On 15 March 2023 the draft Register of Overseas Entities (Definition of Foreign Limited Partner, Protection and Rectification) Regulations 2023) were published. The draft regulations will amend aspects of the Register of Overseas Entities (ROE) regime which was introduced by Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (ECTEA).
Protection
The draft regulations will lower the bar for applicants who want to keep protected information out of the public domain.
At present, individuals who are registrable beneficial owners or managing officers of an overseas entity (OE) can apply to have their information made unavailable for public inspection or disclosure by the Registrar of Companies, but they must show that the OE's activities, or one or more of the individual's characteristics or personal attributes when associated with that OE, will put them or someone living with them at serious risk of violence or intimidation.
The draft regulations will remove the need to show that the risk arises from the individual's association with the relevant OE. Instead, they will allow an application on the basis that the applicant reasonably believes that if protected information is available for public inspection or disclosed by the Registrar, the individual or someone living with them would be at serious risk of being subjected to violence or intimidation.
The amendments will also allow an application to be made where the relevant individual's usual residential address is on the register. There is no need to show risk to the relevant individual in this case.
Foreign Limited Partner
The draft regulations prescribe the characteristics of a "foreign limited partner" which is a concept relevant to establishing who are an OE's registrable beneficial owners. They set out the characteristics of a foreign limited partner together with details of what constitutes a "foreign limited partnership" and a "limited liability participant".
Removal of material from the ROE
The draft regulations provide a process for applications to remove material from the ROE on the grounds that it:
- derives from something that was done without the OE's authority, in which case only the relevant OE can make the application; or
- derives from anything invalid or ineffective, or is factually inaccurate, or is derived from something that is factually inaccurate or forged (in which case the application can be made by the OE, the person who delivered the material to the Registrar, the person to whom the material relates or a law enforcement authority).
If you have any questions about the ROE regime, or would like to read our client guide on it, please get in touch with your usual Howard Kennedy contact.
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