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The Register of Overseas Entities (Disclosure and Dispositions) Regulations 2023

S.I. 2023/344 · Made 20 March 2023 · Extends to United Kingdom

Up to date with all changes known to legislation.gov.uk, revised to 7 April 2026.

Companies

Land Registration, England And Wales

Made at 3.03 p.m. on 20th March 2023

Laid before Parliament at 5.00 p.m. on 20th March 2023

Coming into force in accordance with regulation 1(2)

The Secretary of State makes the following Regulations in exercise of the powers conferred by sections 23(3)(b), 24(2) and (3)(a) and 67(2) of the Economic Crime (Transparency and Enforcement) Act 2022f1 and paragraph 5(2) of Schedule 4A to the Land Registration Act 2002f2.

Annotations to the whole text

Footnotes

f1

2022 c. 10.

f2

2002 c. 9. Schedule 4A was inserted by paragraph 3 of Schedule 3 to the Economic Crime (Transparency and Enforcement) Act 2022.

Contents

  1. Part 1: Introductory
  2. 1Citation and commencement
  3. 2Extent
  4. 3Interpretation
  5. Part 2: Disclosure
  6. 4Permitted disclosure of the required information about trusts
  7. 5Permitted disclosure of protected information
  8. Part 3: Consent to registration of dispositions
  9. 6Who may apply for consent
  10. 7Applications for consent
  11. 8Notification of a determination
  12. 9Matters relating to an application made under regulation 7
  13. Signature
  14. Schedule: Specified Persons
  15. 1Paragraph 1
  16. 2Paragraph 2
  17. 3Paragraph 3
  18. 4Paragraph 4
  19. 5Paragraph 5
  20. 6Paragraph 6
  21. 7Paragraph 7
  22. 8Paragraph 8
  23. 9Paragraph 9
  24. 10Paragraph 10
  25. 11Paragraph 11
  26. 12Paragraph 12
  27. 13Paragraph 13 Repealed
  28. 14Paragraph 14
  29. 15Paragraph 15
  30. 16Paragraph 16
  31. 17Paragraph 17
  32. 18Paragraph 18
  33. 19Paragraph 19
  34. 20Paragraph 20
  35. 21Paragraph 21
  36. 22Paragraph 22
  37. 23Paragraph 23
  38. 24Paragraph 24
  39. 25Paragraph 25
  40. 26Paragraph 26
  41. 27Paragraph 27
  42. 28Paragraph 28
  43. 29Paragraph 29
  44. 30Paragraph 30
  45. 31Paragraph 31
  46. 32Paragraph 32
  47. 33Paragraph 33
  48. 34Paragraph 34
  49. 35Paragraph 35
  50. 36Paragraph 36
  51. 37Paragraph 37
  52. 38Paragraph 38
  53. 39Paragraph 39
  54. 40Paragraph 40
  55. 41Paragraph 41
  56. 42Paragraph 42
  57. 43Paragraph 43
  58. 44Paragraph 44
  59. 45Paragraph 45
  60. 46Paragraph 46
  61. 47Paragraph 47
  62. 48Paragraph 48
  63. 49Paragraph 49
  64. 50Paragraph 50
  65. 51Paragraph 51
  66. 52Paragraph 52
  67. 53Paragraph 53
  68. 54Paragraph 54
  69. Explanatory note

1Citation and commencementI1

(1)

These Regulations may be cited as the Register of Overseas Entities (Disclosure and Dispositions) Regulations 2023.

(2)

These Regulations come into force on 11th April 2023, except for Part 3 which comes into force on 5th June 2023.

2ExtentI1

These Regulations extend to England and Wales, Scotland and Northern Ireland, except for Part 3 which extends to England and Wales only.

3InterpretationI1

(1)

In these Regulations—

  • “the ECTEA” means the Economic Crime (Transparency and Enforcement) Act 2022;

  • “the LRA” means the Land Registration Act 2002;

  • “document” means information in any recorded form;

  • “land restriction” means a restriction entered under paragraph 3, or a prohibition of a disposition under paragraph 4(2), of Schedule 4A to the LRA;

  • “overseas entity” has the meaning given by section 2 of the ECTEA;

  • “overseas entity ID” has the meaning given by section 5 of the ECTEA;

  • “processor” means any person who provides a service which consists of putting information into data form or processing information in data form and reference to a processor includes a reference to the processor’s employees;

  • “qualifying estate” has the meaning given in paragraph 1 of Schedule 4A to the LRA;

  • “the required information about trusts” means information delivered to the registrar by virtue of sections 4(3), 7(3) or (4), or 9(3) or (4) of the ECTEA.

