Economic Crime and Corporate Transparency Act 2023

• Citation: 2023 c. 56
• Sections: 436

Section 1 The registrar’s objectives

(1) The Companies Act 2006 is amended as follows.

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

section 1081A (registrar’s objectives to promote integrity of registers etc),

(3) After section 1081 insert—

Registrar’s objectives to promote integrity of registers etc

(1081A)

(1) The registrar must, in performing the registrar’s functions, seek to promote the following objectives.

Objective 1

Objective 1 is to ensure that any person who is required to deliver a document to the registrar does so (and that the requirements for proper delivery are complied with).

Objective 2

Objective 2 is to ensure that information contained in the register is accurate and that the register contains everything it ought to contain.

Objective 3

Objective 3 is to ensure that records kept by the registrar do not create a false or misleading impression to members of the public.

Objective 4

Objective 4 is to prevent companies and others from—

carrying out unlawful activities, or

facilitating the carrying out by others of unlawful activities.

(2) In Objective 2 the reference to “ the register ” includes any records kept by the registrar under any enactment.

Section 2 Statement as to lawful purposes

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

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

(b) at the end of paragraph (d) insert

, and

(e) that the subscribers wish to form the company for lawful purposes.

Section 3 Information about subscribers

(1) The Companies Act 2006 is amended as follows.

(2) In section 9 (registration documents)—

(a) after subsection (3) insert—

(3A) The application must contain—

(a) a statement of the required information about each of the subscribers to the memorandum of association (see section 9A ),

(b) a statement that none of the subscribers to the memorandum of association is disqualified under the directors disqualification legislation (see section 159A(2)),

(c) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—

(i) the subscriber’s name,

(ii) the court by which permission was given, and

(iii) the date on which permission was given, and

(d) if any of them would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—

(i) the subscriber’s name, and

(ii) the date on which it was issued and by whom it was issued.

(b) after subsection (6) insert—

(7) In subsection (3A)(c) “ permission of a court to act ” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).

(3) After section 9 insert—

Required information about the subscribers

(9A)

(1) The required information about a subscriber who is an individual is—

(a) name;

(b) a service address.

(2) The required information about a subscriber that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—

(a) corporate or firm name;

(b) a service address.

(3) In subsection (1) “ name ” means the individual’s forename and surname.

(4) Where a subscriber is a peer or an individual usually known by a title, that title may be stated in the application for the registration of the company instead of the subscriber’s forename and surname.

(5) The Secretary of State may by regulations—

(a) amend this section so as to change the required information about a subscriber;

(b) repeal subsection (4) .

(6) Regulations under this section are subject to affirmative resolution procedure.

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

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

Section 4 Proposed officers: identity verification

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

(2) After subsection (2) insert—

(2A) The statement must, in the case of each individual named as a director, confirm that the individual’s identity is verified (see section 1110A).

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

(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

(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) .

(4) In subsection (3) —

“ confirmation statement ” has the meaning given by section 853A of the Companies Act 2006;

“ the registrar ” has the same meaning as in the Companies Acts (see section 1060 of the Companies Act 2006).

Section 5 Proposed officers: disqualification

(1) The Companies Act 2006 is amended as follows

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

(4) The statement must also include a statement by the subscribers to the memorandum of association that no one named as a director is—

(a) disqualified under the directors disqualification legislation (see section 159A(2)), or

(b) otherwise ineligible by virtue of any enactment for appointment as a director.

(5) Where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—

(a) the person’s name,

(b) the court by which permission was given, and

(c) the date on which permission was given.

(6) In subsection (5) “ permission of a court to act ” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2).

(7) Where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, the statement must also include a statement to that effect, in respect of each of them, specifying—

(a) the person’s name, and

(b) the date on which the licence was issued and by whom it was issued.

(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” .

Section 6 Persons with initial significant control: disqualification

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

(2) After subsection (1) insert—

(1A) If there is anyone who will be a registrable person, or a registrable relevant legal entity, in relation to the company on incorporation, the statement must also include—

(a) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)),

(b) if any of them would be so disqualified but for the permission of a court to act, a statement to that effect, in respect of each of them, specifying—

(i) the person’s name,

(ii) the court by which permission was given,

(iii) the date on which permission was given, and

(c) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or Article, a statement to that effect, in respect of each of them, specifying—

(i) the person’s name, and

(ii) the date on which the licence was issued and by whom it was issued.

(3) For subsection (4) substitute—

(4) In this section—

“ permission of a court to act ” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2);

“ registrable person ” has the meaning given by section 790C (see also section 790J);

“ registrable relevant legal entity ” has the meaning given by section 790C (see also section 790J);

“ required particulars ” has the meaning given by section 790K.

Section 7 Persons with initial significant control: identity verification

After section 12A of the Companies Act 2006 insert—

Option to provide ID verification information about PSCs

(12B)

(1) This section applies if an application for the registration of a company contains a statement of initial significant control that identifies a person who will be a registrable person, or a registrable relevant legal entity, in relation to the company on its incorporation.

(2) In relation to any person who will be a registrable person, the statement may include a statement that the person’s identity is verified (see section 1110A).

(3) In relation to any person who will be a registrable relevant legal entity, the statement may include a statement that—

(a) specifies the name of one of its relevant officers (within the meaning given by section 790LO (6) ) who is an individual and whose identity is verified, and

(b) confirms that the individual’s identity is verified.

(4) If a statement under subsection (3) is included in relation to a person who will be a registrable relevant legal entity, the application for registration of the company must be accompanied by a statement by the individual confirming that the individual is a relevant officer of that entity.

(5) To find out what happens if the option in subsection (2) or (3) is not exercised, see sections 790LM and 790LO .

(6) In this section—

“ registrable person ” has the meaning given by section 790C, except that it does not include a person mentioned in section 790C(12)(a) to (d) (see also section 790J);

“ registrable relevant legal entity ” has the meaning given by section 790C (see also section 790J).

Section 8 Names for criminal purposes

(1) The Companies Act 2006 is amended as follows.

