Economic Crime and Corporate Transparency Act 2023

PART 4Consequential amendments

21The Companies Act 2006 is amended as follows.

22(1)Section 12 (statement of proposed officers) is amended as follows.

(2)In subsection (1), for “particulars of” substitute “information about”.

(3)For subsection (2) substitute—

“(2)For the required information—

(a)in relation to proposed directors, see sections 167J and 167K;

(b)in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.”

23In section 12A (statement of initial significant control), for subsection (1) substitute—

“(1)The statement of initial significant control required to be delivered to the registrar must—

(a)state whether, on incorporation, there will be anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and

(b)include the required particulars of any such person.”

24(1)Section 95 (statement of proposed secretary) is amended as follows.

(2)In subsection (1), for “particulars of” substitute “information about”.

(3)For subsection (2) substitute—

“(2)For the required information in relation to proposed secretaries or joint secretaries, see sections 279J and 279K.”

25(1)Section 156 (direction requiring company to make appointment of director) is amended as follows.

(2)In subsections (4)(b) and (5), for “section 167” substitute “section 167G”.

(3)After subsection (5) insert—

“(5A)Nothing in subsection (4) or (5) affects the duty imposed by section 167G to give notice within the period mentioned in subsection (6) of that section.”

26In section 156B (power to provide for exceptions from requirement that each director to be a natural person), omit subsection (5).

27In section 156C (existing director who is not a natural person), for subsections (3) to (5) substitute—

“(3)If it appears to the registrar that, as a result of subsection (2), a company should have given notice under section 167G of a person having ceased to be a director but has failed to do so, the registrar must include a note in the register recording that fact.”

28In section 853B (duties to notify a relevant event)—

(a)for paragraph (c) substitute—

“(c)the duty to give notice of a change as mentioned in section 167G or 167H (changes in directors or required information about a director);”;

(b)omit paragraph (d);

(c)for paragraph (e) substitute—

“(e)the duty to give notice of a change as mentioned in section 279G or 279H (change in secretary or joint secretaries or in required information about a secretary or joint secretary);”;

(d)omit paragraphs (f) and (fa);

(e)for paragraph (g) substitute—

“(g)the duty to deliver anything as mentioned in section 790LA, 790LC, 790LD, 790LE, 790LF, 790LG or 790LH (information about persons with significant control);”.

29In section 1079B (duty to notify directors), in subsections (1)(b) and (2)(b), for “section 167 or 167D” substitute “section 167G”.

30In section 1136 (regulations about where certain company records to be kept available for inspection), in subsection (2), omit—

• “section 162 (register of directors);”

• “section 275 (register of secretaries);”

• “section 790M (register of people with significant control over a company);”

• “section 790Z (historic PSC register);”.

31In paragraph 4 of Schedule 5 (communications by a company)—

(a)in sub-paragraph (1)(d), for “the company’s register of directors” substitute “the register”;

(b)omit sub-paragraph (1A).

32In Schedule 8 (index of defined expressions), omit the entries relating to—

• “the central register”;

• “PSC register”;

• “register of directors”;

• “register of directors’ residential addresses”;

• “register of secretaries”.