New Clause 8 - Disqualification for persistent breaches of companies legislation: GB

Economic Crime and Corporate Transparency Bill – in the House of Commons at 2:55 pm on 24th January 2023.

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“(1) Section 3 of the Company Directors Disqualification Act 1986 (disqualification for persistent breaches of companies legislation) is amended as follows.

(2) In subsection (1), for the words from ‘provisions of the companies legislation’ to the end substitute ‘relevant provisions of the companies legislation (see subsection (3B))’.

(3) In subsection (2), for ‘such provisions as are mentioned above’ substitute ‘relevant provisions of the companies legislation’.

(4) In subsection (3)—

(a) for ‘provision of that legislation’ substitute ‘such provision’;

(b) after paragraph (a) (but before the ‘or’ at the end of that paragraph) insert—

‘(aa) a financial penalty is imposed on the person in respect of such an offence by virtue of regulations under—

section 1132A of the Companies Act 2006, or

section 39 of the Economic Crime (Transparency and Enforcement) Act 2022,’

(5) After subsection (3A) insert—

‘(3B) In this section “relevant provisions of the companies legislation” means—

(a) any provision of the companies legislation requiring any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the registrar of companies,

(b) sections 167M and 167N of the Companies Act 2006 (prohibitions on acting as director where identity not verified or where there has been a failure to notify a directorship), and

(c) sections 790LM and 790LN of the Companies Act 2006 (persons with significant control: ongoing duties in relation to identity verification).’

(6) For subsection (4A) substitute—

‘(4A) In this section “the companies legislation” means—

(a) the Companies Acts,

(b) Parts A1 to 7 of the Insolvency Act 1986 (company insolvency and winding up), and

(c) Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 (registration of overseas entities).’”—(Kevin Hollinrake.)

This new clause replicates the effect of the amendments made by clauses 41(2) and 102(2) (which are left out by Amendments 7 and 15) and contains changes to ensure that a person can be disqualified for breaches of obligations under Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 etc.

Brought up, and read the First time.

Photo of Rosie Winterton Rosie Winterton Deputy Speaker (First Deputy Chairman of Ways and Means)

With this it will be convenient to discuss the following:

Government new clause 9—Disqualification on summary conviction: GB.

Government new clause 10—Disqualification for persistent breaches of companies legislation: NI.

Government new clause 11—Disqualification on summary conviction: NI.

Government new clause 12—A limited partnership’s registered office: consequential amendments.

Government new clause 13—Removal of limited partnership from index of names.

Government new clause 15—Reports on the implementation and operation of Parts 1 to 3.

New clause 16—Reporting requirement (objectives)—

“(1) The Secretary of State must publish an annual report assessing whether the powers available to the Secretary of State and the registrar are sufficient to enable the registrar to achieve its objectives under section 1081A of the Companies Act 2006 (inserted by section 1 of this Act).

(2) Each report must make a recommendation as to whether further legislation should be brought forward in response to the report.

(3) Each report must provide a breakdown of the registrar’s annual expenditure.

(4) Each report must contain the details of the steps the Registrar has taken to promote the registrar’s objectives under this Act; and

(5) Each report must provide annual data on the number of companies that have been struck-off by the registrar, the number and amount of fines the registrar has issued, and the number of criminal convictions made, and of cases of suspected unlawful activity identified by the registrar as a result of the registrar’s powers as set out in this Act.

(6) Each report must provide annual data on the number of cases referred by the registrar to law enforcement bodies and anti-money laundering supervisors.

(7) Each report must provide annual data on the total number of company incorporations to the registrar, and the number of company incorporations by authorised corporate service providers to the registrar.

(8) Each report must detail all instances in which exemption powers have been used by the Secretary of State, as introduced by this Act.

(9) The first report must be published within one year of this Act being passed.

(10) A further report must be published at least once a year.

(11) The Secretary of State must lay a copy of each report before Parliament.”

This new clause creates an obligation on the Secretary of State to submit an annual report to Parliament on progress of the reforms in this Bill, data on the register, breaches, use of exemption powers by the Secretary of State and penalties imposed.

New clause 17—Checks on persons with significant control status—

“(1) The Companies Act 2006 is amended as follows.

(2) After section 790LP (Offence of failing to comply with sections 790LI to 790LN) insert—

‘790LQ Duty to check person of significant control status

(1) This section applies when a registrable person’s identity is verified under section 1110A(1) and a risk assessment carried out under section 1062A(1A) has identified a matter of concern in relation to the registrable person.

(2) The registrar must take steps to ensure that the registrable person whose identity is being verified is a person with significant control over the company.

790LR Duty of registrar to cross-check identity of person with significant control

(1) This section applies where—

(a) the registrar has received—

(i) the information required by subsection (6) of section 853G (Duty to deliver shareholder information: certain traded companies), or

(ii) relevant membership information as required by subsection (2) of section 49 (Membership information: one-off confirmation statement) of the Economic Crime and Corporate Transparency Act 2023; and

(b) the risk assessment carried out under section 1062A(1A) has identified a matter of concern in relation to any of the information in paragraph (a).

(2) The registrar must carry out a further assessment to establish whether the people notified to the registrar as persons with significant control of the company are not people notified to the registrar as holding at least 5% shares of the company, and that the reason for the discrepancy is that the company is involved in economic crime.

(3) If following the assessment required by subsection (2) the registrar considers that there is a real risk that the people notified to the registrar as persons with significant control of the company are not people notified to the registrar as holding at least 5% shares of the company, the registrar must carry out the check required by subsection (4).

(4) If this subsection applies, the registrar must take steps to ascertain whether the people notified to the registrar as persons with significant control of the company are people notified to the registrar as holding at least 5% shares of the company.’”

This new clause creates a duty on the registrar to check whether the person declared as the “person of significant control” (PSC) does indeed have significant control of a company, by cross checking company records, on a risk-based approach.

New clause 18—Disclosure of control of 5% or more of shares in a public company—

“(1) This section applies to shareholdings in public companies as defined by section 4 of the Companies Act 2006.

(2) A person who controls 5% or more of the shares in a public company must declare this fact to the registrar.

(3) The duty in subsection (2) applies whether the person controls the shares directly or indirectly.

(4) The registrar may impose a penalty on any person who fails to comply with the duty in subsection (5).

(5) Subsection (6) applies where—

(a) a person has made declaration under subsection (2), and

(b) the registrar has identified a matter of concern under subsection 1062A(1A) of the Companies Act 2006 in relation to the person or the declaration.

(6) The registrar must—

(a) verify the identity of the person, and

(b) verify the number of shares the person claims to control.”

This new clause requires any person holding 5% or more shares in a public company to declare this fact, and empowers the registrar to penalise non-compliance.

New clause 19—Risk-based examination of accounts of dissolved companies—

“(1) The Companies Act 2006 is amended as follows.

(2) After section 1062A (analysis of information for the purposes of crime prevention and detection) insert—

‘1026B Risk-based examination of accounts of dissolved companies

(1A) In a case where the registrar’s risk assessment under section 1062A(1A) has identified a matter of concern in relation to a dissolved company, the registrar must examine the accounts of the dissolved company with a view to establishing whether any economic crime has been committed.