(2) After section 53 insert—

Names for criminal purposes

(53A) A company must not be registered under this Act by a name if, in the opinion of the Secretary of State, the registration of the company by that name is intended to facilitate—

(a) the commission of an offence involving dishonesty or deception, or

(b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

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

(aa) section 53A (names for criminal purposes);

Section 9 Names suggesting connection with foreign governments etc

(1) The Companies Act 2006 is amended as follows.

(2) After section 56 insert—

Names suggesting connection with foreign governments etc

(56A) A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, would be likely to give the false impression that the company is connected with—

(a) a foreign government or an agency or authority of a foreign government, or

(b) an international organisation whose members include two or more countries or territories (or their governments).

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

(bza) section 56A (names suggesting connection with foreign governments etc);

Section 10 Names containing computer code

(1) The Companies Act 2006 is amended as follows.

(2) After section 57 insert—

Computer code

Names containing computer code

(57A) A company must not be registered under this Act by a name that, in the opinion of the Secretary of State, consists of or includes computer code.

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

(bb) section 57A (names containing computer code);

Section 11 Prohibition on re-registering name following direction

(1) The Companies Act 2006 is amended as follows.

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

Prohibitions where a company has been required to change a name

Prohibition on re-registering name following direction

(57B)

(1) Where a company’s name has at any time been changed following a direction under section 67, 75, 76, 76A or 76B , or an order under section 73, the company must not subsequently be registered under this Act by the original name or a name that is similar to it.

(2) But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State.

(3) In subsection (1) —

(a) the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction;

(b) the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.

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

(bc) section 57B (restriction on re-registering name following direction).

Section 12 Prohibition on using name that another company has been directed to change

(1) The Companies Act 2006 is amended as follows.

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

Name that another company has been directed to change

(57C)

(1) Where a company has at any time been directed under section 67, 75, 76, 76A or 76B , or ordered under section 73, to change its name, no other company may be registered under this Act by that name or a name that is similar if—

(a) that company is an existing company and there is a person who has, or has had, a relevant relationship with both companies, or

(b) an application has been made for the registration of that company and, if it is registered, there will on its incorporation be a person who has, or has had, a relevant relationship with both companies.

(2) But subsection (1) does not prevent the registration of the company by any name approved by the Secretary of State.

(3) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both companies at the same time.

(4) For the purposes of this section a person has a “relevant relationship” with a company if the person is—

(a) an officer, or

(b) a member or former member.

(5) In subsection (1) —

(a) the reference to the name of a company being changed following a direction under a particular section includes a case where a new name is determined for the company under section 76D because of its failure to comply with the direction;

(b) the reference to the name of a company being changed following an order under section 73 includes a case where a new name is determined for the company under section 73(4) because of its failure to comply with an order.

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

(bd) section 57C (names that another company has been directed to change);

Section 13 Directions to change name: period for compliance

(1) The Companies Act 2006 is amended as follows

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

(2A) The period must be a period of at least 28 days beginning with the date of the direction.

(2B) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

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

(2A) The period must be a period of at least 28 days beginning with the date of the direction.

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

(2A) The period must be at least 28 days beginning with the date of the direction.

(5) In section 76 (misleading indication of activities)—

(a) for subsections (2) and (3) substitute—

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(3A) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(b) for subsection (4) substitute—

(4) A company may apply to the court to set aside a direction under subsection (1).

(4A) Any application under subsection (4) must be made within the period of three weeks beginning with the date of the direction.

(c) after subsection (5) insert—

(5A) If a company applies to the court under subsection (4) to set aside a direction, it is not required to comply with the direction while the proceedings are ongoing.

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

Section 14 Requirements to change name: removal of old name from public inspection

(1) The Companies Act 2006 is amended as follows.

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

(6A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

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

(1A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates (so far as it relates to the company to which the direction is given).

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

(7) Where an order is made under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the order relates.

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

(4A) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

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

(5B) Where a direction is given under subsection (1), the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

Section 15 Objections to company’s registered name

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

(2) In subsection (1)(b)—

(a) after “in the United Kingdom” insert “or elsewhere” ;

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

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

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

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

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

(5) In subsection (5), omit “, (b)”.

Section 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” .

Section 17 Direction to change name used for criminal purposes

(1) The Companies Act 2006 is amended as follows.

(2) Before section 75 insert—

Provision of misleading information

(3) Before section 76 insert—

Misleading indication of activities and names used for criminal purposes

(4) After section 76 insert—

Power to direct change of name used for criminal purposes

(76A)

(1) The Secretary of State may direct a company to change its name if it appears to the Secretary of State that the name has been used, or is intended to be used, by the company to facilitate—

(a) the commission of an offence involving dishonesty or deception, or

(b) the carrying out of conduct that, if carried out in any part of the United Kingdom, would amount to such an offence.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5) A company may apply to the court to set aside a direction under subsection (1) .

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1) , the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11) If a company fails to comply with a direction under subsection (1) , an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

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

(g) section 76A (power to direct change of name used for criminal purposes);

Section 18 Direction to change name wrongly registered

(1) The Companies Act 2006 is amended as follows.

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

Direction to change name wrongly registered

Direction to change name wrongly registered

(76B)

(1) The Secretary of State may direct a company to change its name if—

(a) it appears to the Secretary of State that the company’s registration by that name was in contravention of any requirement imposed by this Part, or

(b) the Secretary of State did not, at the time at which the name was registered, form the opinion mentioned in section 53, 56A or 57A , but had proper grounds for doing so.

(2) The direction must be in writing and must specify the period within which the company is to change its name.

(3) The period must be a period of at least 28 days beginning with the date of the direction.

(4) The Secretary of State may by further direction in writing extend the period.

Any such direction must be given before the end of the period for the time being specified.

(5) A company may apply to the court to set aside a direction under subsection (1) .

(6) Any application under subsection (5) must be made within the period of three weeks beginning with the date of the direction.

(7) On an application under subsection (5) the court may set the direction aside or confirm it.

(8) If on an application under subsection (5) the direction is confirmed, the court must specify the period within which the direction is to be complied with.

