These regulations implement consequential amendments to existing legislation following the passage of the Economic Crime and Corporate Transparency Act 2023.
The primary changes involve updating company law around director identification verification, the information publicly available, and modifying requirements for authorized corporate service providers.
The regulations also restrict public access to certain director identity verification statements to enhance data protection and security, affecting both primary company law and secondary legislation related to money laundering, partnerships, and insolvency.
Arguments For
Streamlining Company Administration: The regulations simplify company administration by removing redundancies and inconsistencies following the 2023 Act's changes.
Enhanced Data Security: Restrictions on public access to identity verification statements improve data security and protect individuals' privacy.
Improved Regulatory Cohesion: The amendments ensure consistency and coherence within the broader legal framework governing company law and related areas.
Legal Consistency: The amendments reflect and implement the changes to company law mandated by the Economic Crime and Corporate Transparency Act 2023, delivering on the Parliament's intended changes. The implementation maintains consistency across multiple acts and regulations.
Evidence cited: The regulations explicitly cite the enabling powers under sections of the Limited Partnerships Act 1907, Companies Act 2006, Sanctions and Anti-Money Laundering Act 2018, and Economic Crime and Corporate Transparency Act 2023.
Implementation Method: The regulations utilize the established method of amending primary and secondary legislative instruments, ensuring legal clarity and compliance.
Arguments Against
Potential for unintended consequences: Amendments to complex legislation may create unforeseen complexities or inconsistencies in practice, affecting company operations or administrative procedures.
Implementation challenges: Implementing the changes across multiple acts and regulations may prove administratively complex and resource-intensive for relevant government departments and private organizations.
Impact on Access to Information: The limitations on public access to certain information could potentially hinder transparency and scrutiny of company activities, potentially leading to concerns about accountability.
Alternative approaches: A more gradual or phased approach to implementing the changes could have been considered, minimizing potential disruption.
Unintended effects: The removal of redundancy might create unexpected administrative burdens for certain organizations due to new cross-references or procedures.
The Secretary of State makes these Regulations in exercise of the powers conferred by sections 7A(1)(a) and (3) and 38(1)(b) of the Limited Partnerships Act 1907¹ sections 1082(1) and (2)(c)(i), 1088(2)(a), 1098C(5)(a) and 1110F(1)(c) of the Companies Act 2006², sections 49(1)(a) and (b) and 54(2)(a) of, and paragraph 4(1) of Schedule 2 to, the Sanctions and Anti-Money Laundering Act 2018³ and sections 153(1)(c) and 216(1) and (2)(a) of the Economic Crime and Corporate Transparency Act 2023⁴.In accordance with sections 7A(5) and 38(3) of the Limited Partnerships Act 1907, sections 1082(5), 1088(10), 1098C(6), 1110F(2) and 1290 of the Companies Act 2006, section 55(5)(d) of the Sanctions and Anti-Money Laundering Act 2018 and section 217(5)(c) and (i) of the Economic Crime and Corporate Transparency Act 2023, a draft of this instrument has been laid before and approved by a resolution of each House of Parliament.
The Secretary of State created these regulations citing various sections within multiple acts of Parliament as their legal basis.These include the Limited Partnerships Act 1907, Companies Act 2006, Sanctions and Anti-Money Laundering Act 2018 and the Economic Crime and Corporate Transparency Act 2023.
A draft was presented to and approved by both houses of Parliament, fulfilling procedural requirements.
Part 1IntroductoryCitation, commencement and extent1.(1)These Regulations may be cited as the Economic Crime and Corporate Transparency Act 2023 (Consequential, Incidental and Miscellaneous Provisions) Regulations 2025.(2)These Regulations come into force at the same time as section 43 of the Economic Crime and Corporate Transparency Act 2023 (prohibition on director acting unless ID verified)⁵ comes into force.(3)These Regulations extend to England and Wales, Scotland and Northern Ireland.Interpretation2.In these Regulations “the 2006 Act” means the Companies Act 2006.