(1B) The registrar must share details of any evidence gathered under subsection (1A) with the relevant law enforcement agencies.’”

This new clause creates new duties for the registrar to examine the accounts of dissolved companies with a view to establish whether an economic crime has been committed, using a risk-based approach.

New clause 20—Fees and penalties—

“(1) Section 1063 (Fees payable to registrar) of the Companies Act 2006 is amended in accordance with subsections (2) to (4).

(2) Before subsection (1) insert—

‘(A1) The registrar must charge a fee of £100 for the incorporation of a company.

(B1) The Secretary of State must once a year amend the fee in subsection (A1) to reflect inflation.’

(3) In subsection (1)—

(a) after ‘fees’ insert ‘other than the fee in subsection (A1)’,

(b) in paragraph (a) after ‘functions’ insert ‘other than the incorporation of a company’.

(4) In subsection (5), in paragraphs (a) and (b) after ‘regulations’ insert ‘or subsection (A1)’.

(5) The Secretary of State must lay before Parliament a report examining the case for fees paid under section 1063 of the Companies Act 2003 being paid into a fund established for the purposes of tackling economic crime.

(6) The report must also examine the case for penalties received by the registrar under section 1132A of that Act being paid into the same fund.

(7) The report must be laid before Parliament within six months of this Act being passed.”

This new clause raises the fee to incorporate a company to £100 (amended annually for inflation), and requires the Secretary of State to report on the case for these fees, along with penalties received by the registrar, to be paid into a fund to be used for tackling economic crime.

New clause 22—Person convicted under National Minimum Wage Act not to be appointed as director—

“(1) The Company Directors Disqualification Act 1986 is amended as follows.

(2) After Clause 5A (Disqualification for certain convictions abroad) insert—

‘5B Person convicted under National Minimum Wage Act not to be appointed as director

(1) A person may not be appointed a director of a company if the person is convicted of a criminal offence under section 31 of the National Minimum Wage Act 1998 on or after the day on which section 32(2) of the Economic Crime and Corporate Transparency Act 2022 comes fully into force.

(2) It is an offence for such a person to act as director of a company or directly or indirectly to take part in or be concerned in the promotion, formation or management of a company, without the leave of the High Court.

(3) An appointment made in contravention of this section is void.’”

This new clause would disqualify any individual convicted of an offence for a serious breach of the National Minimum Wage Act 1998, such as a deliberate refusal to pay National Minimum Wage, from serving as a company director.

New clause 24—Application for administrative restoration to the register—

“In section 1024 of the Companies Act 2006 (application for administrative restoration to the register), for subsection (3) substitute—

‘(3) An application under this section may only be made by a former director, former member, former creditor or former liquidator of the company.’”

This new clause would make it possible for a creditor or liquidator to apply to restore a company administratively.

New clause 34—Report on the authorisation of foreign corporate service providers—

“(1) Within six months of the day on which this Act is passed, the Secretary of State must publish a report on the authorisation of foreign corporate service providers.

(2) The report in subsection (1) must include but is not limited to—

(a) the number of authorised corporate service providers with a head office based in a territory outside the United Kingdom,

(b) the number of foreign corporate service providers authorised as set out in section 1098I(1) of the Companies Act 2006, and

(c) the number of foreign corporate service providers identified in subsection (2)(b) by territory.”

This new clause creates an obligation for the Secretary of State to publish a report into the number of Authorised Corporate Service Providers with a head office based outside the United Kingdom and the number of foreign corporate service providers authorised by the regulations set out in new section 1098I(1) of the Companies Act 2006.

New clause 35—Supervisory functions of registrar—

“(1) The Companies Act 2006 is amended as follows.

(2) After section 1081A (inserted by section 1 of this Act) insert—

‘1081B Supervisory functions of registrar

(1) The registrar must carry out supervisory duties, and must uphold standards and compliance with money laundering and terrorist financing legislation.

(2) The Secretary of State must ensure that the registrar has adequate resources to enable them to carry out this new role.’”

This new clause seeks to make the Registrar an AML supervisor in their own right.

New clause 36—Integrity of the register—

“(1) The registrar must ensure that information set out in the register prior to the provisions of this Act coming into force is accurate, up to date, and meets the requirements set out in the Act.

(2) The duty under subsection (1) includes ensuring that each entry lists the unique identification number of the Director of a company.

(3) The registrar will also make an annual report to Parliament on the status of its work to update existing company registrations.

(4) The report under subsection (3) must include—

(a) information on how many existing company registrations the registrar has evaluated to check the accuracy of the information provided, and

(b) details of how many existing company registrations have still to be evaluated by the Registrar to check the accuracy of the information provided.”

This new clause seeks to ensure that existing company registrations contain accurate, up to date information. It also imposes a requirement for the Registrar to update Parliament on the progress of updating the register.

New clause 37—Prevention of continued trading for companies repeatedly declared insolvent—

“(1) A company may not be registered under the Companies Act 2006 if, in the opinion of the registrar, it is substantially similar to a company which has been subject to winding up procedures under the Insolvency Act 1986 on more than three occasions in the preceding five years.

(2) For the purposes of subsection (1), ‘substantially similar’ can include, but may not be limited to, a company having the same or similar—

(a) name;

(b) registered office;

(c) proposed officers; or

(d) principal business activities as another company.”

This new clause seeks to prevent companies from repeatedly becoming insolvent and then continuing to carry on the same business activities through a new company (the practice of “phoenixing”).

New clause 38—Bar on directors in breach of duties receiving public funds—

“(1) A company with a director or directors which are in breach of the general duties outlined in Chapter 2 of the Companies Act 2006, or who have been found to have committed statutory breaches of employment law or avoided taxation, may not receive Government provided funds or financial support, unless subsection (2) applies.

(2) A company whose director or directors meet the criteria outlined in subsection (1) may receive Government provided funds or financial support if such funds or support are provided solely and specifically for the direct benefit of the company’s employees.”

This new clause seeks to prevent directors who fail to comply with their duties as a company director or with employment law provisions and/or tax obligations from being able to access funds in instances where these funds are for the benefit of the company and not the company’s employees.

Amendment 104, in clause 1, page 2, line 13, at end insert—

“Objective 5

Objective 5 is to act proactively by—

(a) making full use of the information, intelligence and powers available to the registrar in order to identify issues of concern, and

(b) sharing information about any issues of concern with relevant public bodies and law enforcement agencies.

(4) In this section, an ‘issue of concern’ includes—

(a) inaccurate information,

(b) information that might create a false or misleading impression to members of the public,

(c) an unlawful activity.”

This amendment would insert a fifth objective requiring the registrar to act proactively.

Government amendments 1 to 9.

Amendment 108, in clause 62, page 46, line 41, at end insert

“and that the individual has signed a confirmation statement stating whether they already have a unique ID on the register.”

This amendment would add a requirement on ACSPs to confirm the individual they’re verifying has signed a confirmation statement stating whether they already have a unique ID on the register.