(9) Where a direction is given under subsection (1) , the registrar may omit from the material on the register that is available for public inspection any mention of the name to which the direction relates.

(10) If a company applies to the court under subsection (5) to set aside a direction, the company is not required to comply with the direction while the proceedings are ongoing.

(11) If a company fails to comply with a direction under subsection (1) , an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(12) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

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

(h) section 76B (direction to change name wrongly registered);

Section 19 Registrar’s power to change names containing computer code

(1) The Companies Act 2006 is amended as follows

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

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

Registrar’s powers to change names

Registrar’s power to change name containing computer code

(76C)

(1) Where, in the opinion of the registrar, a company’s registered name consists of or includes computer code, the registrar may—

(a) determine a new name for the company, and

(b) remove from the register any reference to the company’s old name.

(2) If the registrar determines a new name for a company under this section, the registrar must—

(a) give the company notice of the determination, and

(b) place a note of the determination in the register.

(3) Where a company is given a direction under section 76B to change its name—

(a) that does not affect the registrar’s power to act under subsection (1) , but

(b) if the registrar does so, the direction lapses.

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

Section 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—

Registrar’s power to change name for failure to comply with direction

(76D)

(1) Where a company fails to comply with a direction to change its name, the registrar may determine a new name for the company.

(2) The reference in subsection (1) to a direction to change a company’s name is to a direction under section 64, 67, 75, 76, 76A or 76B .

(3) If the registrar determines a new name for a company under this section, the registrar must—

(a) give the company notice of the determination, and

(b) place a note of the determination in the register.

Section 21 Sections 19 and 20: consequential amendments

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

(1) This section applies where—

(a) the registrar receives notice of a change of a company’s name and is satisfied—

(i) that the new name complies with the requirements of this Part, and

(ii) that the requirements of the Companies Acts, and any relevant requirements of the company’s articles, with respect to a change of name are complied with, or

(b) the registrar determines a new name for a company under section 76C or 76D .

(2) The registrar must enter the new name on the register in place of the former name.

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

(i) section 76C (registrar’s power to change name containing computer code);

(j) section 76D (registrar’s power to change name for failure to comply with direction).

Section 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—

Exceptions

Exceptions based on national security etc

(76E)

(1) Nothing in this Part prevents the registration of a company under this Act by a name if the Secretary of State is satisfied that the registration of the company by that name is necessary—

(a) in the interests of national security, or

(b) for the purposes of preventing or detecting serious crime.

(2) For the purposes of subsection (1)(b) —

(a) “ crime ” means conduct which—

(i) constitutes a criminal offence, or

(ii) 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

(b) crime is “serious” if—

(i) 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

(ii) 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.

Section 23 Use of name suggesting connection with foreign governments etc

In the Companies Act 2006, after section 1196 insert—

Names suggesting connection with foreign governments etc

(1196A)

(1) A person must not carry on business in the United Kingdom under a name that would be likely to give the false impression that the business is connected with—

(a) a foreign government or an agency or authority of a foreign government, or

(b) an international organisation whose members include two or more countries or territories (or their governments).

(2) A person who contravenes this section commits an offence.

(3) Where an offence under this section is committed by a body corporate, an offence is also committed by every officer of the body who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Section 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” .

Section 25 Use of name that a company has been required to change

(1) The Companies Act 2006 is amended as follows.

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

(3) After section 1198 insert—

Restrictions where a company has been required to change a name

Name that a company has been required to change

(1198A)

(1) Where a relevant direction has been given to a company to change its name, or it has been ordered under section 73 to change its name, the company must not carry on business in the United Kingdom under the name that it was directed or ordered to change, except as mentioned in subsection (2) .

(2) Subsection (1) does not prevent the use by a company of a name if—

(a) the period for complying with the direction or order has not yet expired,

(b) the company complied with the direction or order and has since become registered with the name again following approval given under section 57B , or

(c) the direction was given, or the order was made, before section 25 of the Economic Crime and Corporate Transparency Act 2023 came fully into force.

(3) If a company uses a name in contravention of this section an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(5) In this section—

“ company ” includes an overseas company;

“ relevant direction ” means a direction under section 67, 75, 76, 76A or 76B , other than a direction under section 76B (1)(b) given on the basis that, at the time at which a company’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A .

Section 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—

Name that another company has been required to change

(1198B)

(1) Where a relevant direction has been given to a company to change its name, or it has been ordered under section 73 to change its name, another company must not carry on business in the United Kingdom under the name that the first company was directed or ordered to change if there is a person who has, or has had, a relevant relationship with both companies.

(2) Subsection (1) does not prevent the use by a company of a name if—

(a) it is registered under this Act by that name,

(b) the period for complying with the direction or order has not yet expired, or

(c) the direction was given, or the order was made, before section 26 of the Economic Crime and Corporate Transparency Act 2023 came fully into force.

(3) For the purposes of subsection (1) it is irrelevant whether the person has, or has had, a relevant relationship with both companies at the same time.

(4) For the purposes of this section a person has a “relevant relationship” with a company if the person is—

(a) an officer, or

(b) a member or former member.

(5) If a company uses a name in contravention of this section an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(7) In this section—

“ company ” includes an overseas company;

“ relevant direction ” means a direction under section 67, 75, 76A or 76B , other than a direction under section 76B (1)(b) given on the basis that, at the time at which a company’s name was registered, the Secretary of State had proper grounds for forming the opinion mentioned in section 57A .

Section 27 Use of names: exceptions based on national security etc

After section 1199 of the Companies Act 2006 insert—

Exceptions based on national security etc

(1199A)

(1) The Secretary of State may, by written notice given to a person, provide that a prohibition imposed by this Chapter does not apply in relation to the carrying on of a business by that person under a name specified in the notice, if satisfied that to do so is necessary—

(a) in the interests of national security, or

(b) for the purposes of preventing or detecting serious crime.

