The Register of Overseas Entities (Penalties and Northern Ireland Dispositions) Regulations 2023
UK Statutory Instrument 2023 No. 696 — creates 1 criminal offence.
- Made
- 22 June 2023
- In force from
- 23 June 2023
- Extent
- Not stated
- Subject
- Corporate, financial services, company law, employment, charity, electoral and tax
- Made under
- Economic Crime (Transparency and Enforcement) Act 2022
Explanatory note
(This note is not part of the Regulations) — published with the instrument by the department that made it. © Crown copyright, reused under the Open Government Licence v3.0.
These Regulations make provision relating to the register of overseas entities (“the register”) kept by the registrar of companies for England and Wales (“the registrar”) in accordance with Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (c. 10). The provisions relate to financial penalties, appeals, and enforcement. The Regulations also amend the Land Registration Act (Northern Ireland) 1970, to provide for the registration of otherwise unregistrable dispositions in Northern Ireland. Part 2 confers power on the registrar to impose a financial penalty on a person if satisfied beyond reasonable doubt that the person has engaged in conduct amounting to an offence under Part 1 of that Act. Regulations 4 and 5 describe the process by which the registrar may issue warning notices and penalty notices. They also set out when the registrar may issue either type of notice, the required contents and information about relevant time periods regulation 6 allows the registrar to vary or revoke the penalty notice as the registrar considers appropriate subject to certain conditions and regulation 7. Regulation 7 provides rules for imposing and calculating penalties under a penalty notice, and states that amounts recovered by the registrar under these Regulations are to be paid into the Consolidated Fund. Part 3 makes provision for the route of appeal against a financial penalty imposed under regulations 5 or 6(3) and sets out the substantive grounds of appeal, procedural rules, and the court’s powers in relation to the appeal. Part 4 makes provision for the enforcement of the financial penalties imposed. Regulation 9 allows the registrar to recover the financial penalty (with any accrued interest) after the expiry of the period stated in the penalty notice, if no appeal has been brought, or, if an appeal has been determined or withdrawn. It also describes how the financial penalty is treated for recovery purposes in England and Wales, Northern Ireland, and Scotland. Part 5 amends Schedule 8A to the Land Registration Act (Northern Ireland) 1970. Schedule 8A was inserted by Schedule 5 to the Economic Crime (Transparency and Enforcement) Act 2022 and makes provision about the ownership of registered land by overseas entities and the registrable dispositions they make. Regulation 10(2) inserts new paragraph 4A into Schedule 8A to the Land Registration Act (Northern Ireland) 1970. Sub-paragraph (1) of new paragraph 4A provides that the Secretary of State may consent to the registration of a disposition that would otherwise be incapable of registration because it would be prohibited by an inhibition entered under paragraph 3 or by paragraph 4 of Schedule 8A. The Secretary of State must be satisfied that, at the time of the disposition, the person to whom it was made did not know, and could not reasonably have been expected to know, that the disposition could not be registered. The Secretary of State must also be satisfied that in all the circumstances it would be unjust for the disposition not to be registered. Sub-paragraph (2) of new paragraph 4A provides that the Secretary of State may make regulations in connection with applications for consent under paragraph 4A(1) and these regulations may, for example, set out who may apply, the evidence required to be produced, and time limits (paragraph 4A(3)). Such regulations are subject to the negative resolution procedure (paragraph 4A(4)). Paragraphs (3) and (4) of regulation 10 introduce a new exception to the prohibition on registration of certain dispositions under paragraphs 3 and 4 of Schedule 8A, where the Secretary of State gives consent to registration of the disposition under new paragraph 4A. Regulation 10(5) amends paragraph 5(1) of Schedule 8A to make clear that the possibility of obtaining consent under paragraph 4A is to be disregarded in determining whether an overseas entity breaches the prohibition on making a registrable disposition of a qualifying estate which cannot be registered under paragraphs 3 or 4 of Schedule 8A.
Offences created by this instrument
- Penalties regulation 7(2) · Status not determined · Strict liability
What Parliament said about it
Contributions, debates and written statements mentioning this instrument by name. Parliamentary material is reused under the Open Parliament Licence v3.0.
- Draft Register of Overseas Entities (Penalties and Northern Ireland Dispositions) Regulations 2023
Commons · General Committees · 22 May 2023 · Kevin Hollinrake
Either way, if it were an entity established now or in future, it would be in breach of the legislation—it would be breaking the law by doing that, by not declaring who the beneficial owner was, in any circumstance. Whether that is through shareholders or directors, it is about the person with significant control. That person does not even have to have a shareholding to be a beneficial owner or a person with significant control, if they exert influence by other means. The legislation is in the right place, though enforcement is a different matter, of course, and we must ensure that the…
- Draft Register of Overseas Entities (Penalties and Northern Ireland Dispositions) Regulations 2023 Commons · General Committees · 22 May 2023
- Register of Overseas Entities (Penalties and Northern Ireland Dispositions) Regulations 2023
Lords · Grand Committee · 13 June 2023 · The Earl of Minto
That the Grand Committee do consider the Register of Overseas Entities (Penalties and Northern Ireland Dispositions) Regulations 2023.
- Register of Overseas Entities (Penalties and Northern Ireland Dispositions) Regulations 2023 Lords · Grand Committee · 13 June 2023
- Register of Overseas Entities (Penalties and Northern Ireland Dispositions) Regulations 2023 Lords · Lords Chamber · 20 June 2023
- Draft Economic Crime and Corporate Transparency Act 2023 (Consequential, Supplementary and Incidental Provisions) Regulations 2024 Draft Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024
Commons · General Committees · 14 March 2024 · Kevin Hollinrake
It is a pleasure to serve with you in the Chair, Ms Vaz. The first set of regulations were laid before the House on 30 January 2024, the second on 19 February 2024. These regulations form part of a series of secondary legislation needed to effectively implement the Economic Crime and Corporate Transparency Act 2023, which I will refer to as “the 2023 Act”. The measures effectively form the basis of a civil penalty regime and offer data- sharing help to ensure that we can fight economic crime. The 2023 Act is a landmark piece of legislation, which demonstrates the Government’s commitment to…
- Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024
Lords · Lords Chamber · 25 March 2024 · The Parliamentary Under-Secretary of State, Department for Business and Trade (Lord Offord of Garvel) (Con)
My Lords, before I begin, I draw noble Lords’ attention to my interests as set out in the register of interests, including as a person with significant control and shareholder of Cashmaster (Holdings) Ltd, Badenoch Investments, Badenoch & Co, Badenoch Partners, Badenoch Advisors, and the Badenoch Trust, as well as a shareholder of several other companies. These regulations were laid before the House on 19 February under the Economic Crime and Corporate Transparency Act 2023, which I will refer to hereafter as the 2023 Act. This Act is a prime example of the Government’s continued investment…
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