Proposed amendments
410 amendments across 107 provisions
Clause 1 6
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“Objective 4 is to prevent companies and others from—
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In Objective 2 the reference to “the register” includes any records kept by the registrar under any enactment.”
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“Objective 5
Clause 2 2
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After subsection 1, insert—
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Clause 4 5
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“Information about subscribers
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a statement by the individual as to whether they are subscribing on behalf of, or subject to, the direction of another person, and if the individual is—
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a statement by an officer of the body corporate whether they are subscribing on behalf of, or subject to, the direction of another person, and if they are—
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Clause 6 2
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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—
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Clause 7 2
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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—
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Clause 14 6
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The Secretary of State must publish the details of any direction issued under subsection (2B) on the registrar’s website.”
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The Secretary of State must publish the details of any direction issued under subsection (3A) on the registrar’s website.”
Clause 18 2
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The Secretary of State must publish the details of any direction issued under subsection (4) on the registrar’s website.”
Clause 19 2
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The Secretary of State must publish the details of any direction issued under subsection (4) on the registrar’s website.”
Clause 29 1
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An address is not an “appropriate address” if—
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Clause 30 1
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Clause 36 7
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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),
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after subsection (3) insert—
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“11B Designated persons: requirement to notify the registrar
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“Power to impose director disqualification sanctions
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“Disqualification of persons designated under sanctions legislation: GB
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Clause 38 6
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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),
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after paragraph (3) insert—
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In Article 22 (register of disqualification orders and undertakings), in paragraph (3), after sub-paragraph (c) insert—
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Amendment text
“Disqualification of persons designated under sanctions legislation: NI
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Clause 40 3
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“P is subject to director disqualification sanctions within the meaning of section 11A of the Company Directors Disqualification Act 1986.
Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (exceptions and licences).”
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“P is subject to director disqualification sanctions within the meaning of Article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002.
Section 15(3A) of the Sanctions and Anti-Money Laundering Act 2018 (exceptions and licences).”
Clause 46 10
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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.
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after subsection (8) insert—
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“113BA Required information about members: nominees
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“113BA Required information about members: shareholding threshold
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“Register of members: information to be included and powers to obtain it
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a statement by the individual as to whether they are holding the shares on behalf of, or subject to, the direction of another person, and if they are—
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Amendment text
a statement by an officer of the body corporate as to whether they are holding the shares on behalf of, or subject to, the direction of another person, and if they are—
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Clause 47 1
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Clause 49 2
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The Secretary of State may by regulations—
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Clause 51 4
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““the appointed day” means such day as the Secretary of State may by regulations appoint for the purposes of this section;”
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“Disclosure of control of 5% or more of shares in a private or public company
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Clause 52 1
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“Disclosure of shares held by nominee
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Clause 53 3
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“False statements about persons with significant control
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“Checks on persons with significant control status
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“Disclosure of shares held by nominee
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Clause 54 2
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Electronic documents delivered to the registrar under this section must comply as to accuracy, completeness and consistency with the registrar’s requirements.”
Clause 55 2
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“Use or disclosure of profit and loss accounts for certain companies
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Electronic documents delivered to the registrar under this section must comply as to accuracy, completeness and consistency with the registrar’s requirements.”
Clause 56 1
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“Correct formatting of electronic content
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Clause 61 1
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“Duty to deliver information about exemption from Part 21A
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Clause 63 9
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A verification statement must also specify the authorised corporate service provider’s supervisory authority or authorities for the purposes of the Money Laundering Regulations.
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In this section—
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Clause 64 15
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the registrar is not required by subsection (4A) to refuse the application.
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provide for circumstances in which the registrar may suspend a person’s status as an authorised corporate service provider pending a decision by the registrar under regulations made by virtue of paragraph (a).
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The registrar must carry out a risk assessment in relation to any authorised corporate service provider to establish whether the verification of identity by the authorised corporate service provider is likely to give rise to a risk of economic crime.
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No verification statement may be made by an authorised corporate service provider unless—
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The Secretary of State must by regulations make provision for the evidence required to verify an individual’s identity for the purposes of subsection (2)(a) to include—
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Clause 65 5
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A person who is an authorised corporate service provider must provide a public annual risk assessment, and summary of fees charged, to assure the registrar that they have properly and accurately carried out the verification process at a proportionate cost.”