(2) For the purposes of subsection (1)(b) —

(a) “ crime ” means conduct which—

(i) constitutes a criminal offence, or

(ii) 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

(b) crime is “serious” if—

(i) 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

(ii) 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.

Section 28 Registered office: appropriate address

(1) The Companies Act 2006 is amended as follows.

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

(3) For section 86 substitute—

Duty to ensure registered office at appropriate address

(86)

(1) A company must ensure that its registered office is at all times at an appropriate address.

(2) An address is an “appropriate address” if, in the ordinary course of events—

(a) a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and

(b) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

(3) If a company fails, without reasonable excuse, to comply with this section an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) 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-tenth of level 5 on the standard scale.

(5) Subsection (1) does not apply in relation to a company during any period for which the address of its registered office is a default address nominated by virtue of section 1097A(3)(h).

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

(1A) The notice must include a statement that the new address is an appropriate address within the meaning given by section 86 (2) .

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

(6) After section 853C insert—

Duty to notify a change in registered office

(853CA)

(1) This section applies where—

(a) a company makes a confirmation statement,

(b) the company’s registered office is not at an appropriate address within the meaning given by section 86 (2) , and

(c) the company has not given a notice under section 87 (change of registered office) that is awaiting registration by the registrar.

(2) The company must deliver a notice under section 87 at the same time as it delivers the confirmation statement.

Section 29 Registered email addresses etc

(1) The Companies Act 2006 is amended as follows.

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

(aa) a statement of the intended registered email address of the company, which must be an appropriate email address within the meaning given by section 88A (2) ;

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

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

(5) After section 88 insert—

Registered email address

Duty to maintain a registered email address

(88A)

(1) A company must ensure that its registered email address is at all times an appropriate email address.

(2) An email address is an “appropriate email address” if, in the ordinary course of events, emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the company.

(3) If a company fails, without reasonable excuse, to comply with this section an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(4) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) 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-tenth of level 5 on the standard scale.

Change of registered email address

(88B)

(1) A company may change its registered email address by giving notice to the registrar.

(2) The notice must include a statement that the new address is an appropriate email address within the meaning given by section 88A (2) .

(3) The change takes effect upon the notice being registered by the registrar.

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

Duty to notify a change in registered email address

(853CB)

(1) This section applies where—

(a) a company makes a confirmation statement,

(b) the company’s registered email address is not an appropriate email address within the meaning given by section 88A (2) , and

(c) the company has not given a notice under section 88B (change of registered email address) that is awaiting registration by the registrar.

(2) The company must deliver a notice under section 88B at the same time as it delivers the confirmation statement.

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

(za) an email address delivered to the registrar under—

(i) section 9(5) (aa) or 88B (initial registered email address and change of address);

(ii) section 30 of the Economic Crime and Corporate Transparency Act 2023 (company’s registered email address: transitional provision);

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

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

(a) after Part 2 insert—

Communications in electronic form from the registrar or the Secretary of State

(4A)

(1) A document or information is validly sent or supplied to a company by the registrar or the Secretary of State if it is sent or supplied in electronic form in accordance with sub-paragraph (2) or (3) .

(2) Where the document or information is sent or supplied by electronic means it may only be sent—

(a) in the case of a company registered under this Act, to the company’s registered email address;

(b) in the case of any company, to an address specified by the company for that purpose (generally or specifically).

(3) Where the document or information is sent or supplied in electronic form by hand or by post, it must be sent or supplied to an address to which it could be validly sent if it were in hard copy form.

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

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

Section 30 Registered email addresses: transitional provision

(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.

(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—

(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);

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

(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).

(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.

(5) In this section—

“ confirmation statement ” has the meaning given by section 853A of the Companies Act 2006;

“ the registrar ” has the meaning given by section 1060(3) of the Companies Act 2006.

Section 31 Disqualification for persistent breaches of companies legislation: GB

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

(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) )” .

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

(4) In subsection (3)—

(a) for “provision of that legislation” substitute “such provision” ;

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

(aa) a financial penalty is imposed on the person in respect of such an offence by virtue of regulations under—

(i) section 1132A of the Companies Act 2006, or

(ii) section 39 of the Economic Crime (Transparency and Enforcement) Act 2022,

(5) After subsection (3A) insert—

(3B) In this section “ relevant provisions of the companies legislation ” means—

(a) any provision of the companies legislation requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the registrar of companies,

(b) sections 167M and 167N of the Companies Act 2006 (prohibitions on acting as director where identity not verified or where there has been a failure to notify a directorship), and

(c) sections 790LQ and 790LR of the Companies Act 2006 (persons with significant control: ongoing duties in relation to identity verification).

(6) For subsection (4A) substitute—

(4A) In this section “ the companies legislation ” means—

(a) the Companies Acts,

(b) Parts A1 to 7 of the Insolvency Act 1986 (company insolvency and winding up), and

(c) Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (registration of overseas entities).

Section 32 Disqualification for persistent breaches of companies legislation: NI

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

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

(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) )” ;

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

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

(aa) a financial penalty is imposed on the person by the registrar in respect of such an offence by virtue of regulations under—

(i) section 1132A of the Companies Act 2006, or

(ii) section 39 of the Economic Crime (Transparency and Enforcement) Act 2022,

(d) after paragraph (3) insert—

(3ZA) In this Article “ relevant provisions of the companies legislation ” means—

(a) any provision of the companies legislation requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the registrar,

(b) sections 167M and 167N of the Companies Act 2006 (prohibitions on acting as director where identity not verified or where there has been a failure to notify a directorship), and

(c) sections 790LQ and 790LR of the Companies Act 2006 (persons with significant control: ongoing duties in relation to identity verification).

(e) for paragraph (3A) substitute—

(3A) In this Article “ the companies legislation ” means—

(a) the Companies Acts,

(b) Parts 1A to 7 of the Insolvency (Northern Ireland) Order 1989 (company insolvency and winding up), and

(c) Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (registration of overseas entities).

(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) ” .

(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” .

Section 33 Disqualification on summary conviction: GB

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

(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” .

