The Economic Crime (Transparency and Enforcement) Act 2022 became law earlier this week: see here or here (pdf). The explanatory memorandum will be available here when published. Parts 1 and 2, not yet in force (secondary legislation is required), contain the framework for the new register of overseas entities owning land in the UK and will make changes to the unexplained wealth order regime. Part 3 makes changes to the sanctions regime, chapter 2 of which is already in force.
The Government has published its corporate transparency and register reform white paper: see here (pdf). As explained in the consultations preceding the white paper, the intention is to improve the quality and accuracy of information held on the register of companies by, for example, the introduction of new identity checks and providing the Registrar with new powers, include a power of query.
As part of the Government's corporate transparency and register reform programme, three consultations were published last week: [1] information on the register; [2] the powers of the registrar; and [3] prohibiting corporate directors. With the third consultation paper, the Government has said that it intends to implement the framework within section 87 of the Small Business, Enterprise and Employment Act 2015 which provides for a prohibition, with certain exceptions, on corporate directors. The consultation seeks views on the scope of these exceptions.
Judgment was delivered yesterday by Mrs Justice Cockerill in Bridgehouse (Bradford No.2) v BAE Systems Plc [2019] EWHC 1768 (Comm). The decision is an important one on the consequences that flow from a company's return to the Register of Companies under section 1024 of the Companies Act 2006...... The deeming provision [section 1028] will have very wide application indeed. It will be (as it has been in the authorities) taken to undo the automatic consequences of a removal from the register or dissolution which is later undone in circumstances to which the deeming provision applies. But there will be situations where consequences arise which are not automatic. A lease will become forfeit not because of the fact of the dissolution, but because, either consequent on that dissolution or independently of it, the lessee does not pay its rent. A contract will be repudiated for a similar reason and that repudiation will be accepted – as happened in Contract Services. Or, as in this case, a contractual party will have a choice as to whether to terminate a contract simply because of the removal from the register. The termination will not flow from, or be automatically a consequence of dissolution. It will occur where the party decides to make that decision and takes the step necessary to bring about that termination. Such consequences are, in my view, outwith the deeming provision."[The reference to Contract Services in this quotation is a typographical error in the judgment as it appears on BAILII; it ought to read Contract Facilities - shorthand for Contract Facilities Ltd v Rees [2002] EWHC 2939 (QB), one of the decisions cited in the judgment]. Update (19 July 2019) - a summary of the decision has been published by the ICLR: see here.
The Joint Parliamentary Committee appointed to conduct pre-legislative scrutiny of the Draft Registration of Overseas Entities Bill has published its final report: see here or here (pdf). The purpose of the Bill is to require all overseas entities owning land in the UK to identify and register information concerning their beneficial owners. The Committee concluded that the Bill is "timely, worthwhile, and, in large part, well drafted" but makes various recommendations for further improvement. A summary of these recommendations is available here.
The Department for Business, Energy and Industrial Strategy has published a consultation paper titled Corporate Transparency and Registration Reform: see here (pdf). The paper sets out reforms to the company incorporation process within the UK, in particular the information and checks that are necessary to ensure the accuracy of the information on the register concerning directors, shareholders and those with significant control.A draft of the Registration of Overseas Entities Bill has been published by the Department for Business, Energy and Industrial Strategy: see here. The Bill, when law, will provide for the framework requiring overseas entities owning land in the United Kingdom to register with Companies House and to provide information concerning their beneficial owners (and to update this information). Published alongside the Bill is a research report exploring the potential impacts of the proposed register: see here (pdf).
The Companies (Disclosure of Address) (Amendment) Regulations 2018 were made at the end of last month and are now in force: see here. The purpose of the Regulations is to amend the Companies (Disclosure of Address) Regulations 2009 in order to introduce a new confidentiality regime in respect of residential addresses held on the register of companies. No longer will it be necessary for an individual to show that that there is a serious risk of violence of intimidation arising from a company's activities in order to remove from the public register their residential address. Further information is available in the accompanying explanatory memorandum (here, pdf) and announcement from Companies House.
Companies House is reporting what it suggests is the first prosecution under section 1112 of the Companies Act 2006: see here. Under section 1112 an offence is committed where a person knowingly, or recklessly, provides the registrar with a document that is misleading, false or deceptive in a material particular. The case concerned an individual, Kevin Brewer, who as part of the incorporation process gave the names of directors and shareholders who had not consented to be involved in the companies. 