Part 1 provides introductory information.
The regulations are officially titled the 'Economic Crime and Corporate Transparency Act 2023 (Consequential, Incidental and Miscellaneous Provisions) Regulations 2025'.
They come into effect concurrently with section 43 of the Economic Crime and Corporate Transparency Act 2023, and apply across all four nations of the UK. The term '2006 Act' is officially defined as the Companies Act 2006 within the scope of these regulations.
Part 2Amendments to legislationAmendments to primary legislation3.Schedule 1 contains amendments to primary legislation.Amendments to secondary legislation4.Schedule 2 contains amendments to secondary legislation.
Part 2 outlines that amendments made to primary and secondary legislation are detailed in Schedules 1 and 2 respectively.
Primary legislation refers to Acts of Parliament, while secondary legislation comprises regulations and orders created under the authority of those acts.
Part 3Identity verification statements unavailable for inspectionMaking existing director identity verification statements unavailable for inspection5.The registrar⁶ must not make available for public inspection any statement that is delivered to the registrar in accordance with any requirements imposed by regulations made under section 4(3)(a) of, or section 220(1) and paragraph 3(2)(a) of Schedule 2 to, the Economic Crime and Corporate Transparency Act 2023 (identity verification of directors).Making identity verification statements of protected individuals unavailable for inspection6.(1)The registrar must not make available for public inspection any statement that is delivered to the registrar in accordance with regulation 10 of the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025⁷, where the individual to which the statement relates is a protected individual.(2)In this regulation—“protected individual” means an individual in respect of whom the registrar is required to omit secured information from the material on the register under regulation 33 of the Register of People with Significant Control Regulations 2016⁸;“secured information” has the meaning given in regulation 2 of the Register of People with Significant Control Regulations 2016.
Part 3 addresses the public accessibility of director identity verification statements.
It mandates that the registrar (the Companies House) must not release certain statements for public viewing.
This applies to statements submitted under various sections of the Economic Crime and Corporate Transparency Act 2023.
Additionally, it specifies that statements related to 'protected individuals' (as defined by the Register of People with Significant Control Regulations 2016) are also exempt from public access.
This section focuses on safeguarding sensitive personal information.
SchedulesSchedule 1Amendments to primary legislationRegulation 3Companies (Audit, Investigations and Community Enterprise) Act 20041.(1)The Companies (Audit, Investigations and Community Enterprise) Act 2004⁹ is amended as follows.(2)In section 45 (appointment of director)—(a)in subsection (8), for “section 167(1)(a) of the Companies Act 2006 (requirement that company notify change among directors to registrar)” substitute “section 167G(1) of the Companies Act 2006 (duty to notify registrar of change in directors)”;(b)in subsection (9), for “section 167(1)(a)” substitute “section 167G(6)”.(3)In section 46(12) (removal of director) for “section 167(1)(a) of the Companies Act 2006 (requirement that company notify change among directors to registrar)” substitute “section 167G(1) of the Companies Act 2006 (duty to notify registrar of change in directors)”.Companies Act 20062.(a)in subsection (1)—(i)at the end of paragraph (e) omit “and”;(ii)after paragraph (e) insert—“(ea)any registration number allocated to the firm in respect of its registration in a register maintained under regulation 54 or 55 of the Money Laundering Regulations, and”;(iii)in paragraph (f), for “the register” substitute “any other register”;(b)in subsection (2)—(i)at the end of paragraph (c) omit “and”;(ii)at the end of paragraph (d) insert “, and”;(iii)after paragraph (d) insert—“(e)any registration number allocated to the individual in respect of their registration in a register maintained under regulation 54 or 55 of the Money Laundering Regulations.”;(c)after subsection (4) insert—“(4A)For the purposes of this section “Money Laundering Regulations” has the meaning given by section 1098B(8) (application to become authorised corporate service provider).”.
Schedule 1 details amendments to primary legislation.