(3) For subsection (3) substitute—

(3) Those circumstances are that, during the 5 years ending with the date of the conviction, there have been no fewer than 3 relevant findings of guilt in relation to the person.

(3A) For these purposes, there is a relevant finding of guilt in relation to the person if —

(a) the person is convicted of an offence counting for the purposes of this section (including the offence of which the person is convicted as mentioned in subsection (2) and any other offence of which the person is convicted on the same occasion),

(b) a financial penalty of the kind mentioned in section 3(3)(aa) is imposed on the person, or

(c) a default order within the meaning of section 3(3)(b) is made against the person.

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

(5) For subsection (4A) substitute—

(4A) In this section “ relevant provisions of the companies legislation ” has the meaning given by section 3(3B).

Section 34 Disqualification on summary conviction: NI

(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.

(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” .

(3) For paragraph (3) substitute—

(3) Those circumstances are that, during the 5 years ending with the date of the conviction, there have been no fewer than 3 relevant findings of guilt in relation to the person.

(3A) For these purposes, there is a relevant finding of guilt in relation to the person if —

(a) the person is convicted of an offence counting for the purposes of this Article (including the offence of which the person is convicted as mentioned in paragraph (2) and any other offence of which the person is convicted on the same occasion),

(b) a financial penalty of the kind mentioned in Article 6(3)(aa) is imposed on the person, or

(c) a default order within the meaning of Article 6(3)(b) is made against the person.

(4) Omit paragraph (4).

(5) For paragraph (4A) substitute—

(4A) In this Article “ relevant provisions of the companies legislation ” has the meaning given by Article 6(3ZA).

Section 35 Power to impose director disqualification sanctions

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

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

(aa) impose director disqualification sanctions (see section 3A );

(3) After section 3 insert—

Director disqualification sanctions

(3A)

(1) For the purposes of section 1(5) (aa) regulations “impose director disqualification sanctions” if they provide for designated persons (see section 9) to be persons subject to director disqualification sanctions for the purposes of—

(a) section 11A of the Company Directors Disqualification Act 1986, and

(b) Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002.

(2) As to the effect of such provision, see—

(a) section 11A of the Company Directors Disqualification Act 1986, and

(b) Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002.

(4) In section 9 (“designated persons”)—

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

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

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

(3A) Where regulations provide for designated persons to be persons subject to director disqualification sanctions for the purposes of section 11A of the Company Directors Disqualification Act 1986 and Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002, the regulations may—

(a) create exceptions from subsection (1) of that section or paragraph (1) of that Article;

(b) confer power on an appropriate Minister to issue a licence to authorise a designated person to do anything that would otherwise be prohibited by subsection (1) of that section or paragraph (1) of that Article.

(3B) Regulations may, as respects any licences provided for under subsection (3A) , make any provision mentioned (in relation to licences) in subsection (3).

Section 36 Disqualification of persons designated under sanctions legislation: GB

(1) The Company Directors Disqualification Act 1986 is amended as follows.

(2) After section 11 insert—

Designated persons under sanctions legislation

(11A)

(1) It is an offence for a person who is subject to director disqualification sanctions to act as a director of a company or directly or indirectly to take part in or be concerned in the promotion, formation or management of a company (but see subsection (2) ).

(2) Subsection (1) does not apply—

(a) to the extent that an exception from subsection (1) has been created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, or

(b) to anything done under the authority of a licence issued by virtue of section 15(3A) of that Act.

(3) It is a defence for a person charged with an offence under this section to prove that they did not know and could not reasonably have been expected to know that they were subject to director disqualification sanctions at the time at which they engaged in that conduct.

(4) In this section “ person who is subject to director disqualification sanctions ” means a person who under regulations under section 1 of the Sanctions and Anti-Money Laundering Act 2018 is a person subject to director disqualification sanctions for the purposes of this section and Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (see section 3A of the Sanctions and Anti-Money Laundering Act 2018).

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

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

(1) Where—

(a) a body corporate is—

(i) guilty of an offence of acting in contravention of a disqualification order or disqualification undertaking or in contravention of section 12A or 12B, or

(ii) guilty of an offence under section 11A, and

(b) it is proved that the offence occurred with the consent or connivance of, or was attributable to any neglect on the part of any director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity,

the person, as well as the body corporate, is guilty of the offence and liable to be proceeded against and punished accordingly.

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

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

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

(c) after subsection (1)(b) insert

, or

(c) as a person who is involved in the management of the company, they act or are willing to act on instructions where—

(i) the instructions are given by a person whom they know at that time to be subject to director disqualification sanctions (within the meaning of section 11A),

(ii) the giving of the instructions does not fall within any exception from section 11A(1) created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, and

(iii) the instructions are not authorised,

(but see subsection (3A)).

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

(e) after subsection (3) insert—

(3A) But—

(a) a person who is subject to director disqualification sanctions (within the meaning of section 11A) is not personally responsible under subsection (1)(a) for any relevant debts of the company incurred at a time when the person did not know and could not reasonably have been expected to know that they were subject to director disqualification sanctions;

(b) a person is not personally responsible under subsection (1)(c) for any relevant debts of the company incurred at a time when the person reasonably believed that the instructions were authorised.

(f) after subsection (5) insert—

(6) Subsection (7) applies where a person (“ P ”) at any time—

(a) was involved in the management of a company, and

(b) acted on instructions where—

(i) the instructions were given by a person (“ D ”) whom P knew at that time to be subject to director disqualification sanctions (within the meaning of section 11A),

(ii) the giving of the instructions did not fall within any exception from section 11A(1) created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, and

(iii) the instructions were not authorised,

unless P reasonably believed at that time that the instructions were authorised.

(7) For the purposes of this section P is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by D.

(8) For the purposes of this section instructions are “authorised” if they are given under the authority of a licence issued by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018.

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

(d) persons who are subject to director disqualification sanctions within the meaning of section 11A;

(e) any licences issued by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018.

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

Section 37 Section 36: application to other bodies

(1) The Company Directors Disqualification Act 1986 is amended as follows.

(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” .

(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” .

(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” .

(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” .