Amendment 101, page 46, line 41, at end insert—

“(2A) No verification statement may be made by an authorised corporate service provider until—

(a) the Treasury has laid before Parliament a report confirming that the Treasury’s reform of the UK’s anti-money laundering supervisory regime, as set out in the document entitled ‘Review of the UK’s AML/CFT regulatory and supervisory regime’ published by the Treasury in June 2022, has been completed and implemented; and

(b) the registrar has put in place a risk-based approach to review the work of authorised corporate service providers which includes spot checks of providers’ data to ensure providers are properly and accurately carrying out processes to verify identification documents and other data submitted by authorised corporate service providers.”

This amendment would ensure that Corporate Service Providers are not authorised to carry out ID verification until the consultation on anti-money laundering supervision announced by the Government is completed and implemented.

Amendment 103, in clause 63, page 52, leave out from line 20 to line 4 on page 53, and insert—

“1098H Duty to provide information

(1) The registrar must carry out a risk assessment in relation to any authorised corporate service provider to establish whether the verification of identity by the authorised corporate service provider is likely to give rise to a risk of economic crime.

(2) If the risk assessment identifies a real risk of economic crime, the registrar may—

(a) require an authorised corporate service provider to provide information to the registrar; or

(b) require a person who ceases to be an authorised corporate service provider by virtue of section 1098F—

(i) to notify the registrar;

(ii) to provide the registrar with such information relating to the circumstances by virtue of which the person so ceased as may be requested by the registrar.

(3) The registrar may require information to be provided on request, on the occurrence of an event or at regular intervals.

(4) The circumstances that may be specified under section 1098F(2) or 1098G(1) (ceasing to be an authorised corporate service provider and suspension) include failure to comply with a requirement under subsection (1)(a).

(5) A person who fails to comply with a requirement to provide information under this section commits an offence.

(6) An offence under this section is punishable on summary conviction by—

(a) in England and Wales a fine;

(b) in Scotland and Northern Ireland a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.”

This amendment creates an obligation on the registrar to carry out a risk assessment to establish whether the identity checks carried out by authorised corporate service providers are accurate and valid.

Government amendment 10.

Amendment 105, in clause 66, page 55, line 14, leave out “power” and insert “a duty”.

This amendment would ensure that all directors would be issued with a unique director identifier to be used for all their directorships regardless of whether they or an ACSP form the company.

Amendment 106, page 55, line 18, at end insert—

“(iii) To link the unique identifier to the person and to any other entries they have on the register under the same name or a different name.”

This amendment would allow the registrar to link all unique identifiers to any other entries the person has on the register whether under the same name or a different name.

Government amendments 11 and 12.

Amendment 102, in clause 89, page 68, line 37, at end insert—

“(1A) As part of the risk-based approach under subsection (1), the registrar must carry out a risk assessment to identify where the information it holds might give rise to a matter of concern.

(1B) Where the assessment identifies a matter of concern, the registrar must—

(a) carry out whatever further analysis it considers necessary; and

(b) share any evidence of unlawful activity it identifies with the relevant law enforcement agency.

(1C) For the purposes of this section, a ‘matter of concern’ includes—

(a) inaccurate information;

(b) information that might create a false or misleading impression; or

(c) evidence of economic crime.”

This amendment requires the registrar to carry out a risk assessment of the information it holds, and act on any matters of concern identified.

Government amendments 13 to 38.

Amendment 107, in clause 136, page 123, line 28, at end insert


(d) be published on the registrar’s website and remain published on the registrar’s website for a minimum of 20 years from the date on which it was first published.”

This amendment would require the limited partnership dissolution notice to be published on the registrar’s website and remain published for a minimum of 20 years.

Government amendments 39 to 43, 52 and 53.

Amendment 109, in schedule 2, page 172, line 40, at end insert—

“167GA Unique identification number for directors

(1) On receipt of notification of a person becoming a director, the registrar must allocate that director a unique identification number, unless such a number has already been allocated to that person.

(2) Any information supplied to the registrar under or by virtue of this Act about a person who has been allocated a unique identification number under subsection (1) must include that number.

(3) The Registrar should ensure existing registrations allocate a unique identification number to Directors.”

Government amendment 54.

Amendment 111, page 174, line 38, at end insert—

“167KA Limit on number of directorships held

(1) Where notice has been given to the registrar that a person (P) has become a director, the registrar may determine that P may not hold that directorship.

(2) The registrar may make a determination under subsection (1) if the registrar considers that P holds an excessive number of directorships.

(3) The factors that the registrar may take into account in making a determination under subsection (1) are the experience, expertise and circumstances of P, as well as the nature of the industry/company they are operating within and the time commitment their role as a director requires.

(4) If the registrar makes a determination under subsection (1), P may not hold office as a director of the company.”

Amendment 110, page 174, line 41, after “167G,” insert “167GA”.

This amendment would provide for penalties to apply to anyone failing to provide their unique identification number to the registrar.

Government amendments 55 and 56.

New clause 26—Beneficial owners in overseas territories—

“(1) The Sanctions and Anti-Money Laundering Act 2018 is amended as follows.

(2) In section 51, after subsection (5) insert—

‘(5A) The Secretary of State must ensure that the Order in Council under subsection (2) above comes into effect on date no later than 30 June 2023.’”

This new clause would amend the Sanctions and Anti-Money Laundering Act 2018 to ensure that an Order in Council requiring open registers of beneficial ownership in the British Overseas Territories comes into force no later than 30 June 2023.

Government amendments 50 and 51.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

It is a pleasure to speak to the Government’s amendments to the Economic Crime and Corporate Transparency Bill. I know that all hon. Members agree with its core ambition to bear down on the kleptocrats, criminals and terrorists who abuse our open economy and, critically, to strengthen the UK’s reputation as a place where legitimate business can thrive.

Photo of Catherine West Catherine West Shadow Minister (Foreign and Commonwealth Affairs)

I want to say at the beginning of proceedings how fantastic it is to have a Minister who deeply cares about the topic—we are expecting significant movement on amendments. On the UK’s reputation, Transparency International and other non-governmental organisations do important work in this area, including finding out about companies such as the Azerbaijani kleptocrats’ laundromat that had a slush fund of £2.9 billion, and its malign influence particularly on the Ukrainian war. Does he agree that it is not a moment too soon for the Government to tackle such issues?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

The hon. Lady gives me a significant reputation to live up to. She is right, however, that some of the things that we have seen, not least with regard to the Ukraine war, have been the catalyst for much of this overdue legislation. We are keen to bring forward exactly the measures she refers to.

The Bill contains a very considerable package of measures to deliver on our ambition. It includes the largest reform of the UK’s company registration framework in 170 years. Crucially, it provides transparency, exactly as the hon. Lady says, and affords and enables scrutiny. There are significant penalties—indeed, criminal penalties—for those, both individuals and their advisers, who seek to avoid that scrutiny. It also provides significant new powers for law enforcement and the private sector to protect the UK from fraud, international money laundering, illicit Russian finance and terrorist financing.

It is for this reason that I want to record my sincere thanks to all the right hon. and hon. Members who served on the Public Bill Committee. We had very constructive, frank and open debate—which I think should be welcomed on both sides and from both different perspectives—and really diligent scrutiny of the Bill. Their work has very much helped us to ensure that this legislation does not fall short of its important aims, and indeed has been improved as a result.

