)

in the words before paragraph (a), after “not” insert “, so far as it forms part of the register,”;

s.69(b)

after paragraph (gc) (inserted by section 65 of this Act) insert—

Pt.1(crossheading)(striking)(off)(and)(restoration)(to)(the)(register)

Striking off and restoration to the register

s.70

Registrar’s power to strike off company registered on false basis

s.70(1)

The Companies Act 2006 is amended as follows.

s.70(2)

After section 1002 insert—

s.70(3)

In section 1024 (application for administrative restoration to the register), in subsection (1), for the words from “section” to the end substitute

s.70(4)

In section 1025 (requirements for administrative restoration), for subsection (2) substitute—

s.70(5)

In section 1028A (administrative restoration of company with share warrants), in subsection (1), for “or 1001” substitute “, 1001 or 1002A”.

s.70(6)

In section 1029 (application to court for restoration to the register), in subsection (1)(c)—

s.70(6)(a)

omit the “or” at the end of sub-paragraph (i);

s.70(6)(b)

after that sub-paragraph insert—

s.70(7)

In section 1030 (timing for application to court for restoration to the register), in subsection (5)(a), after “company)” insert “or section 1002A (power of registrar to strike off company registered on false basis)”.

s.70(8)

In section 1031 (decision on application for restoration by the court), in subsection (1)—

s.70(8)(a)

after paragraph (a) insert—

s.70(8)(b)

in paragraph (c), for “other case” substitute “case (including a case falling within paragraph (a), (aa) or (b))”.

s.71

Requirements for administrative restoration

In section 1025 of the Companies Act 2006 (requirements for administrative restoration), for subsection (5) substitute—

Pt.1(crossheading)(who)(may)(deliver)(documents)

Who may deliver documents

s.72

Delivery of documents: identity verification etc

s.72(1)

The Companies Act 2006 is amended as follows.

s.72(2)

In section 9 (registration documents), omit subsection (3).

s.72(3)

In section 1059A (scheme of Part 35), in subsection (2), for “1068” substitute “1067A”.

s.72(4)

After section 1067 insert—

s.73

Disqualification from delivering documents

After section 1067A of the Companies Act 2006 (inserted by section 72 of this Act) insert—

s.74

Proper delivery: requirements about who may deliver documents

In section 1072 of the Companies Act 2006 (requirements for proper delivery), in subsection (1), after paragraph (a) insert—

Pt.1(crossheading)(facilitating)(electronic)(delivery)

Facilitating electronic delivery

s.75

Delivery of documents by electronic means

s.75(1)

The Companies Act 2006 is amended as follows.

s.75(2)

In section 1068 (registrar’s requirements as to form, authentication and manner of delivery)—

s.75(2)(a)

after subsection (4) insert—

s.75(2)(b)

omit subsections (5) to (6A).

s.75(3)

Omit section 1069 (power to require delivery by electronic means).

s.75(4)

In section 1072 (requirements for proper delivery), in subsection (1)(b), omit “section 1069 (power to require delivery by electronic means),”.

s.76

Delivery of order confirming reduction of share capital

In section 649 of the Companies Act 2006 (registration of court order confirming reduction of share capital and statement of capital), in subsection (1), for the words from “production of an order” to “copy of the order” substitute “the delivery of a copy of a court order confirming the reduction of a company’s share capital”.

s.77

Delivery of statutory declaration of solvency

s.77(1)

In section 89 of the Insolvency Act 1986 (statutory declaration of solvency)—

s.77(1)(a)

in subsection (3), for “The declaration” substitute “A copy of the declaration”;

s.77(1)(b)

in subsection (6), after “If” insert “a copy of”.

s.77(2)

In Article 75 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (statutory declaration of solvency)—

s.77(2)(a)

in paragraph (3), for “The declaration” substitute “A copy of the declaration”;

s.77(2)(b)

in paragraph (6), after “If” insert “a copy of”.

s.78

Registrar’s rules requiring documents to be delivered together

s.78(1)

The Companies Act 2006 is amended as follows.

s.78(2)

After section 1068 insert—

s.78(3)

In section 1072 (requirements for proper delivery), in subsection (1)(b), after the entry in the list for section 1068 insert—