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Any authorised corporate service provider registering companies must—
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“1098H Duty to provide information
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create a list of Standard Industrial Classification codes that are “high-risk”, which by virtue of being on this list require an additional statement from a corporate service provider detailing who accepts ultimate legal liability for any unpaid taxes, invoices or other duties;”
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“Report on the authorisation of foreign corporate service providers
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Clause 66 1
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after “may” insert “by regulations”;”
Clause 67 2
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Clause 68 4
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“Registrar’s power to strike off company registered on false basis
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Clause 69 2
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In section 9 (registration documents), omit subsection (3).”
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After section 1067 insert—
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Clause 70 3
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Clause 77 1
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Clause 81 1
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Clause 82 3
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Regulations under this section may in particular confer a discretion on the registrar.”
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Clause 88 2
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Regulations under this section may in particular confer a discretion on the registrar.”
Clause 89 5
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As part of the risk-based approach under subsection (1), the registrar must carry out a risk assessment to identify where the information it holds might give rise to a matter of concern.
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The Secretary of State may by regulations make provision requiring the registrar—
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Clause 90 2
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any function of the Secretary of State under or in connection with regulations under section 1 of the Sanctions and Anti-Money Laundering Act 2018 that make provision in connection with licences of the kind mentioned in section 15(3A) of that Act;”
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As part of the risk-based approach under subsection (1), the registrar must carry out a risk assessment to identify where the information it holds might give rise to a matter of concern.
Clause 91 3
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In section 243 (permitted disclosure by registrar), for subsection (6) substitute—
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“Reporting requirements
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“Fees and penalties
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Clause 94 2
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The Secretary of State may by regulations—
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Clause 99 1
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“Overseas companies: international co-operation
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Clause 101 2
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proceedings have been brought against the person for that offence in respect of that conduct and the proceedings are ongoing, or
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Clause 102 4
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Regulations under this section may in particular confer a discretion on the registrar.”
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Fund for the purposes of tackling economic crime
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“Retention of fees by economic crime enforcement agencies
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Clause 103 1
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Regulations under this section may in particular confer a discretion on the registrar.”
Clause 104 1
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Regulations under this section may in particular confer a discretion on the registrar.”
Clause 105 1
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“Reporting requirement (registrar’s objectives)
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Clause 106 4
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“Reporting requirement (registrar’s objectives)
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“Publication of information about trustees
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“Beneficial owners in overseas territories
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“Requirement to notify registrar of change of auditor
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Clause 107 1
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In this section “the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.”
Clause 116 2
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A general partner in a limited partnership is “disqualified under the directors disqualification legislation” if—
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in subsection (8), at the appropriate place insert—
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Clause 117 4
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The registered officer of a general partner in a limited partnership is “disqualified under the directors disqualification legislation” if—
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be accompanied by a statement by the individual who is the proposed registered officer confirming that the individual—
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who is one of the general partner’s managing officers,
Clause 119 1
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Clause 120 2
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Clause 123 1
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Clause 130 3
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“Sequestration of limited partnerships: concurrent winding up proceedings
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“Winding up of limited partnerships: concurrent proceedings
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“Power to make provision about winding up
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Clause 132 1
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Clause 133 1
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“Limited partnerships: registration of persons of significant control
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Clause 134 2
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Clause 135 1
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“Limited partnerships: registration of persons of significant control
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Clause 136 3
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Clause 142 6
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Clause 146 1
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Clause 147 2
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“Limited partnerships required to have at least one partner who is a natural person
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“Limited liability partnerships required to have at least one member who is a natural person
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Clause 149 2
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“Limited partnerships required to have at least one partner who is a natural person
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“Limited liability partnerships required to have at least one member who is a natural person
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Clause 150 7
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Regulations made by the Department under this Article are subject to negative resolution.”
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The provision which may be made by regulations made by the Department by virtue of paragraph (5) includes provision amending provision made by or under Northern Ireland legislation, whenever passed or made.”
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The Secretary of State must obtain the consent of the Department before making regulations under this Article.”