The Swiss Federal Council has begun a consultation on a Bill that will, amongst other things, require (a) the conversion of bearer shares into registered shares and (b) the introduction of a register of shareholders and beneficial owners: see here.
The Court of Appeal gave judgment late last month in Fox-Davies v Burberry Plc [2017] EWCA Civ 1129 (on appeal from [2015] EWHC 222 (Ch)). This is an important case on the right to inspect a company's register of members under section 116 of the Companies Act 2006 and, in particular, the circumstances in which an application will be regarded as "not sought for a proper purpose" under section 117.
The Scottish Partnerships (Register of People with Significant Control) Regulations 2017 were laid before Parliament last week. A copy of the Regulations is available here and here (pdf). The Regulations came into force today (although regulation 4 and regulation 81 will come into force on 24 July) and their effect is to require (a) Scottish Limited Partnerships and (b) General Scottish Partnerships where all partners are corporate bodies, to maintain a register of people with significant control.
The Court of Justice of the European Union gave judgment earlier this month in Camera di Commercio, Industria, Artigianato e Agricoltura di Lecce v Salvatore Manni (C-398/15). The court held that there was no 'right to be forgotten' in respect of information in company registers. It was, however, open to Member States to provide for restricted access to such data after a sufficiently long period has elapsed from the date of the company's dissolution. A summary of the decision is available here (pdf).
The Companies Documentation (Transgender Persons) Bill 2016-17 was introduced in Parliament earlier this week under the Ten Minute Rule procedure by the Rt Hon Nicky Morgan MP and received its first reading: see here. The purpose of the Bill, to quote directly from the Parliament website, is to "... enable transgender persons to apply to the registrar of companies for England and Wales for documentation relating to their change of name to be treated as protected information under the Gender Recognition Act 2004; and for connected purposes". A copy of the Bill is not yet available, but will be published closer to the time of its second reading.
The Ministry of Finance and the Accounting and Corporate Regulatory Authority are consulting on proposed amendments to the legislation governing companies and limited liability partnerships. Amongst the proposals are the following: introducing a new regime for foreign companies wishing to be domiciled in Singapore; removing the requirement for private companies to hold an annual general meeting; and requiring companies and LLPs to hold and maintain beneficial ownership information and to make this available, on request, to law enforcement agencies. For further information is available here.
Last month the Assistant Chief Minister, Senator Philip Ozouf, published a statement outlining Jersey's proposals for the creation of a new register of directors as well as changes to the information on beneficial ownership held on the central register: see here (pdf).
The ICLR has provided a summary of the recent High Court decision Gunewardena v Conran Holdings Ltd [2016] EWHC 2983 (Ch), an important and interesting case on the status of articles of association and the significance (or otherwise) of registration: see here. To quote from the summary:There was nothing in the statutory scheme in the Companies Act 1985, as amended, which vested articles provided to the registrar with the special quality of being the real articles for all purposes. If members resolved, on an amendment by special resolution, the articles, as amended, would become the new contract and the new articles and would essentially take effect as such immediately. Their status as articles did not depend on registration ... the actual sending of the documents to the Registrar of Companies, and their appearance thereafter on the register of the company, did not have the magical effect of making the relevant form the articles of the company if that form of articles did not accurately record the proper effect of special resolutions that had been passed".
The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2016 were commenced last month: see here (pdf). The Regulations implement the requirement in Article 30(1) of the Fourth Anti-Money Laundering Directive (Directive (EU) 2015/849) for corporate and other legal entities to hold adequate, accurate and current information on their beneficial ownership. Further information is available on the Companies Registration Office website.
Last month it was held by Mr Justice Jack, sitting in the Supreme Court, that the Registrar of companies and court did not have the power, under the Companies Act 2014 (pdf), to restore to the register a company that had been struck off under the Companies Act 1930 (pdf): see here (pdf). An appeal was promptly made and heard; and, a week or so ago, the Court of Appeal (Sir Colin Rimer JA, Dame Janet Smith JA and Dudley CJ) gave judgment: see here (pdf).
The court unanimously held that a company struck off the register under the 1930 Act (the predecessor of the 2014 Act) could be restored to the register, finding that a right of restoration continued, notwithstanding the repeal of the 1930 Act, in accordance with section 33 ("Effect of repeal") of the Interpretation and General Clauses Act 1962 (pdf). Further information, and clarification concerning the application process for restoration, has been provided by Companies House Gibraltar: see here (pdf).