Pt.1(crossheading)(promoting)(the)(integrity)(of)(the)(register)

Promoting the integrity of the register

s.79

Power to reject documents for inconsistencies

After section 1073 of the Companies Act 2006 insert—

s.80

Informal correction of document

s.80(1)

The Companies Act 2006 is amended as follows.

s.80(2)

Omit section 1075 (informal correction of document).

s.80(3)

In section 1081 (annotation of the register), in subsection (1), omit paragraph (b).

s.80(4)

In section 1087 (material not available for public inspection), in subsection (1)(d), at the end insert “before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023”.

s.81

Preservation of original documents

In section 1083 of the Companies Act 2006 (preservation of original documents), in subsection (1), for “three years” substitute “two years”.

s.82

Records relating to dissolved companies etc

s.82(1)

The Companies Act 2006 is amended as follows.

s.82(2)

Section 1084 (records relating to companies that have been dissolved etc) is to extend also to Scotland and is amended as follows—

s.82(2)(a)

in subsection (1), after paragraph (c) insert—

s.82(2)(b)

after subsection (1) insert—

s.82(2)(c)

for subsections (2) and (3) substitute—

s.82(2)(d)

omit subsections (4A) and (5).

s.82(3)

Omit section 1087ZA (required particulars available for public inspection for limited period).

s.83

Power to require additional information

s.83(1)

The Companies Act 2006 is amended in accordance with subsections (2) to (4).

s.83(2)

After section 1092 insert—

s.83(3)

In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

s.83(4)

In section 1087 (material not available for public inspection), in subsection (1), after paragraph (e) insert—

s.84

Registrar’s notice to resolve inconsistencies

s.84(1)

Section 1093 of the Companies Act 2006 (registrar’s notice to resolve inconsistency on the register) is amended as follows.

s.84(2)

For subsections (1) and (2) substitute—

s.84(3)

In the heading, omit “on the register”.

s.85

Administrative removal of material from the register

s.85(1)

The Companies Act 2006 is amended as follows.

s.85(2)

For section 1094 substitute—

s.85(3)

In section 1073 (power to accept documents not meeting requirements for proper delivery), in subsection (6)(a), for “section 1094(4)” substitute “regulations under section 1094A(1)”.

s.85(4)

In section 1087 (material not available for public inspection), in subsection (1), for paragraph (f) substitute—

s.85(5)

Omit section 1095 (rectification of register on application to registrar).

s.85(6)

Omit section 1095A (rectification of register to resolve a discrepancy).

s.86

Rectification of the register under court order

s.86(1)

Section 1096 of the Companies Act 2006 (rectification of the register under court order) is amended as follows.

s.86(2)

For subsection (3) substitute—

s.86(3)

After subsection (5) insert—

s.86(4)

In subsection (6), omit paragraph (a) and the “or” at the end of that paragraph.

s.87

Power to require businesses to report discrepancies

s.87(1)

The Companies Act 2006 is amended as follows.

s.87(2)

In section 1059A (scheme of Part 35), in subsection (4), at the appropriate place insert—

s.87(3)

After section 1110C (inserted by section 67 of this Act) insert—

Pt.1(crossheading)(inspection)(etc)(of)(the)(register)

Inspection etc of the register

s.88

Inspection of the register: general

In section 1085 of the Companies Act 2006 (inspection of the register), for subsection (3) substitute—

s.89

Copies of material on the register

s.89(1)

The Companies Act 2006 is amended as follows.

s.89(2)

In section 1086 (right to copy of material on the register)—

s.89(2)(a)

in subsection (1), at the end insert “that is available for public inspection”;

s.89(2)(b)

omit subsection (3).

s.89(3)

In section 1089 (form of application for inspection or copy), omit subsection (2).

s.89(4)

For section 1090 substitute—

s.89(5)

In section 1091 (certification of copies as accurate)—

s.89(5)(a)

for subsections (1) and (2) substitute—

s.89(5)(b)

in subsection (5), omit “Except in the case of an enhanced disclosure document (see section 1078),”.