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

(da) section 11A is to be disregarded;

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

(d) section 11A is to be disregarded.

(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” .

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

Section 38 Disqualification of persons designated under sanctions legislation: NI

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

(2) After Article 15 insert—

Designated persons under sanctions legislation

(15A)

(1) It is an offence for a person who is subject to director disqualification sanctions to act as a director of a company or directly or indirectly to take part in or be concerned in the promotion, formation or management of a company (but see paragraph (2) ).

(2) Paragraph (1) does not apply—

(a) to the extent that an exception from paragraph (1) has been created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, or

(b) to anything done under the authority of a licence issued by virtue of section 15(3A) of that Act.

(3) It is a defence for a person charged with an offence under this Article to prove that they did not know and could not reasonably have been expected to know that they were subject to director disqualification sanctions at the time at which they engaged in that conduct.

(4) In this Article “ person who is subject to director disqualification sanctions ” means a person who under regulations under section 1 of the Sanctions and Anti-Money Laundering Act 2018 is a person subject to director disqualification sanctions for the purposes of this Article and section 11A of the Company Directors Disqualification Act 1986 (see section 3A of the Sanctions and Anti-Money Laundering Act 2018).

(3) In Article 18 (criminal penalties)—

(a) omit “15,”;

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

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

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

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

(c) after paragraph (1)(b) insert

, or

(c) as a person who is involved in the management of the company, they act or are willing to act on instructions where—

(i) the instructions are given by a person whom they know at that time to be subject to director disqualification sanctions (within the meaning of Article 15A),

(ii) the giving of the instructions does not fall within any exception from Article 15A(1) created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, and

(iii) the instructions are not authorised,

(but see paragraph (3A)).

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

(e) after paragraph (3) insert—

(3A) But—

(a) a person who is subject to director disqualification sanctions (within the meaning of Article 15A) is not personally responsible under paragraph (1)(a) for any relevant debts of the company incurred at a time when the person did not know and could not reasonably have been expected to know that they were subject to director disqualification sanctions;

(b) a person is not personally responsible under paragraph (1)(c) for any relevant debts of the company incurred at a time when the person reasonably believed that the instructions were authorised.

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

(g) after paragraph (5) insert—

(6) Paragraph (7) applies where a person (“ P ”) at any time—

(a) was involved in the management of a company, and

(b) acted on instructions where—

(i) the instructions were given by a person (“ D ”) whom P knew at that time to be subject to director disqualification sanctions (within the meaning of Article 15A),

(ii) the giving of the instructions did not fall within any exception from Article 15A(1) created by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018, and

(iii) the instructions were not authorised,

unless P reasonably believed at that time that the instructions were authorised.

(7) For the purposes of this Article P is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by D.

(8) For the purposes of this Article instructions are “authorised” if they are given under the authority of a licence issued by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018.

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

(d) persons who are subject to director disqualification sanctions within the meaning of Article 15A;

(e) any licences issued by virtue of section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 that authorise such a person to do anything that would otherwise be prohibited by Article 15A(1).

Section 39 Section 38: application to other bodies

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

(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 ” .

(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 ” .

(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 ” .

(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 ” .

(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 ” .

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

Section 40 Disqualified directors

(1) The Companies Act 2006 is amended as follows.

(2) After section 159 insert—

Disqualified person not to be appointed as director

(159A)

(1) A person may not be appointed a director of a company if the person is disqualified under the directors disqualification legislation (see subsection (2) ).

(2) In the table—

(a) Part 1 defines “ disqualified under the directors disqualification legislation ” for the purposes of provisions of this Act so far as relating to—

(i) a company registered in England and Wales or Scotland, or

(ii) the delivery of a document to the registrar of companies for England and Wales or Scotland or a statement contained in such a document;

(b) Part 2 defines “ disqualified under the directors disqualification legislation ” for the purposes of provisions of this Act so far as relating to—

(i) a company registered in Northern Ireland, or

(ii) the delivery of a document to the registrar of companies for Northern Ireland or a statement contained in such a document.

(3) An appointment made in contravention of this section is void.

(4) Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment if the person—

(a) purports to act as director, or

(b) acts as shadow director,

although the person could not, by virtue of this section, be validly appointed as a director.

(3) After section 169 insert—

Removal from office of disqualified directors

(169A)

(1) A person who has been appointed as a director of a company ceases to hold office by virtue of that appointment if the person becomes disqualified under the directors disqualification legislation (see section 159A (2) ).

(2) Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of subsection (1) , the person—

(a) purports to act as director, or

(b) acts as shadow director.

(3) In relation to a person appointed as a director of a company before the time when this section comes into force, the reference in subsection (1) to a person who becomes disqualified includes a reference to a person who, at that time, is already disqualified.

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

Section 41 Section 40: amendments to clarify existing corresponding provisions

(1) The Companies Act 2006 is amended as follows.

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

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

(b) after subsection (2) insert—

(2A) Nothing in this section affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of subsection (2), the person—

(a) purports to act as director, or

(b) acts as shadow director.

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

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

(b) after subsection (3) insert—

(3A) Nothing in subsection (3) affects any liability of a person under any provision of the Companies Acts or any other enactment, if, having ceased to hold office by virtue of that subsection, the person—

(a) purports to act as director, or

(b) acts as shadow director.

(4) Omit section 159 (which is spent).

Section 42 Repeal of power to require additional statements

In the Companies Act 2006—

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

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

Section 43 Prohibition on director acting unless ID verified

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

Directors: duties relating to ID verification and notification

Prohibition on director acting unless ID verified

(167M)

(1) An individual must not act as a director of a company unless the individual’s identity is verified (see section 1110A).

(2) A company must ensure that an individual does not act as a director unless the individual’s identity is verified (see section 1110A).

(3) A person who contravenes subsection (1) commits an offence.

(4) If a company contravenes subsection (2) an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.

(5) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) 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-tenth of level 5 on the standard scale.

(6) The only consequences of contravening subsections (1) and (2) are the offences provided for by this section (so that, for example, a contravention does not in any way affect the validity of an individual’s acts as a director).