  • “registrar” has the meaning given in section 3(1) of the ECTEA;

  • “protected information” means the information to which section 24(1) of the ECTEA applies;

  • “specified person” means a person who has functions of a public nature and is specified in the Schedule to these Regulations;

(2)

“Functions of a public nature” includes—

(a)

any function conferred by or in accordance with any provision contained in any enactment or subordinate legislation;

(b)

any similar function conferred on persons by or under provisions having effect as part of the law of a country or territory outside the United Kingdom; and

(c)

any function exercisable in relation to the investigation of any criminal offence or for the purpose of any criminal proceedings.

(3)

Any reference to disclosure for the purposes of facilitating the carrying out of functions of a public nature includes disclosure in relation to, or for the purpose of, any proceedings whether civil, criminal or disciplinary in which the specified public authority engages while carrying out its functions of a public nature.

4Permitted disclosure of the required information about trustsI1

(1)

The registrar may disclose to any specified person the required information about trusts for the purposes of section 23 of the ECTEA.

5Permitted disclosure of protected informationI1

(1)

Subject to paragraph (2), the registrar may disclose to any specified person protected information for the purposes of section 24 of the ECTEA.

(2)

The registrar may only disclose protected information if—

(a)

the specified person has delivered to the registrar a statement that the disclosure of protected information is for the purpose of facilitating the carrying out by that specified person of functions of a public nature (“the permitted purpose”);

(b)

unless the specified person is the National Crime Agency, Secret Intelligence Service, Security Service or Government Communications Headquarters, the specified person has delivered to the registrar a statement that, where it supplies a copy of protected information to a processor for the purpose of processing that protected information for use in respect of the permitted purpose, the specified person will—

(i)

ensure that the processor is one who carries on business in the United Kingdom or the European Economic Area;

(ii)

require that the processor does not transmit the protected information outside the area comprising the United Kingdom and the European Economic Area; and

(iii)

require that the processor does not disclose the protected information except to that specified person or an employee of that specified person;

(c)

the specified person has delivered any information or evidence required by the registrar for the purpose of enabling the registrar to determine in accordance with these Regulations whether to disclose the protected information; and

(d)

the specified person has complied with any requirement by the registrar to confirm the accuracy of the statements, information or evidence pursuant to these Regulations.

6Who may apply for consentI1 E+W

An application under regulation 7 may be made by—

(a)

a person to whom the disposition of a qualifying estate was made; or

(b)

a person acting on behalf of the person to whom paragraph (a) applies.

7Applications for consentI1 E+W

(1)

An application to the Secretary of State for consent to the registration of a disposition of a qualifying estate that would otherwise be prohibited by a land restriction must—

(a)

state the applicant’s name;

(b)

state the applicant’s address;

(c)

state the applicant’s email address;

(d)

include the following in relation to the qualifying estate—

(i)

the title number of the parent title;

(ii)

the address, including the post code;

(e)

include the name of the overseas entity which is the proprietor of the qualifying estate;

(f)

if available, include the overseas entity ID of the overseas entity referred to in sub-paragraph (e);

(g)

include a statement explaining why the applicant considers that the Secretary of State should consent for the registration of the disposition of the qualifying estate;

(h)

if the applicant is a person referred to in regulation 6(b), a statement explaining how the applicant is acting on behalf of the person referred to in regulation 6(a).

(2)

An application referred to in paragraph (1) must also be accompanied by any documents or information which support the application.

8Notification of a determinationI1 E+W

As soon as is reasonably practicable after determining an application made under regulation 7, the Secretary of State must notify the outcome of the application to the applicant.

9Matters relating to an application made under regulation 7I1 E+W

(1)

For the purpose of determining an application made under regulation 7, the Secretary of State may direct the applicant to provide additional information or evidence within a specified period.

(2)

Where an applicant does not provide additional information or evidence within the period specified in the direction referred to in paragraph (1), the Secretary of State may dismiss the application and must notify the applicant of the decision.

Signature

Kevin Hollinrake

Parliamentary Under Secretary of State

Department for Business and Trade

At 3.03 p.m. on 20th March 2023

1I1

The Bank of England.

2I1

The Charity Commission.

3I1

The Charity Commission for Northern Ireland.

4I1

The Commissioners for Her Majesty’s Revenue and Customs.

5I1

The Competition and Markets Authority.

6I1

The Crown Office and Procurator Fiscal Services.

7I1

The Director of Public Prosecutions.

8I1

The Director of Public Prosecutions for Northern Ireland.

9I1

The Financial Conduct Authority.

10I1

The Food Standards Agency.

11I1

The Gas and Electricity Markets Authority.

12I1

The Gambling Commission.

13F1

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14I1

The Government Communications Headquarters.