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Clause 153 1
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“Registration of information about trusts
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Clause 155 5
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“Updating register of overseas entities before undertaking a property transaction
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“Updating register of overseas entities
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“Verification of registrable beneficial owners and managing officers
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“Applications for removal
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the entity has not provided a statement to the registrar that all the information held on the register is up to date and accurate.”
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Clause 157 4
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any information required by paragraph 4(2)(c) of Schedule 6 (information about beneficiaries).”
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Clause 158 1
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“Information about changes in beneficiaries under trusts
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Clause 160 3
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“Registrable beneficial owners: nominees
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“Updating the register of overseas entities
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“Persons with control over qualifying estates
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Clause 162 9
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any application or other document delivered to the registrar under regulations under section 23(1A) (disclosure of protected trusts information);”
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the disclosure is permitted by regulations under subsection (1A).
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In this section “protected trusts information” means—
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“24 Consultation about regulations under section 23
Clause 163 3
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“Overseas entities: further information for transitional cases
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Regulations under this section may in particular confer a discretion on the registrar.”
Clause 165 1
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Regulations under this section may in particular confer a discretion on the registrar.”
Clause 166 3
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The Secretary of State must obtain the consent of the Scottish Ministers before making regulations under this section that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.
Clause 169 2
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“Review of definition of cryptoassets
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“Financial penalties: interaction with offences
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Clause 170 1
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“““the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;”
Clause 171 2
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“Money laundering: offences of failing to disclose
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In section 21 of the Land Registration etc. (Scotland) Act 2012 (application for registration of deed), the subsection (5) inserted by the Economic Crime (Transparency and Enforcement) Act 2022 is renumbered subsection (4A).”
Clause 172 4
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A requirement in paragraph (a), (b) or (c) of subsection (2) may be satisfied by the carrying out of the action required by the paragraph in question before this section comes into force.”
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an authorised NCA officer has reasonable grounds to believe that the request was made only for the purpose of assisting the foreign FIU to conduct one or both of the following—”
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“Publication of information about trustees
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Clause 173 2
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A requirement in paragraph (a), (b) or (c) of subsection (2) may be satisfied by the carrying out of the action required by the paragraph in question before this section comes into force.”
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an authorised NCA officer has reasonable grounds to believe that the request was made only for the purpose of assisting the foreign FIU to conduct one or both of the following—”
Clause 174 1
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“HMRC anti-money laundering function
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Clause 176 1
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“Strategic lawsuits against public participation
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Clause 180 17
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constitutes the offences of fraud, false accounting, money laundering or offences under any binding sanctions regime, whether at common law or in primary or secondary legislation,”
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“Failure to prevent fraud: miscellaneous
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“Guidance about preventing fraud offences
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“Offences under section (Failure to prevent fraud) committed by partnerships
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“Section (Failure to prevent fraud): large organisations
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“Fraud offences: supplementary
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“Failure to prevent fraud
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“Failure to prevent fraud: minor definitions
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in section (Failure to prevent fraud) (1), after “A relevant body” insert the words “which is a large organisation”, and”
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“Duty to disclose funds and economic resources
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“Suspicious Activity Reporting: risk rating
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Clause 181 5
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the failure is in relation to the use or threat of using litigation against another person or entity which has the intention or effect of suppressing the publication of information, or of removing information already published, likely to be relevant to the prevention or detection of economic crime, or”
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for professional misconduct as referred to in subsection (1)(b), where the misconduct is in relation to the use or threat of using litigation against another person or entity with intent to suppress the publication of information, or of removing information already published, likely to be relevant to the prevention or detection of economic crime.”
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Provision made by virtue of sub-paragraph (2) may in particular refer to a list of countries published by the Financial Action Task Force as it has effect from time to time.”
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in subsection (2), for the first “which” substitute “made during the period of 6 months beginning with the day on which the Economic Crime and Corporate Transparency Act 2023 is passed if the instrument”;
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“HMRC anti-money laundering function
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Clause 182 1
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“Payment of legal fees using proceeds of crime
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Clause 183 2
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subject to legal professional privilege and the professional principles, promoting the prevention and detection of legal activity which involves facilitation or collusion in economic crime.”