Specifically, it modifies the Companies (Audit, Investigations and Community Enterprise) Act 2004, updating references to sections within the Companies Act 2006 to reflect changes in legislation.
It also amends section 1098C of the Companies Act 2006, requiring applicants for authorized corporate service provider status to supply any allocated registration numbers from registers maintained under the Money Laundering Regulations.
This ensures compliance with anti-money laundering regulations for businesses dealing with company registration.
Schedule 2Amendments to secondary legislationRegulation 4The European Economic Interest Grouping Regulations 19891.(a)In regulation 5 of the European Economic Interest Grouping Regulations 1989 (managers (Article 19(2) of the EC Regulation))¹¹—in paragraphs (3)(a) and (b), for “section 163”, in each place it occurs, substitute “section 167J”;(b)in paragraph (3)(b), for “section 164” substitute “section 167K”;(c)omit paragraph (3A).The European Public Limited-Liability Company Regulations 20042.(1)The European Public Limited-Liability Company Regulations 2004¹² are amended as follows.(2)In regulation 79 (register of members of supervisory organ)—(a)in paragraph (3)(a), omit “or”;(b)omit paragraph (3)(b);(c)omit paragraph (10).(3)In regulation 85 (registration of a public company by the conversion of a UK Societas)—(a)in paragraph (3)(a), for “section 163” substitute “section 167J”;(b)in paragraph (3)(b), for “section 164” substitute “section 167K”;(c)omit paragraph (4);(d)in paragraph (6)(a), for “section 277” substitute “section 279J”;(e)in paragraph (6)(b), for “section 278” substitute “sections 279K and 279L”;(f)omit paragraph (7).The Register of People with Significant Control Regulations 20163.(1)The Register of People with Significant Control Regulations 2016 are amended as follows.(2)Omit regulation 5 (modification for persons covered by section 790C(12) of the Act).(3)In paragraphs (b) and (d) of regulation 18 (content of a warning notice), for “or 790E” substitute “, 790DA, 790E or 790EA”.(4)In regulation 20 (failure to comply with a section 790D or 790E notice: valid reason) and in the heading to that regulation, for “or 790E” substitute “, 790DA, 790E or 790EA”.The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 20164.(1)The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016¹³ are amended as follows.(2)Omit regulations 5 and 6 (modification of the Act in its application to SEs).The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 20175.(1)The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017¹⁴ are amended as follows.(2)In regulation 28 (customer due diligence measures), for paragraph (9) substitute—“(9)Relevant persons do not satisfy their requirements under paragraph (4) by relying solely on information delivered to the registrar under any enactment that requires information to be delivered to the registrar about registrable persons, registrable relevant legal entities or registrable beneficial owners.(9A)In paragraph (9)—“registrable beneficial owner” has the meaning given in section 4(5) (application for registration) of, and Schedule 2 (registrable beneficial owners) to, the Economic Crime (Transparency and Enforcement) Act 2022¹⁵;“registrable person” has the meaning given in section 790C(4) (key terms) of the Companies Act 2006¹⁶, including as that definition is applied under any enactment;“registrable relevant legal entity” has the meaning given in section 790C(8) of the Companies Act 2006¹⁷, including as that definition is applied under any enactment;“registrar” means—(a)in relation to information delivered to the registrar under Part 1 (registration of overseas entities) of the Economic Crime (Transparency and Enforcement) Act 2022, the registrar of companies for England and Wales;(b)in relation to information delivered to the registrar under any other enactment, the registrar referred to in section 1060(3) (the registrar) of the Companies Act 2006.”.(3)In regulation 30A (requirement to report discrepancies in registers)—(a)for paragraph (3) substitute—“(3)A material discrepancy referred to in paragraphs (2) and (2B) must be reported—(a)if it relates to a firm of a type described in paragraph (1)(a) to (d), to the registrar referred to in section 1060(3) of the Companies Act 2006;(b)if it relates to a trust of a type described in paragraph (1)(e), to the Commissioners;(c)if it relates to an overseas entity of a type described in paragraph (1)(f), to the registrar of companies for England and Wales.”;(b)omit paragraph (7);(c)after paragraph (8) insert—“(9)In this regulation “the register” means—(a)in relation to a customer which is of the type described in paragraph (1)(a), the register within the meaning of section 1080(2) of the Companies Act 2006;(b)in relation to a customer which is a firm of a type described in paragraph (1)(b) to (d), the records of information mentioned in section 1080(1)(a) of the Companies Act 2006 relating to such firm;(c)in relation to a customer which is an overseas entity of a type described in paragraph (1)(f), the register referred to in section 3(1) of the Economic Crime (Transparency and Enforcement) Act 2022.”.