Photo of Layla Moran Layla Moran Liberal Democrat Spokesperson (International Development), Liberal Democrat Spokesperson (Foreign and Commonwealth Affairs)

May I echo the voices of those saying how delightful it is to see the Minister at the Dispatch Box? I shall not say more than that.

On a similar matter, the Minister may be aware of the revelations this morning from openDemocracy about the UK Government helping the head of the Wagner group circumvent sanctions already imposed on it to sue a British journalist working for Bellingcat. Is he aware of this story, has an investigation been done into this story, and would he take this opportunity to condemn what would seem to be very egregious in that—how shall I put it—these are sanctions we have imposed, yet we are somehow not imposing them in practice? This is not right.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I think it would be wrong to make any representations on any particular case, but seeking to enable somebody to avoid sanctions is entirely unacceptable, clearly. I am sure that those allegations will be looked into very carefully. We should definitely make sure that those are properly reviewed before we come to any firm conclusions, but in essence I agree with the principle behind the hon. Member’s statement.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I will make a little progress, if I may. I appreciate that there are a large number of Government amendments, hence the need to make some progress. I would like to reassure the House that they are intended to ensure that the measures in the Bill will work as intended, and in most cases they reflect issues raised in Committee.

I will briefly summarise our amendments relating to parts 1 to 3 of the Bill. First, and importantly, our new clause 15 requires the Government to publish an annual report on the implementation and operation of parts 1 to 3, which includes reforms to Companies House.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I will give way to the right hon. Member on that point, because her many speeches in Parliament have led to some of the changes we have made.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

I am very grateful that the Government have listened to our representations on accountability. I would simply say to the Minister that there is also a new clause down on this issue—new clause 16, put together by Back Benchers from across the House and members of the all-party parliamentary groups—which has more detail. Would he be willing to incorporate the detail of that amendment into his new clause? At the moment, his new clause 15 seems a little vague, and we would just like to button it down a bit better.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

Again, we discussed this at length in Committee. The right hon. Member’s perspective is that we should be very prescriptive about how the registrar—Companies House—should operate and set out specific things it should do. We would prefer those at Companies House to do what they think is right. They are the experts at making sure the register is accurate, and we have given them the resources to do it, which is crucial. I think it is wrong to specify exactly how the registrar should do its job. We are parliamentarians, not experts in registers and Companies House.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

I am extremely grateful to the Minister for giving way again. This is not telling Companies House what to do; it is the information that Parliament would want to hear. I think that, in discussions with him, he actually suggested we set out in greater detail the sorts of areas we wanted to cover, and that is what we have attempted to do in our new clause. It is not a question of instructing Companies House; it is a question of enabling Parliament to really hold Companies House to account on the breadth of issues for which it will be responsible.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I am happy to respond to the right hon. Member’s new clause later when we have debated it. I have read it, and it sets out some interesting ways of doing this. I absolutely agree with the principle of Parliament holding Companies House to account, which is why we want it to report annually on the implementation and operation of this legislation. That is how I think we should do it. I think we want the same thing, and I am happy to have an ongoing discussion with her. Many of the things she has listed in her new clause are already reported on by Companies House, so I think it is important that we do not overly prescribe how Companies House should operate, in my view.

Photo of Liam Byrne Liam Byrne Labour, Birmingham, Hodge Hill 3:15 pm, 24th January 2023

Let me echo the wide welcome that the Minister has received at the Dispatch Box. Has he had a chance to reflect on how the report that parliamentarians need actually stretches beyond the compass of Companies House to the business of tackling economic crime more generally? After this morning’s revelations, for example, it was said that a junior official in the Office of Financial Sanctions Implementation was the individual who signed off the new flexibility for one of Putin’s warmongers to fly over London lawyers in an attempt to silence English journalists in English courts. That is surely a matter of concern to the Minister and to all parliamentarians, and that is the kind of issue that could be surfaced in a more wide-ranging and forensic report, if he were able to publish it.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

Again, I think it would be wrong to comment on individual cases, but I take the right hon. Member’s point. In general terms, the UK sanctions regulations permit the OFSI to license reasonable legal fees. That is clearly something on which officials make decisions, rather than Ministers—I think it is important to say that—and the merits of any case are for the appropriate court to judge. However, he has certainly campaigned extensively for making sure that people cannot close down the raising of understandable concerns. In essence, I absolutely support that and the work on SLAPPs—strategic lawsuits against public participation—to which my hon. Friend Bob Seely referred in introducing his ten-minute rule Bill earlier. So that is work in progress, rather than anything that relates specifically to this legislation.

We are taking a power to expand the registrar’s data-sharing ability. That will future-proof the legislation and provide scope to expand the data-sharing gateway, if needed. We are also strengthening the range of sanctions for non-compliance with the register of overseas entities. Our new clause 8 will mean that a director can be disqualified if they breach an obligation under part 1 of the Economic Crime (Transparency and Enforcement) Act 2022, ensuring a consistent approach to tackling non-compliance between that Act and the Companies Act 2006. Following discussions in Committee, we are also removing the power to exempt certain individuals from identity verification requirements, having concluded that it is not essential.

As well as those important amendments, we are making improvements to the limited partnership reforms. We will ensure that a limited partnership’s dissolution and deregistration is transparent and properly drawn to the attention of the public. There will be a legal requirement for these to be published on the Companies House website as well as in the Gazette. Again, this was discussed by Opposition Members in Committee.

Photo of Peter Dowd Peter Dowd Labour, Bootle

I understand that every year there are about 1,200 disqualifications of unfit directors. Does the Minister have any indication of how that number may expand? We have the qualitative element. How about the quantitative element?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I did not quite hear the hon. Member’s whole point. Is it about the quality and quantity of information in Companies House?

Photo of Peter Dowd Peter Dowd Labour, Bootle

No. There are about 1,200 disqualifications a year. How many more does the Minister believe may arise from this new legislation?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

We do not have the data to be able to say. It obviously depends on numerous factors. As I say, we are keen to give Companies House the resources it needs, which it currently does not have, to undertake this work. In many ways, this will prove a deterrent against people registering a company for nefarious purposes, rather than necessarily lead to many more disqualifications. It is the transparency element and the scrutiny that is the ultimate deterrent against using these corporate vehicles for the wrong purpose.

Partners of limited partnerships will also have to notify the registrar about a dissolution within 14 days of becoming aware, ensuring that the register can be kept up to date and accurate. New clause 12 clarifies the interactions of the limited partnership reforms with regulation of UK investment funds. That will ensure that the measures work as intended.

Amendments 30, 31 and 32 give the Northern Ireland Department for the Economy and Scottish Ministers powers to petition the courts to wind up a limited partnership registered in their jurisdictions, ensuring a cohesive approach across the devolved nations.

Photo of Liz Saville-Roberts Liz Saville-Roberts Shadow PC Spokesperson (Home Affairs), Shadow PC Spokesperson (Women and Equalities) , Plaid Cymru Westminster Leader, Shadow PC Spokesperson (Justice), Shadow PC Spokesperson (Business, Energy and Industrial Strategy), Shadow PC Spokesperson (Transport), Shadow PC Spokesperson (Attorney General)

I join others in welcoming the Minister to his place.