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“Strategic lawsuits against public participation
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Clause 184 1
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Clause 185 1
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“Regulatory failure to prevent economic crime and failure to prevent facilitation of economic crime
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Clause 187 38
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“Sanctions enforcement: monetary penalties
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“Whistleblowing: economic crime
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“Unexplained Wealth Orders and Vulnerable Adults
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“Failure to prevent facilitation of fraud
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Unexplained Wealth Orders
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constitutes the offences of fraud, false accounting, money laundering or offences under any binding sanctions regime, whether at common law or in primary or secondary legislation,”
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“Failure to Prevent an Economic Criminal Offence (1)
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Failure to Prevent an Economic Criminal Offence (2)
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“Failure to prevent criminal financial offences in the UK
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constitutes an offence—
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“Offence of failure to prevent fraud (including false accounting), money laundering or sanctions evasion
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“Corporate attribution for (or amendment to identification doctrine relating to) economic crime offences
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“Failure to prevent fraud, false accounting or money laundering: individual liability
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Home Office review of the Tier 1 (Investor) visa scheme: publication
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Power to strike out certain claims
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“International Anti-Corruption Court
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Meaning of “SLAPP” claim
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“Duty to report on economic crime resourcing and performance
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“Attributing criminal liability for economic crimes to certain bodies
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Disclosure of information in the public interest likely to be relevant to the investigation of economic crime
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Power to amend list of economic crimes
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“Economic crime: power to strike out statement of case for abuse of process
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“UN convention on global tax evasion
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“Civil recovery: costs of proceedings
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“Economic Crime Committee of Parliament
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“Economic crime fund
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“Compensation for victims of economic crime
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“Report on the economic crime investigation and prosecution framework
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“Report on the Serious Fraud Office
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“Register of beneficial ownership: Investment Zones
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“Register of beneficial ownership: freeports
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“Offences under section (Attributing criminal liability for economic crimes to certain bodies) committed by partnerships
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“Duty to disclose funds and economic resources
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Clause 188 7
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A relevant body is also guilty of an offence under subsection (1) if—
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For the purposes of this section a person is also associated with a relevant body if the person is an employee of a subsidiary undertaking of the relevant body; but for the purpose of determining whether an offence is committed by virtue of this subsection, subsection (1) has effect with the omission of paragraph (b) (and the “or” preceding it).”
Clause 189 6
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regulations made by the Secretary of State under section (Fraud offences: supplementary) (1);
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For regulations made under this Act by the Scottish Ministers, see section 27 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10) (Scottish statutory instruments).
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But subsection (4) does not apply to a statutory instrument that only contains regulations appointing the appointed day for the purposes of section 51.”
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Regulations made by the Scottish Ministers under section (Fraud offences: supplementary) (1) are subject to the affirmative procedure (see section 29 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10)).
Clause 190 7
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This Act extends to—
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Turnover
More than £10
million
Balance sheet
total
More than £3
million
Number of
employees
More than 25.
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The reference in subsection (1) to a relevant body does not include a relevant body which is a parent undertaking (as to which see section (Large organisations: parent undertakings)).”
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Before making regulations under subsection (5) or (6) the Secretary of State must consult—
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“Large organisations: parent undertakings
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Clause 191 2
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“Commencement
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“Transitional provision
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Clause 193 2
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“Parent undertaking” has the same meaning as in the Companies Acts (see section 1162 of the Companies Act 2006).”
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“Subsidiary undertaking” has the same meaning as in the Companies Acts (see section 1162 of the Companies Act 2006).”
Clause 194 8
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“Update on the Fraud Strategy
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“Failure to take reasonable steps: individual liability of senior managers
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“Failure to prevent fraud and money laundering: miscellaneous
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“Failure to prevent fraud and money laundering: minor definitions
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“Guidance about preventing fraud and money laundering offences
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“Offences under section (Failure to prevent fraud and money laundering) committed by partnerships
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“Other economic crime offences: supplementary
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“Failure to prevent fraud and money laundering
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Clause 195 2
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for professional misconduct as referred to in subsection (1)(b), where the misconduct is in relation to the use or threat of using litigation against another person or entity with intent to suppress the publication of information, or of removing information already published, likely to be relevant to the prevention or detection of economic crime.”