15I1

The Health and Safety Executive.

16I1

The Health and Safety Executive for Northern Ireland.

17I1

The Marine Management Organisation.

18I1

The Minister for the Cabinet Office.

19I1

The National Crime Agency.

20I1

The Northern Ireland Authority for Utility Regulation.

21I1

Any Northern Ireland Department.

22I1

The Office of Communications.

23I1

The Office of the Information Commissioner.

24I1

The Office for Nuclear Regulation.

25I1

The Office of the Scottish Charity Regulator.

26I1

The Official Receiver for Northern Ireland.

27I1

The Panel on Takeovers and Mergers.

28I1

The Pensions Regulator.

29I1

The Prudential Regulation Authority.

30I1

The Registry of Credit Unions and Industrial and Provident Societies for Northern Ireland.

31I1

The Regulator of Community Interest Companies.

32I1

The Scottish Housing Regulator.

33I1

The Scottish Ministers.

34I1

The Security Industry Authority.

35I1

The Secret Intelligence Service.

36I1

The Secretary of State.

37I1

The Security Service.

38I1

The Serious Fraud Office.

39I1

The Treasury.

40I1

The Treasury Solicitor.

41I1

The Welsh Ministers.

42I1

A local authority within the meaning of section 54(2) of the Companies Act 2006.

43I1

An official receiver appointed under section 399 of the Insolvency Act 1986f1 (appointment, etc, of official receivers).

44I1

A person acting as an insolvency practitioner within the meaning of section 388 of the Insolvency Act 1986f1 (meaning of “act as an insolvency practitioner”) or article 3 of the Insolvency (Northern Ireland) Order 1989f2 (“act as an insolvency practitioner”).

45I1

An inspector appointed under Part 14 of the Companies Act 1985f1 (investigation of companies and their affairs: requisition of documents) or a person appointed under regulation 30 of the Open-Ended Investment Companies Regulations 2001f2 (power to investigate) or regulation 30 of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004f3.

46I1

Any person authorised to exercise powers under section 447 of the Companies Act 1985 (power to require documents and information), or section 84 of the Companies Act 1989f1 (exercise of powers by officers, etc).

47I1

Any person exercising functions conferred by Part 6 of the Financial Services and Markets Act 2000f1 (official listing).

48I1

A person appointed to make a report under section 166 or 166A (reports by skilled persons) of the Financial Services and Markets Act 2000f1.

49I1

A person appointed to conduct an investigation under section 167 (appointment of persons to carry out general investigations) or 168(3) or (5) (appointment of persons to carry out investigations in particular cases) of the Financial Services and Markets Act 2000.

50I1

A person appointed under section 284 (power to investigate) of the Financial Services and Markets Act 2000.

51I1

A police force within the meaning of section 101(1) of the Police Act 1996f1.

52I1

The Police Service of Northern Ireland.

53I1

The Police Service of Scotland.

54I1

The lead enforcement authority (as defined in section 24A of the Estate Agents Act 1979f1) exercising functions under the Estate Agents Act 1979.

Explanatory note

(This note is not part of the Regulations)

These Regulations make provision in relation to when protected date of birth and residential address information, as well as the required information about trusts, may be disclosed by the registrar of companies for England and Wales to specified persons who have functions of a public nature.

Regulation 4 permits the registrar to disclose the required information about trusts to specified persons.

Regulation 5 permits the registrar to disclose protected information to specified persons and sets out conditions which must be met by those specified persons before protected information can be disclosed to them.

The Schedule sets out a list of specified persons.

These regulations contain provisions made under paragraph 5 of Schedule 4A to the Land Registration Act 2002, which provides that the Secretary of State may consent to the registration of a disposition of land that would otherwise by prohibited by a land restriction.

Regulation 6 specifies who may make an application to the Secretary of State for consent to register a disposition.

Regulation 7 specifies what information must be included in an application to the Secretary of State.

Regulation 8 provides that the Secretary of State must notify the applicant of the outcome of the application.

Regulation 9 provides further matters relating to an application, including the ability for the Secretary of State to direct the applicant to provide further information or evidence to support their application.

An impact assessment has not been published for these Regulations as they have no impact on costs for business, the public or voluntary sector independent of the provisions these Regulations bring into force. Full impact assessments have been published in relation to the Economic Crime (Transparency and Enforcement) Act 2022 and copies of the impact assessment relating to the Register of Overseas Entities can be obtained from https://publications.parliament.uk/pa/bills/cbill/58-02/0262/RegisterofOverseasEntitiesImpactAssessment.pdf. A hard copy can be obtained by writing to the Department for Business and Trade at 1 Victoria Street, London, SW1H 0ET, United Kingdom.