Two of my constituents have lost their entire life savings as a result of Harewood Associates, a property investment company that went into administration having offered unregulated loan notes to the public. I therefore commend new clause 19. But in the meantime, I would appreciate it if the Minister could advise me on what course of action I might take to pursue that case further.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

It sounds like a matter for the Financial Conduct Authority, which does not directly relate to my portfolio, but that would be my first call as a constituency Member of Parliament. The case the right hon. Lady raises sounds very distressing for her constituents. If I can help in any way I will of course be happy to do so.

Photo of Mary Robinson Mary Robinson Conservative, Cheadle

I congratulate my hon. Friend on bringing this Bill forward and welcome him to his place. He knows of my concern that whistleblowing is not mentioned in the Bill, yet whistleblowers are key to exposing the type of crime we are talking about. In the implementation of the Bill, will he reconsider the role of whistleblowers and recognise how important their role is in this space? Will he also look at examples of good practice from around the world because existing whistleblowing laws—I know he agrees—are not fit for purpose?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

That may not be part of this Bill, but it is part of my portfolio, I am pleased to say. My hon. Friend and I have worked together to further the cause of whistleblowers on many occasions. I am keen to bring that forward quickly. We have work under way now that will lead to a review. I am keen to complete that work quickly and come up with some firm recommendations. I am also keen to look at international examples of best practice. She is keen to have an office for the whistleblower, for example. It is right to look at other jurisdictions to see how that is working elsewhere, which can inform our work. I am keen to make significant changes as quickly as possible.

I shall draw my comments to a close and listen to the rest of the debate. I am interested to hear about the amendments tabled by Members on both sides of the House. I am sure today’s debate will be as well considered and beneficial as those on the Bill thus far. I hope Members on both sides of the House will continue to support the measures in parts 1, 2 and 3, so that we can deliver these much-anticipated and much-needed reforms. They will help to protect our constituents and the country, and ensure that the UK remains a great place for legitimate businesses to thrive.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

It is a pleasure to follow the Minister and to speak to our amendments.

The Labour party has supported this important Bill’s passage in a cross-party spirit through Second Reading and Committee. I pay particular tribute to my right hon. Friends the Members for Barking (Dame Margaret Hodge) and for Member for Birmingham, Hodge Hill (Liam Byrne) for their contributions during our proceedings. May I add my words of support? The Minister has a long track record on these issues and a reputation through the all-party group on anti-corruption and responsible tax and other campaigns, which I hope bodes well for further progress and amendments to the Bill. However, it was frustrating that in Committee the Government did not accept a number of amendments tabled by the Opposition and other Members that would have significantly strengthened the Bill even further. The Minister did agree to keep some issues under review, which we will pick up on today.

This long overdue second economic crime Bill is an opportunity to finally end Britain’s role as a global hub for dirty money, and to support honest businesses to trade and flourish, with better standards and more transparency, helping to level the playing field for businesses and co-operatives. I echo the Minister’s words on the importance of that in tackling terrorism, economic crime and illicit finance, and in cleaning up our economy in the way we all want to see.

The amendments we have tabled seek to ensure that the Bill goes further in areas including reporting and parliamentary scrutiny, strengthening the objectives of the registrar to see a more proactive role in preventing and detecting economic crime, and tightening up the authorisation and supervision of corporate service providers. Amendments scheduled for tomorrow include provisions on the failure to prevent economic crime and director liability.

Photo of Margaret Ferrier Margaret Ferrier Independent, Rutherglen and Hamilton West

Is the hon. Lady aware that many stakeholders strongly feel that the Bill’s powers require further development to be effective? Does she agree that a statutory review process set out in the Bill would be good practice and should be implemented?

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

I thank the hon. Lady for her comments. She is alluding to a theme that goes through the Bill: we cannot expect this to suddenly be the answer to everything, so we have to keep it under review and to have the mechanisms for that review, including effective information coming to Parliament.

The Minister has just spoken to the Government’s amendments. We are pleased to see that there have been some concessions following Committee. The Government have tabled about 25 amendments that remove powers to exempt directors from identity verification requirements. That is a huge concession by the Government to a central question asked by us in Committee about the completeness of the legislation, the extent of the Secretary of State’s powers and the challenge required for parliamentary oversight. The extent of these powers risked riding a coach and horses through the defences against economic crime that we are seeking to build through the legislation. But even after those amendments, a number of Henry VIII powers are left unchecked. I am sure that will be debated in the other place.

The next welcome concession is Government new clause 15, which imposes a duty on the Secretary of State to prepare and lay before Parliament reports about the implementation and operation of parts 1 to 3. That significant step, however, is surprisingly weak as regards setting any expectations of what Parliament would expect to see in the report. That is why my hon. Friend Stephen Kinnock and I tabled new clause 16, which has cross-party support and is similar to amendments tabled by colleagues in Committee. Under our amendment, the purpose of the report would be clearer and stronger. We would have an annual report with an assessment as to whether the powers available to the Secretary of State and the registrar were sufficient to enable the registrar to achieve her objectives under proposed new section 1081A of the Companies Act 2006, which is inserted by clause 1.

Photo of Catherine West Catherine West Shadow Minister (Foreign and Commonwealth Affairs)

My hon. Friend is making an excellent speech and pushing for even better legislation. Does she agree that that particular proposal would lead to a change in culture, which is what we really need? That annual reporting system would lift the game and improve the culture of the way business is done in this regard.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

My hon. Friend is absolutely right. The amendment would do two things. It would change the culture of how Parliament operates and plays a role in tackling economic crime. It would also shift the culture based on our expectations of business, how business should behave and how directors should be held to account, as well as shift the culture in Companies House and the work of the registrar. For all those reasons, it is an important area for development.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

Before returning to our new clause 16, I will briefly take an intervention from my right hon. Friend.

Photo of Liam Byrne Liam Byrne Labour, Birmingham, Hodge Hill

My hon. Friend is making a brilliant speech. Does she agree that it is vital that we have a much more wide-ranging report on the nature of economic crime? We know that 10 different agencies are responsible for policing economic crime, and we learned in Committee that the Bill’s provisions would not have stopped an individual such as Alisher Usmanov from buying a multimillion-pound London mansion only to be sanctioned a little later on. These are exactly the crimes that need to be brought to the House’s attention so that we can keep economic crime legislation up to date and not have to wait for 170-year cycles before we make substantial reform.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy) 3:30 pm, 24th January 2023

My right hon. Friend is right about keeping our legislation up to date. He says that with great authority. We must recognise that those who seek to perpetuate economic crime are always innovating, and unless we are aware and informed, we will not move our legislation and processes on with that. There is also a vital point about the information that comes to the House. Today, we are debating reporting and information. There will be further debate tomorrow about the appropriateness of the structures through which that information is assessed.