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the failure is in relation to the use or threat of using litigation against another person or entity which has the intention or effect of suppressing the publication of information, or of removing information already published, likely to be relevant to the prevention or detection of economic crime, or”
Clause 197 1
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subject to legal professional privilege and the professional principles, promoting the prevention and detection of legal activity which involves facilitation or collusion in economic crime.”
Clause 199 1
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“Regulatory failure to prevent economic crime and failure to prevent facilitation of economic crime
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
Clause 201 1
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“Report on the economic crime investigation and prosecution framework
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
Clause 202 8
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“Civil recovery: costs of proceedings
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Failure to Prevent an Economic Criminal Offence (1)
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Failure to Prevent an Economic Criminal Offence (2)
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“Failure to prevent criminal financial offences in the UK
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“Offence of failure to prevent fraud (including false accounting), money laundering or sanctions evasion
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Corporate attribution for (or amendment to identification doctrine relating to) economic crime offences
Only the heading is published via the Bills API — the full text of this new clause/schedule is set out in the marshalled Amendment Paper.
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“Failure to prevent fraud, false accounting or money laundering: individual liability
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“Whistleblowing: economic crime
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Clause 204 4
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regulations made by the Secretary of State under section (Power to amend list of economic crimes)(1);”
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Clause 205 2
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Sections (Strategic litigation against public participation: requirement to make rules of court) and (Meaning of “SLAPP” claim) extend to England and Wales only.”
Clause 206 3
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section (Attributing criminal liability for economic crimes to certain bodies) and Schedule (Criminal liability of bodies: economic crimes);
Schedule 2 31
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In section 790C (key terms), omit subsection (10).”
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After section 790C insert—
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For sections 790D and 790E substitute—
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“790LA Duty to notify registrar of confirmed persons with significant control
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“790LBA Duty to notify registrar of unconfirmed persons with significant control
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“Duty to notify registrar of changes in required particulars”
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has had confirmation that there has been a change in the required particulars of a registrable person, or a registrable relevant legal entity, in relation to the company (see section 790K), and
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A notice under subsection (1) must be given within the period of 14 days beginning with the day on which the company had confirmation as mentioned in that subsection.”
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“Duty to notify registrar of person ceasing to be person with significant control etc”
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“790LCA Duty to notify of pre-incorporation changes in required particulars
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“790LCB Duty to notify registrar when person ceases to have significant control
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“790LDA Duty to notify registrar if company ceases to have persons with significant control
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compliance with Chapter 2 by the company or any person to whom the company has given a notice under that Chapter (including provision requiring a company to provide the registrar with a copy of any such notice, whether on request or otherwise).”
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The provision that may be made by regulations under subsection (1) includes provision amending this Part.
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Schedule 1B (enforcement of disclosure requirements in relation to persons with significant control) is amended as follows.
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if the person 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 specifying—
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Schedule 6 16
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“SCHEDULE 5A
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In subsection (2), for “131A” substitute “131ZB(3), 131A(3) or 131AA(2)”
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“SCHEDULE 5A
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No regulations may be made under sub-paragraph (1) after the end of the period of two years beginning with the day on which the Economic Crime and Corporate Transparency Act 2023 is passed.”
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The Secretary of State must consult the Scottish Ministers before making regulations under sub-paragraph (1) that contain provision that would be within the legislative competence of the Scottish Parliament if contained in an Act of that Parliament.”
Schedule 7 6
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“Amendments to the UK Borders Act 2007
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In section 453C of the Proceeds of Crime Act 2002 (obstruction offence in relation to immigration officers), in subsection (3), after paragraph (g) insert—
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“RECOVERY OF CRYPTOASSETS: FREEZING ORDERS”
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“RECOVERY OF CRYPTOASSETS: SEARCHES, SEIZURE AND DETENTION”
Schedule 8 3
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The Secretary of State may not make regulations under subsection (7) unless the Secretary of State has—
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Schedule 9 3
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“SCHEDULE 10
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An offence under section (Failure to prevent fraud) of this Act (failure to prevent fraud).”
Schedule 10 2
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“SCHEDULE
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Schedule 11 1
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“Money laundering offences