s.90

Material not available for public inspection

In section 1087 of the Companies Act 2006 (material not available for public inspection), in subsection (1), after paragraph (j) insert—

s.91

Protecting information on the register

s.91(1)

The Companies Act 2006 is amended as follows.

s.91(2)

In section 790ZF (protection of information as to usual residential address of PSCs), omit subsection (3).

s.91(3)

In section 1087 (material not available for public inspection)—

s.91(3)(a)

in subsection (1) for paragraph (e) substitute—

s.91(3)(b)

for subsection (2) substitute—

s.91(4)

For section 1088 substitute—

Pt.1(crossheading)(registrars)(functions)(and)(fees)

Registrar's functions and fees

s.92

Analysis of information for the purposes of crime prevention or detection

After section 1062 of the Companies Act 2006 insert—

s.93

Fees: costs that may be taken into account

s.93(1)

Section 1063 of the Companies Act 2006 (fees) is amended as follows.

s.93(2)

After subsection (3) insert—

s.93(3)

In subsection (4), for “this section” substitute “subsection (1)”.

s.93(4)

After subsection (6) insert—

Pt.1(crossheading)(information)(sharing)(and)(use)

Information sharing and use

s.94

Disclosure of information

s.94(1)

The Companies Act 2006 is amended as follows.

s.94(2)

In section 243 (permitted disclosure by registrar), for subsection (6) substitute—

s.94(3)

In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

s.94(4)

After section 1110D (inserted by section 87 of this Act) insert—

s.94(5)

In section 1114 (application of provisions about documents and delivery), in subsection (1)(b), at the end insert “(but do not include the provision of any information by virtue of section 1110E or any other enactment authorising the disclosure of information to the registrar)”.

s.94(6)

Schedule 3 contains consequential amendments.

s.95

Use or disclosure of directors’ address information by companies

In section 241 of the Companies Act 2006 (protected information: restriction on use or disclosure by company), after subsection (2) insert—

s.96

Use or disclosure of PSC information by companies

s.96(1)

The Companies Act 2006 is amended as follows.

s.96(2)

For section 790ZG substitute—

s.96(3)

In section 1087 (material not available for public inspection), in subsection (1), for paragraph (bc) substitute—

s.97

Use of directors’ address information by registrar

s.97(1)

The Companies Act 2006 is amended as follows.

s.97(2)

In section 242 (protected information: restriction on use or disclosure by registrar)—

s.97(2)(a)

in subsection (3), omit “use or” in each place it occurs;

s.97(2)(b)

in the heading, omit “use or”.

s.97(3)

In section 243 (permitted use or disclosure by registrar)—

s.97(3)(a)

omit subsection (1);

s.97(3)(b)

in the heading, omit “use or”.

Pt.1(crossheading)(overseas)(companies)

Overseas companies

s.98

Change of addresses of officers of overseas companies by registrar

In section 1046 of the Companies Act 2006 (overseas companies: registration of particulars), after subsection (6) insert—

s.99

Overseas companies: availability of material for public inspection etc

In section 1046 of the Companies Act 2006 (overseas companies: registration of particulars), after subsection (6A) (inserted by section 98 of this Act) insert—

s.100

Registered addresses of an overseas company

s.100(1)

The Companies Act 2006 is amended as follows.

s.100(2)

After section 1048 insert—

s.100(3)

In section 1139 (service of documents on company), for subsections (2) and (3) substitute—

s.101

Overseas companies: identity verification of directors

After section 1048A of the Companies Act 2006 (inserted by section 100 of this Act) insert—

Pt.1(crossheading)(general)(offences)(and)(enforcement)

General offences and enforcement

s.102

General false statement offences

s.102(1)

The Companies Act 2006 is amended as follows.

s.102(2)

In section 1059A (scheme of Part 35), in subsection (3), for the entry relating to sections 1112 and 1113 substitute—

s.102(3)

For section 1112 substitute—

s.102(4)

In section 1126 (consents required for certain prosecutions)—

s.102(4)(a)

in subsection (1), for the entry relating to section 1112 substitute—

s.102(4)(b)

in subsections (2)(a)(iv) and (3)(a)(iv), after “1112” insert “or 1112A”.

s.103

False statement offences: national security etc defence

s.103(1)