New clause 16 seeks to specify further some of the information that should be brought forward and, crucially, calls for a detailing of instances—or maybe even numbers, depending on the reasons—in which exemption powers under the Bill are used by the Secretary of State. The Minister will be aware of the concerns that we raised in Committee about the need for Parliament to have transparency even on the number of uses of exemption powers under the Bill.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

My hon. Friend is making an excellent contribution to the debate. The point is that the Government’s new clause 15 simply reflects reporting on the process of implementation—[Interruption.] That is how I read it, and that is how the Minister spoke to it. If I am wrong, I am happy to be corrected. Through new clause 16, we are trying to hold the whole of Companies House’s works to account and ensure that it delivers what we have in mind in being at the front end of fighting economic crime through the data that it collects.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

My right hon. Friend is absolutely right. We should be ambitious for the registrar and for Companies House in tackling economic crime and being a beacon around the world for how a nation should do that. She makes an important point about where the new clause goes further than the Government’s proposal. Along with the report and the data in it, importantly, there would be recommendations about whether further legislation should be brought forward in response to that report and the information in it. That is extremely important, because that is where Parliament will have to make choices about whether it chooses to take further action.

Issues of concern that the report may draw attention to, and which we could encourage the registrar to look at, could include investigations of unusual patterns of directorships and companies registered at one address. All of that would also enable Parliament to hold Companies House to account for its performance. We are willing to work with the Minister to strengthen the Government’s new clause so that it becomes more purposeful and effective—and, in doing so, collectively achieve the outcomes that we intend for the Bill.

I turn to further amendments tabled by Labour Front-Bench Members. New clause 22 seeks to disqualify any individual convicted of a serious breach of the National Minimum Wage Act 1998, such as a deliberate refusal to pay the national minimum wage, from serving as a company director in future. In Committee, the Minister stated that it was

“right to identify the scale and nature of the problem before we legislate”.––[Official Report, Economic Crime and Corporate Transparency Public Bill Committee, 3 November 2022; c. 240.]

He said that he was “keen to do so.” He also said:

“There have been 16 people convicted under the National Minimum Wage Act 1998. I want to do some further research on that to see what has happened to those people and their director qualification or disqualification. That might inform debate more clearly.”–[Official Report, Economic Crime and Corporate Transparency Public Bill Committee, 3 November 2022; c. 233.]

Since then, we have not heard a satisfactory answer to the central question: should an individual convicted of an offence for a serious breach of the National Minimum Wage Act 1998, such as a deliberate refusal to pay the national minimum wage, be prevented from serving as a company director?

Photo of Jonathan Djanogly Jonathan Djanogly Conservative, Huntingdon

Is not the point that if someone is convicted of a criminal offence, the court automatically has the power to disqualify them, and that by not being prescriptive in legislation, we ensure that the judge in a particular case has more leeway than perhaps the hon. Lady would give him?

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

I thank the hon. Member for his intervention. Perhaps he is missing some of our argument around the central question, because it does not happen in all cases. We have not received any further information on the work and research that the Minister started during Committee on what happens with those directors, which he committed to follow up.

In our view, new clause 22 would strengthen the Bill. We are talking about people whom we hope to have trust in to undertake their responsibilities as a director. The Bill introduces a substantial amount of regulation about who can and cannot serve as a company director as a result of criminal or potentially criminal practices, so this feels like the right place for consideration of such a measure. I would be grateful for the Minister’s response. I am happy to give him forewarning that, subject to his response, we may well press the new clause to a vote.

New clause 24 calls for a creditor or liquidator to be able to apply to restore a company to the register administratively. Currently, if creditors, former creditors or liquidators wish to apply to restore a company, that is done through the court in what is often a complex and costly procedure that may well take 12 to 18 months or longer. In Committee, the Minister said that there ought to be a basis for a “less cumbersome” process for creditors and particularly for liquidators. We agree. Currently, when companies are struck off the register—that happens on average to about 400,000 companies a year—little is done to check whether fraud has occurred. As a side issue, the Minister may helpfully confirm whether directors of companies that have been struck off will also be subject to verification checks so that we do not have a period through which they may escape ID verification as Companies House looks to undergo those checks with existing directors.

The key issue is that unscrupulous directors can misappropriate the strike-off process to avoid scrutiny and rack up debts or sell company assets ahead of the company dissolution, absconding with the proceeds. The Minister said he appreciated the case for widening access to the less cumbersome process of administrative restoration, and he undertook to consider the matter further. If he does not agree to our new clause 24, I would be grateful if he would commit to bringing forward proposals during the passage of the Bill. This is a window of opportunity that we should not miss.

On new clause 34, the processes set out in the Bill rely on effective ID verification of company directors. There has been a debate as to whether that should be done in-house. The Government have chosen to use a model whereby authorised corporate service providers are trusted to undertake ID verification on behalf of Companies House and effectively certify that through a confirmation statement. The debate is ongoing on how that introduces risk into the process. Indeed, if the registrar can do only part of the verification and we need to use authorised corporate service providers, that only works if the ACSPs are known, trusted and effectively regulated.

New clause 34 seeks transparency reporting on the involvement of foreign corporate service providers in the two main routes by which they may be authorised to conduct ID checks and to incorporate a company in the UK that is registered with Companies House. Such a company being registered could have an office address in the UK; a postal address in the UK, with all the risks we debated in Committee; or an address abroad as an overseas company. The directors of the company registered in Companies House by the foreign corporate service provider may be living abroad and may never come to the UK. New clause 34 seeks to create an obligation for the Secretary of State to publish a report, first, into the number of authorised corporate service providers with a head office based outside the UK, by which we mean where the authorised UK subsidiary supervised by His Majesty’s Revenue and Customs is beneficially owned by a company that is outside the UK; and secondly, on the number of foreign corporate service providers authorised by regulations set out in proposed new section 1098I(1) of the Companies Act 2006, which is amended by clause 63.

Clause 63 enables the Secretary of State, by regulations, to authorise a person abroad to become a foreign authorised corporate service provider

“even if the person is not a relevant person as defined by regulation 8(1) of the Money Laundering Regulations”.

For example, they could be a lawyer or an art dealer. They would therefore not be supervised. Proposed new section 1098I(2) specifies that a

“‘relevant regulatory regime’ means a regime that, in the opinion”—

I stress, in the opinion—

“of the Secretary of State, has similar objectives to the regulatory regime under the Money Laundering Regulations”.

However, it does not specify any transparency on how that conclusion is reached. Clause 63 is a risk for a backdoor route to the authorisation of foreign corporate service providers—

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

It is a risk—the Minister is shaking his head, so I am going to repeat it—for a backdoor route to the authorisation of foreign corporate service providers in a high-risk territory that falls outside money laundering regulations.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

I will just complete my point and then bring the Minister in if he wishes to intervene. I would be grateful if he could confirm why that is in the Bill in that way, and the extent of the safeguards that are in place. He will, I am sure, be mindful of the need for trust and confidence, and for transparency on who our corporate service providers are and for whom they are undertaking ID verifications, which we are then expected to trust. Subject to the Minister’s response, we intend to press this transparency reporting new clause 34 to a Division.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I am grateful to the hon. Lady for giving way. It is not a backdoor to try to get around the legislation. I cannot think why she would think we would write 309 pages of legislation and then create a purposeful backdoor. On the reason for the measure, imagine an international free trade agreement, not with a high-risk jurisdiction—why would we do that?—but where the international partner had an anti-money laundering regime that we felt was equivalent to our own. We might consider it in that context. In no way, shape or form is this about creating a backdoor, and we would very much expect this sort of thing to be in the annual report to Parliament on the implementation and operation of the Bill.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

I am grateful to the Minister for his intervention, and for setting out the context and the Government’s intention behind clause 63. However, there is a difference between the intention behind the clause and how it could be used. I think it would be worth while for the Government to seek further legal advice on how the clause could be used, because legislation is not just about how Ministers intend to use powers today, but about how they could be used tomorrow. With the succession of Secretaries of State that we have had, some of whom may perhaps be—how shall I put this? Well, I shall not go any further, because I think the House understands. There are those who have been in such a position and whose judgment may be questioned a little more than that of others in this House.