Schedule 2 details amendments to several pieces of secondary legislation.
This includes updating section references within the European Economic Interest Grouping Regulations 1989 and the European Public Limited-Liability Company Regulations 2004 to align them with the changes in the Companies Act 2006.
The Register of People with Significant Control Regulations 2016, and the European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016, are also amended to remove outdated provisions.
Further changes are made to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, clarifying definitions and procedures concerning customer due diligence and reporting of discrepancies.
These amendments ensure consistency across regulations and reflect the changes to the core legislation in the Companies Act 2006.
The Scottish Partnerships (Register of People with Significant Control) Regulations 20176.(1)The Scottish Partnerships (Register of People with Significant Control) Regulations 2017¹⁸ (“the 2017 Regulations”) are amended as follows.(2)In regulation 2, in the definition of “the register”, for “means the register kept by the registrar under section 1080 of the Companies Act 2006” substitute “has the meaning given in section 1080(2) of the Companies Act 2006, as applied to eligible Scottish partnerships by regulation 58A”.(3)After regulation 58 insert—“58A.Section 1080(2) of the Companies Act 2006 applies to eligible Scottish partnerships, modified so that it reads as follows—“(2)The records relating to eligible Scottish partnerships are referred to collectively as “the register”.”.(4)In regulation 61, in section 1087 of the 2006 Act (material not available for inspection) as applied in relation to information delivered to the registrar by eligible Scottish partnerships by that regulation, for subsection (1) substitute—“(1)The following material must not, so far as it forms part of the register, be made available by the registrar for public inspection—(a)any application or other document delivered to the registrar under section 1098B, 1098D or 1098E or regulations made under section 1098G (authorised corporate service providers);(b)any document delivered to the registrar under regulations made under section 1110B;(c)any other material which is excluded from public inspection by or under any enactment.”.
Further amendments are made to the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, clarifying the definition of 'the register' and aligning it with the Companies Act 2006 and specifying which materials are not subject to public inspection.
The modifications ensure that the Scottish regulations remain consistent with changes in the overarching UK legislation.
The Information Sharing (Disclosure by the Registrar) Regulations 20247.(1)The Information Sharing (Disclosure by the Registrar) Regulations 2024¹⁹ are amended as follows.(2)In regulation 2—(a)after the definition of “the 1989 Order” insert—““the 2001 Regulations” means the Limited Liability Partnerships Regulations 2001²⁰;“the 2004 Regulations” means the Limited Liability Partnerships Regulations (Northern Ireland) 2004²¹;”;(b)after the definition of “the Companies Acts” insert—““LLP” means a limited liability partnership within the meaning given by section 1 of the Limited Liability Partnerships Act 2000²²;”.(3)In regulation 3 (specified persons to whom information may be disclosed)—(a)after paragraph (a) insert—“(aa)a person acting as an insolvency practitioner within the meaning of section 388(1)(a) of the 1986 Act, as applied to LLPs by regulation 5(2) of, and Schedule 3 to, the 2001 Regulations or of Article 3(1)(a) of the 1989 Order, as applied to LLPs by regulation 5 of, and Schedule 3 to, the 2004 Regulations;”;(b)after paragraph (c) insert—“(ca)the official receiver as defined by section 399(1) of the 1986 Act, as applied to LLPs by regulation 5(2) of, and Schedule 3 to, the 2001 Regulations and a person appointed in accordance with Article 355(1) of the 1989 Order, as applied to LLPs by regulation 5 of, and Schedule 3 to, the 2004 Regulations;”.