The Companies Act 2006 is amended as follows.

s.103(2)

In section 1059A (scheme of Part 35), in subsection (2), at the appropriate place insert—

s.103(3)

After section 1112A (inserted by section 102 of this Act) insert—

s.104

Financial penalties

s.104(1)

The Companies Act 2006 is amended as follows.

s.104(2)

In the heading to Part 36 (Offences under the Companies Acts), at the end insert “and financial penalties”.

s.104(3)

After section 1132 insert—

Pt.1(crossheading)(rectification)(of)(addresses)(and)(service)(of)(documents)

Rectification of addresses and service of documents

s.105

Registered office: rectification of register

s.105(1)

Section 1097A of the Companies Act 2006 (rectification of register relating to a company’s registered office) is amended as follows.

s.105(2)

For subsection (1) substitute—

s.105(3)

Omit subsection (2).

s.105(4)

In subsection (3)—

s.105(4)(a)

after paragraph (b) insert—

s.105(4)(b)

in paragraph (c), for “and of its outcome” substitute “or that the registrar is considering the exercise of powers under the regulations”;

s.105(4)(c)

after paragraph (c) insert—

s.105(4)(d)

for paragraph (e) substitute—

s.105(4)(e)

for paragraph (f) substitute—

s.105(4)(f)

in paragraph (h), at the end insert “(which need not be an appropriate address within the meaning given by section 86(2))”;

s.105(4)(g)

after paragraph (h) insert—

s.105(4)(h)

for paragraph (i) substitute—

s.105(5)

Omit subsection (4).

s.105(6)

Before subsection (5) insert—

s.105(7)

For subsection (6) substitute—

s.106

Rectification of register: service addresses

s.106(1)

The Companies Act 2006 is amended as follows.

s.106(2)

After section 1097A insert—

s.106(3)

In section 1087 (material not available for public inspection), in subsection (1)(ga)—

s.106(3)(a)

after “1097A” insert “, 1097B”;

s.106(3)(b)

for “company registered office” substitute “registered office, service address”.

s.107

Rectification of register: principal office addresses

s.107(1)

The Companies Act 2006 is amended as follows.

s.107(2)

After section 1097B (inserted by section 106) insert—

s.107(3)

In section 1087 (material not available for public inspection), in subsection (1)(ga)—

s.107(3)(a)

after “1097B” (inserted by section 106 of this Act) insert “or 1097C”;

s.107(3)(b)

after “service address” (inserted by section 106 of this Act) insert “or principal office address”.

s.108

Service of documents on people with significant control

In section 1140 of the Companies Act 2006 (service of documents on directors, secretaries and others), in subsection (2), after paragraph (a) insert—

Pt.2

Partnerships

Pt.2 Ch.1

Limited partnerships etc.

Pt.2 Ch.1(crossheading)(meaning)(of)(limited)(partnership)

Meaning of “limited partnership”

s.109

Meaning of “limited partnership”

s.109(1)

The Limited Partnerships Act 1907 is amended in accordance with subsections (2) and (3).

s.109(2)

In section 3 (interpretation of terms), in subsection (1) (created by section 110 of this Act), at the appropriate place insert—

s.109(3)

Omit section 5 (registration of limited partnership required).

s.109(4)

In section 1099 of the Companies Act 2006 (the registrar’s index of company names), in subsection (3)(a), for “registered in the United Kingdom” substitute “(within the meaning of section 3 of the Limited Partnerships Act 1907)”.

Pt.2 Ch.1(crossheading)(required)(information)(about)(limited)(partnerships)

Required information about limited partnerships

s.110

Required information about partners

s.110(1)

The Limited Partnerships Act 1907 is amended as follows.

s.110(2)

In section 3 (interpretation of terms)—

s.110(2)(a)

the existing text becomes subsection (1);

s.110(2)(b)

in that subsection, at the appropriate places insert—

s.110(2)(c)

after that subsection insert—

s.110(3)

In section 4 (definition and constitution of limited partnership), in subsection (4), for “body corporate” substitute “legal entity”.

s.110(4)

In section 8A (application for registration)—

s.110(4)(a)

in subsection (1)(c), after “each” insert “proposed”;