It is important that legislation be about not what is or might be intended, but what might be done by a future Secretary of State using their powers without the required accountability to this House. The wording used in the Bill is

“in the opinion of the Secretary of State”,

but there is a lack of clarity about how such an opinion might be reached. I have talked to lawyers, who note that the mechanism could be used to create an agreement with a high-risk jurisdiction. It is not specified that that must happen under future free trade agreements. I encourage the Minister to look again at whether the clause’s implementation should be tightened.

I turn to the role of the registrar. Amendment 104 would insert a fifth objective into clause 1, requiring the registrar “to act proactively”. The amendment reflects the concern expressed in evidence to the Bill Committee that the objectives in clause 1 seem

“like a ridiculously low bar.”––[Official Report, Economic Crime and Corporate Transparency Public Bill Committee, 25 October 2022; c. 63, Q136.]

Our amendment would change the focus of those objectives from minimising risk to proactively seeking to identify suspect uses of the register for criminal purposes and to act accordingly. It would be a strong enabler of the risk assessment-based approaches to detecting and preventing economic crime that are set out in the important amendments tabled by Simon Fell and my right hon. Friend Dame Margaret Hodge, among others.

Photo of Margaret Hodge Margaret Hodge Labour, Barking 3:45 pm, 24th January 2023

Does my hon. Friend agree there can be absolutely no objection to that approach? In the Minister’s opening remarks, he said that the reforms will give Companies House much more proactive capability. If the Minister sees that, and if we want that, what on earth is the objection to putting it in legislation so that Companies House knows darn well that that is what we expect of it?

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

The Minister has heard what my right hon. Friend says. If that is what Parliament wishes and intends, we should have the courage to put it in the Bill. The amendments tabled by my right hon. Friend and by the hon. Member for Barrow and Furness and others—including new clauses 17 and 19 and amendments 102 and 103—are important, and we support what they are calling for. Separately, we strongly encourage the Minister to look at amendment 101.

Photo of Catherine West Catherine West Shadow Minister (Foreign and Commonwealth Affairs)

Does my hon. Friend believe that this afternoon’s debate has covered the important area of phoenix companies and consumer protection? There is clearly a role for the registrar in detecting fraud and ongoing recidivism.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

That is part of what we seek, but there is further to go. I know that amendments tabled by other colleagues also draw on the issue of phoenixing and the importance of preventing it. Checks on directors of companies that have been struck off and measures addressing the ease of administrative restoration are tools that we could employ to tackle phoenixing and protect customers along with other businesses and creditors.

Amendments 105 and 106 draw on a wider theme, which is that what we want in the Bill is duties, not powers. We want to see a clear outcomes focus. We want to legislate for things to be done, not for the potential for the registrar to do things—a very important distinction. First, amendment 105 specifies that it should be a duty, not a power, for the registrar to allocate a unique identifier to a director. Secondly, amendment 106 states that the registrar should ensure that the same unique identifier is used for that person in

“any other entries they have on the register under the same name or a different name.”

Thirdly, through amendment 108, we want to reduce the risk to the integrity of the register by tightening up the arrangements for the confirmation statement. A proposed director must confirm in writing either that they already have a unique director ID with the register under the same or a different name and state what it is, or that they do not yet have a unique ID. If an individual chooses to go by a different name, or may have dual citizenship and use a different passport for ID, or may even have a fake birth certificate suggesting a different date of birth, how will the registrar know? This is a protection for the system in the event that an individual is subsequently found to have lied about their identity.

I suspect that, broadly, we are in the same place when it comes to what is intended to happen through this legislation, but it would be helpful if the Minister could confirm that by answering a couple of questions. First, does he expect the registrar, under the arrangements that he has proposed, to issue a unique ID to each new director and to existing directors on the database, and should we understand that, for all intents and purposes, the power will operate in practical terms as if it were a duty? Secondly, in a search on the Companies House website, will clicking on a director’s name bring up all their directorships, linked internally by the unique ID, even if they go by different names in different companies? Perhaps the Minister would like to intervene in response to those two points.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

I thank the Minister for his confirmation. The legislation is not as tight as we would like it to be, but if he puts his intentions on record, that does take us a step further.

Amendment 107 would require a limited partnership dissolution notice to be published on the registrar’s website and to remain published for a minimum of 20 years. The Minister has previously said that he would like to explore with Companies House the feasibility and costs associated with introducing that requirement. I should be grateful if he confirmed that he has concluded those discussions, and tell us what decision he has reached.

New clause 20, which we support, concerns resourcing. It would raise Companies House fees to £100 to help to properly fund the fight against crime. The current fee of just £12 makes this country the sixth cheapest place in the world in which to set up a company. The Treasury Select Committee recommended a fee of £100. Will the Minister tell us what his plans are? Having a plan to resource Companies House is fundamental to achieving the goals of the Bill.

I thank Scottish National party Members for their amendments, whose arguments are similar to ours. In particular, we support new clause 36 and amendment 109, which deal with reporting and unique IDs—although we think that some minor changes might be made to new clause 36—and would also support any attempt to push them to a vote.

New clause 26, which is being debated today but will be subject to a decision tomorrow, would amend provisions in the Sanctions and Anti-Money Laundering Act 2018 to require the introduction of open registers of beneficial ownership in each of the UK’s overseas territories. There should be no double standards in the legal requirements for transparency of beneficial ownership across different parts of the UK, including the overseas territories. We have witnessed too many scandals involving money being laundered through territories for whose administration the UK is ultimately responsible to accept the idea that we must simply leave them to their own devices. According to the spin that the Government chose to put on the wording of the 2018 Act, its obligation had been met simply by the publication of a draft Order in Council, regardless of when, or even whether, such an order might actually come into force. The result is that we are here yet again, nearly five years later, still discussing how to ensure the implementation of registers to the same standards across all the UK’s territories. Surely it should not have been beyond the wit of Ministers, even in this Government, to have sorted this out by now. [Interruption.] With the exception of the Minister who is present today.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

My hon. Friend is raising a really important point, which has been put into some question by a judgment of the European Court of Justice by an action relating to a shell company in Luxembourg. I know that this is not entirely in the Minister’s control but it is particularly important because, although the Crown dependencies agreed in 2018 or 2019 to publish registers of beneficial ownership, we never passed the legislation because we got their agreement verbally. I am really concerned that they will now go back on that in the light of that judgment. It will be interesting to hear the Minister’s views on that.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

I thank my right hon. Friend for her intervention and for the discussions that we had on this matter prior to the Report stage.

In summary, this legislation is essential, but as we have heard from across the House today, there are still areas in which it must go further if we are to catch up after years of being on the back foot on economic crime due to years of inaction. These are thoughtful and purposeful amendments that will improve the Bill, and I look forward to the Minister’s response.