Section 44 Prohibition on acting unless directorship notified

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

Prohibition on acting unless directorship notified

(167N)

(1) This section applies where—

(a) a person has become a director of a company otherwise than on its incorporation, and

(b) notice under section 167G of the person having done so has not been given within the period mentioned in subsection (6) of that section.

(2) The person may not act as a director of the company until notice is given under section 167G .

(3) A person who contravenes subsection (2) commits an offence.

(4) Where the offence is committed by a firm, every officer of the firm who is in default also commits the offence.

(5) It is a defence for a person charged with an offence under this section to prove that they reasonably believed that notice had been given under section 167G .

(6) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) 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-tenth of level 5 on the standard scale.

(7) The only consequence of a contravention of subsection (2) is the offence provided for by this section (so that, for example, a contravention does not in any way affect the validity of a person’s acts as a director).

Section 45 Registrar’s power to change a director’s service address

For section 246 of the Companies Act 2006 substitute—

Putting the address on the public record

(246)

(1) If the registrar decides in accordance with section 245 that a director‘s usual residential address is to be put on the public record, the registrar must proceed as if each relevant company had given notice under section 167H—

(a) stating a change in the director’s service address, and

(b) stating the director’s usual residential address as their new service address.

(2) The registrar must give notice of having done so—

(a) to the director, and

(b) to every relevant company.

(3) The notice must state the date of the registrar’s decision to put the director’s usual residential address on the public record.

(4) Where a director’s usual residential address has been put on the public record by the registrar under this section, for the period of five years beginning with the date of the registrar’s decision no service address may be registered for the director other than their usual residential address (but see subsection (5)).

(5) Subsection (4)—

(a) does not limit the service address that may be registered for the director under regulations under section 1097B (rectification of register), and

(b) ceases to apply in relation to the director if a new service address is registered for the director under those regulations.

(6) In this section “ relevant company ” means each company given notice under section 245(2)(b).

Section 46 Register of members: information to be included and powers to obtain it

(1) The Companies Act 2006 is amended as follows.

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

(4) Where an individual’s name is entered in a company’s register of members but is not in the form required by section 113A , that does not affect the person becoming a member of the company by virtue of subsection (2).

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

(4) In section 113 (register of members)—

(a) for subsection (2) substitute—

(2) There must be entered in the register, in respect of each person who is a member—

(a) the required information (see sections 113A and 113B ), and

(b) the date on which the person was registered as a member.

(2A) Where a person ceases to be a member there must be entered in the register the date at which the person’s membership ceased.

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

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

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

(e) after subsection (6) insert—

(6A) Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a non-traded company—

(a) the fact that the information has changed does not relieve the company from the obligation to include the old information in the register if it has not already done so,

(b) the old information must be retained in the register until its removal is authorised by section 121 or by court order under section 125, and

(c) a note must be included in the register recording the date on which the information changed and the date on which the change was entered in the register.

(6B) Where any of the information required to be entered in a company’s register of members changes and, at the time of the change, it is a traded company, the company is not required to include or retain the old information in the register.

(6C) The Secretary of State may by regulations—

(a) amend subsection (6A) so as to provide for it to apply in relation to traded companies, and

(b) repeal subsection (6B) in consequence.

(6D) Regulations under subsection (6C) are subject to affirmative resolution procedure.

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

(g) after subsection (8) insert—

(9) In this section—

“ non-traded company ” means a company that is not a traded company;

“ relevant market ” has the meaning given by section 853E(6);

“ traded company ” means a company any of whose shares are admitted to trading on a relevant market or on any other market which is outside the United Kingdom.

(5) After section 113 insert—

Required information about members: individuals

(113A)

(1) The required information about a member who is an individual is—

(a) name;

(b) a service address.

(2) In this section “ name ” means forename and surname.

(3) Where a member is a peer or an individual usually known by a title—

(a) any requirement imposed by section 113D or 113E , or by a notice under section 113F , to provide their name may be satisfied by providing their title instead;

(b) the title may be entered in the register of members instead of their forename and surname (and references in any enactment to the name of a person entered in a company’s register of members are to be construed accordingly).

Required information about members: corporate members and firms

(113B) The required information about a member that is a body corporate, or a firm that is a legal person under the law by which it is governed, is—

(a) corporate or firm name;

(b) a service address.

Power to amend the required information

(113C)

(1) The Secretary of State may by regulations—

(a) make provision changing the required information about a member for the purposes of this Chapter;

(b) repeal section 113A (3) .

(2) The provision that may be made in regulations under subsection (1)(a) includes provision amending this Chapter.

(3) The consequential provision that may be made in regulations under subsection (1)(a) by virtue of section 1292(1) also includes provision amending section 50 of the Economic Crime and Corporate Transparency Act 2023.

(4) Regulations under subsection (1) are subject to affirmative resolution procedure.

Duty on new members to notify required information

(113D)

(1) A person who becomes a member of a company must provide the company with the required information about the member (see sections 113A and 113B ).

(2) Subsection (1) does not apply if or to the extent that—

(a) the person has already provided the information to the company, or

(b) the person becomes a member of the company on its incorporation and the information is contained in the application for the registration of the company.

(3) A person must comply with this section within the period of two months beginning with the date on which the person became a member.

Duty on member to notify changes to required information

(113E)

(1) A person who is a member of a company must give notice to the company of any change in the required information about the member (see sections 113A and 113B ).

(2) The notice must specify the date on which the change occurred.

(3) A person must comply with this section within the period of two months beginning with the date on which the change occurred.

Power for company to require information from members

(113F)

(1) A company may, for the purposes of ensuring that its register of members includes the information that it is required to include, require a member or former member of the company to provide any of the required information about the member or former member (see sections 113A and 113B ).

(2) The notice must require the recipient to comply with it within the period of one month beginning with the date on which the notice is given.

Failure to comply with section 113D , 113E or 113F

(113G)

(1) A person who, without reasonable excuse, fails to comply with section 113D or 113E commits an offence.