(4)In regulation 4 (non-public purposes for which information may be disclosed to specified persons)—(a)in paragraph (1)(b), omit “, including as applied to limited liability partnerships by the Limited Liability Partnerships Regulations 2001”;(b)after paragraph (1) insert—“(1A)A reference in paragraph (1) to—(a)the 1986 Act includes that Act as applied to LLPs by regulation 5(2) of, and Schedule 3 to, the 2001 Regulations;(b)the 1989 Order includes that Order as applied to LLPs by regulation 5 of, and Schedule 3 to, the 2004 Regulations;”;(c)in paragraph (7), omit the definition of “limited liability partnerships”.The Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 20258.For regulation 31 of the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 substitute—“Requirement to deliver statements about the unique identifier31.(1)Where a statement is delivered under any of the provisions mentioned in paragraph (2) that an individual’s identity is verified, the statement must include a statement of the individual’s unique identifier²³.(2)The provisions are—(a)section 12(2A) of the 2006 Act;(b)section 12B(2) of that Act;(c)section 167G(3)(c) of that Act;(d)section 790LB(1) of that Act;(e)section 790LM(2) of that Act;(f)section 790LN(2) of that Act;(g)section 1067A(1)(b) of that Act;(h)section 1067A(2) of that Act;(i)section 1098B(2)(c) of that Act;(j)regulations made under section 4(3)(a) of the Economic Crime and Corporate Transparency Act 2023; and(k)regulations made under paragraph 3(2)(a) of Schedule 2 to that Act.”.
Amendments are also made to the Information Sharing (Disclosure by the Registrar) Regulations 2024, adding definitions relating to limited liability partnerships (LLPs) and clarifying the circumstances under which information can be disclosed, particularly concerning insolvency procedures for LLPs.
Finally, regulation 31 of the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 is replaced, requiring that any statement verifying an individual's identity should include their unique identifier.
These changes ensure information sharing aligns with the updated legal framework for company registration and insolvency.
Explanatory Note(This note is not part of the Regulations)Part 2 of these Regulations makes amendments to primary and secondary legislation which are consequential on changes made to company law by the Economic Crime and Corporate Transparency Act 2023 (c. 56) (“the 2023 Act”), which removed the requirement for companies to maintain their own local registers of directors, secretaries and persons with significant control.Regulation 3 of, and Schedule 1 to, the Regulations make consequential amendments to the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) and amend the Companies Act 2006 (c. 46) to require a person applying to be an authorised corporate service provider to provide a registration number, if they have been allocated one in respect of a register maintained under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (S.I. 2017/692).Regulation 4 of, and Schedule 2 to, the Regulations make consequential amendments to various pieces of secondary legislation. They also amend the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 (S.I. 2025/50) so that a statement that is delivered to the registrar confirming that an individual’s identity is verified must also include that individual’s unique identifier, and they amend the Information Sharing (Disclosure by the Registrar) Regulations 2024 (S.I. 2024/1378) so that the registrar can disclose information to persons and for purposes relating to the insolvency of limited liability partnerships.Part 3 of these Regulations makes provision requiring the registrar not to make certain identity verification statements available for public inspection.A full Impact Assessment has not been prepared for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.
The explanatory note summarizes the regulations' purpose.
It clarifies that Part 2 makes changes to primary and secondary legislation due to amendments in company law from the Economic Crime and Corporate Transparency Act 2023.
The note details the specific pieces of legislation affected in Schedules 1 and 2.
Importantly, it highlights that the changes to the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 require inclusion of unique identifiers in identity verification statements, and that the Information Sharing (Disclosure by the Registrar) Regulations 2024 are updated regarding disclosure of information for LLP insolvency.
Finally, the note states that a full impact assessment was deemed unnecessary due to the anticipated minimal effect on various sectors.