(2) A person who, without reasonable excuse, fails to comply with a notice under section 113F commits an offence.

(3) Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.

(4) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;

(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.

Basic false statement offences in connection with sections 113D to 113F

(113H)

(1) A person commits an offence if, in purported compliance with section 113D or 113E and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.

(2) A person commits an offence if, in purported compliance with a notice under section 113F and without reasonable excuse, the person makes a statement that is misleading, false or deceptive in a material particular.

(3) Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.

(4) A person guilty of an offence under this section is liable—

(a) on summary conviction in England and Wales, to a fine;

(b) on summary conviction in Scotland, to a fine not exceeding level 5 on the standard scale;

(c) on summary conviction in Northern Ireland, to a fine not exceeding level 5 on the standard scale.

Aggravated false statement offences in connection with sections 113D to 113F

(113I)

(1) A person commits an offence if, in purported compliance with section 113D or 113E , the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.

(2) A person commits an offence if, in purported compliance with a notice under section 113F , the person makes a statement that the person knows to be misleading, false or deceptive in a material particular.

(3) Where an offence under subsection (1) or (2) is committed by a firm, the offence is also committed by every officer of the firm who is in default.

(4) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales, to imprisonment for a term not exceeding the general limit in a magistrates’ court or a fine (or both);

(ii) in Scotland, to imprisonment for a term not exceeding 12 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum;

(iii) in Northern Ireland, to imprisonment for a term not exceeding 6 months or a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fifth of the statutory maximum.

Duty to keep index of members

(6) Section 115 (index of members)—

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

(b) is renumbered section 113J.

(7) In that section as renumbered—

(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 ”)” ;

(b) for subsection (3) substitute—

(3) The index must include the same details of a person’s name or title as are entered in the register of members.

(8) Before section 114 insert—

Inspection etc of register and index of members

(9) Before section 121 insert—

Removal of entries from register of members

(10) In section 123 (single member companies)—

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

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

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

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

(1A) The company may not register the transfer under subsection (1)(a) unless satisfied that it has the information that it is required to enter in its register of members in relation to the transferee.

Section 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—

(1) If a company’s register of members—

(a) does not include information that it is required to include, or

(b) includes information that it is not required to include,

the person aggrieved, or any member of the company, or the company, may apply to the court for rectification of the register.

Section 48 Register of members: protecting information

(1) The Companies Act 2006 is amended as follows.

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

This is subject to any restriction imposed by regulations under section 120A (protected material).

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

(4A) Subsection (4) is subject to any restriction imposed by regulations under section 120A (protected material).

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

(2A) Subsections (1) and (2) are subject to any restriction imposed by regulations under section 120A (protected material).

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

(2A) Subsections (1) and (2) do not apply to an alteration that relates to information that the company is required to refrain from disclosing by virtue of regulations under section 120A (protected material).

(6) After section 120 of the Companies Act 2006 insert—

Power to make regulations protecting material

(120A)

(1) The Secretary of State may by regulations—

(a) require a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations;

(b) confer power on the registrar, on application, to make an order requiring a company to refrain from using, or refrain from disclosing, individual membership information except in circumstances specified in the regulations.

(2) “ Individual membership information ” means information that—

(a) relates to an individual who is a member or former member of the company, and

(b) is required to be entered in the company’s register of members or index of members’ names.

(3) Regulations under subsection (1)(b) may make provision as to—

(a) who may make an application;

(b) the grounds on which an application may be made;

(c) the information to be included in and documents to accompany an application;

(d) how an application is to be determined;

(e) the notice to be given of an application and its outcome;

(f) the duration of and procedures for revoking the restrictions on use and disclosure.

(4) Provision under subsection (3) may in particular—

(a) confer a discretion on the registrar;

(b) 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.

(5) Regulations under this section are subject to affirmative resolution procedure.

(6) Nothing in this section or in regulations made under it affects the use or disclosure of information about a person in any other capacity (for example, the use or disclosure of information about a person in that person’s capacity as an officer of the company).

Offence of failing to comply with regulations under section 120A

(120B)

(1) If a company contravenes a restriction on the use or disclosure of information imposed by virtue of regulations under section 120A , an offence is committed by—

(a) the company, and

(b) every officer of the company who is in default.

(2) A person guilty of an offence under this section is liable on summary conviction—

(a) in England and Wales, to a fine;

(b) 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-tenth of level 5 on the standard scale.

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

(aa) any application or other document delivered to the registrar under regulations under section 120A (protection of individual membership information);

Section 49 Register of members: removal of option to use central register

(1) The Companies Act 2006 is amended as follows.

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

(a) section 112A;

(b) Chapter 2A of Part 8.

(3) After section 128 insert—

Transitional provision where information kept on central register

(128ZA)

(1) Where an election is made under section 128B (option to keep information on central register) at any time before the repeal of that section by the Economic Crime and Corporate Transparency Act 2023—

(a) the company must enter in its register of members all of the information that it would have had to enter in that register if the election had never been made (but see subsection (2) ), and

(b) the duty imposed by paragraph (a) is to be treated as having been imposed by the provision which would have required the information to be entered on the register if the election had never been made.

(2) Where, by virtue of section 128E(3)(a), (b) or (c), information delivered to the registrar while the election was in force did not include a date that, but for the election, the company would have had to enter in its register of members (a “relevant date”), the relevant date is to be treated as being the date recorded by the registrar under section 1081(1A).

(4) Schedule 1 contains consequential amendments.

Section 50 Membership information: one-off statement

(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.

(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.

(3) For this purpose “ the relevant membership information ” means—

(a) in relation to a traded company—

(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

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

(b) in relation to a non-traded company—

(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

(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.

(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).

(5) In this section—

“ confirmation statement ” has the meaning given by section 853A(1)(b) of the Companies Act 2006;

“ non-traded company ” has the meaning given by section 853F(2) of that Act;

“ the appointed day ” means such day as the Secretary of State may by regulations appoint for the purposes of this section;

“ traded company ” has the meaning given by section 853G(2) and (3) of that Act.

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