Photo of Harriett Baldwin Harriett Baldwin Chair, Treasury Committee, Chair, Treasury Committee, Chair, Treasury Sub-Committee on Financial Services Regulations, Chair, Treasury Sub-Committee on Financial Services Regulations

I rise to speak to new clause 20 and the amendments tabled in the name of my right hon. Friend Dame Andrea Leadsom. I very much welcome the progress that has been made in today’s legislation and the fact that this Minister is the person responsible for taking it through, given that he used to be one of my colleagues on the Treasury Committee and is a signatory to the report on economic crime that we put out last year.

It is clear from the work that we have all done on economic crime how important the reform of Companies House is to achieving this. We have all heard horror stories of people who have stolen other people’s identities and successfully set up businesses at Companies House, and of people who have shut down one business then immediately started up another one with a different name. Clearly the reform of Companies House, as taken forward by this important piece of legislation, will make economic crime much more difficult in the United Kingdom, which is something that everyone should welcome. In the report on economic crime that the Treasury Committee put out last year, we called for resources to be put into this important work. Clearly it cannot be done without those resources, and it will be interesting to hear from the Minister today about his discussions with Companies House and his estimate of the resources required.

New clause 20 proposes a fee for new businesses of £100 rising with inflation, which would give Companies House more resources to undertake this important work and, importantly, keep its budget increasing along with inflation. I acknowledge that we do not want to set a fee at a level that could act as a deterrent to anyone starting up a small business, but the work that we did last year in the Committee suggested that the current levels of fees, benchmarked against international comparators, were very low. It was clear that we needed more resources to enable us to understand the identity of those who are establishing businesses in this country, so we pulled a number out of thin air.

I acknowledge that the figure of £100 was pulled out of thin air, although I think we probably also got evidence recommending it, but I think it is a reasonable and plausible amount at which to start these discussions. I know that the Minister is as keen as those of us who have signed this amendment to see a fee established that will ensure that the regime at Companies House has sufficient resources to manage the budget. We know that software upgrades cost money and, as we all experience rising economic crime in this country, it is important that we do everything we can to ensure that Companies House has the resources to undertake this important work.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy) 4:00 pm, 24th January 2023

My hon. Friend is making some valid points, as I would expect from the Chair of the Treasury Committee.

The Treasury Committee’s report does not say that we should adopt a fee of £100, but that

“A fee of £100 would not deter genuine entrepreneurs”.

I agree, but, as my hon. Friend says, the figure has been pulled out of thin air. It depends on what principle we follow, and the Government’s position is that Companies House needs to set out exactly what resources it needs to be able to perform its obligation to implement the objectives, from which we can decide how much money we need to raise. We will then look at the fees charged by Companies House. Members on both sides of the House have mentioned the incorporation fee, but an annual fee might raise more money. More work is needed with Companies House to consider this in the round before we come to a settled position. I would therefore rather not specify £100 in the Bill, for all those reasons.

Photo of Harriett Baldwin Harriett Baldwin Chair, Treasury Committee, Chair, Treasury Committee, Chair, Treasury Sub-Committee on Financial Services Regulations, Chair, Treasury Sub-Committee on Financial Services Regulations

I think I heard the Minister acknowledge that Companies House needs more resources, and that those resources should be raised not through a one-off fee when setting up a business but through ongoing registration fees. I also think I heard him say that he rather likes our proposal to increase the fees every year to reflect inflation. I think he substantially agrees with the thesis of new clause 20, so this is a great opportunity for him to endorse it so that Companies House is able to start budgeting right away.

I heard the Minister make the valid point that he wants to ensure the budget is worked from the bottom up, and that an arbitrary number should not be put into legislation. I have sympathy for his point of view, but I want him to understand the urgency of the matter. I want him to appreciate that we have waited long enough for this Bill, and that the Treasury Committee will therefore not allow this measure to be kicked into the long grass. We will continue to scrutinise progress, and we expect that progress to be urgent and rapid.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

At this point in the cycle, I cannot believe there is not a resource budget. Even within the constraints of the Bill, there should be a budget because the negotiations will be starting. It would be interesting if the Minister could reveal that figure.

My second point, with which the Minister might agree, is that we so under-resource the enforcement of existing anti-money laundering regulations in this country that, even if this figure of £100, which the Treasury Committee and other Committee came up with, proved too much, which I doubt, setting up an economic crime fighting fund would mean that other enforcement agencies, such as the National Crime Agency and the Serious Fraud Office, could use those resources to provide better defences against economic crime.

Photo of Harriett Baldwin Harriett Baldwin Chair, Treasury Committee, Chair, Treasury Committee, Chair, Treasury Sub-Committee on Financial Services Regulations, Chair, Treasury Sub-Committee on Financial Services Regulations

The right hon. Lady makes some excellent points. Once the Minister does this work, it may well turn out that £100 is a good starting point. Other things are budgeted for, and I understand the budget for the work that is under way is £20 million for the financial year just ended. A further £63 million is expected to be needed up to 2024-25 and was allocated in the last spending review.

Forgive me if I am cynical about the budgets for public sector computer procurement projects, as they sometimes come in somewhat over budget. I urge the Minister in his response to new clause 20 to make sure that he can move swiftly to change the amount that it costs to set up a business, while making sure that it remains competitive in terms of economic parameters. It is not every day that Back Benchers say to Ministers, “Here’s some more money for you. We think this is going make the UK much safer and a centre that is less vulnerable to economic crime.” That is the purpose behind our support for this new clause.

Photo of Jonathan Djanogly Jonathan Djanogly Conservative, Huntingdon

Is the point not also that if we raise the fees, rather than their falling to the general taxpayer, those who use the service would actually be paying?

Photo of Harriett Baldwin Harriett Baldwin Chair, Treasury Committee, Chair, Treasury Committee, Chair, Treasury Sub-Committee on Financial Services Regulations, Chair, Treasury Sub-Committee on Financial Services Regulations

That is my point—my hon. Friend has made it much better than I was. This is an offer to the Minister for a significant increase in the budget of one of the agencies for which he is responsible, Companies House, and it would be feasible without putting any further burden on the hard-pressed taxpayer. That is why I support the new clause and why I am looking forward to the Minister accepting the principle of it. I acknowledge that we may be talking about plus or minus a few quid around that £100, but that is a good starting point.

Photo of Alison Thewliss Alison Thewliss Shadow SNP Spokesperson (Home Affairs)

I am glad to rise on this auspicious day to discuss this auspicious Bill. Today is auspicious not just because we have this Bill back in the House today, but because it is my mum’s 70th birthday. I am sure all Members from across the House would like to wish her many happy returns. [Hon. Members: “Hear, hear!”] Thank you.

The Bill presents a significant opportunity for the Government, and for all of us, in tackling economic crime across these islands. We have tabled many different amendments during the Bill’s various stages, including yet more today, but we very much encourage the Government to look at these amendments in good faith. As Ministers and anybody looking at the amendment paper will see, they are very much cross-party amendments. There is a lot more we agree with in the amendments to this Bill than I have seen in respect of just about any other Bill that has come before this House. The Government would do well to reflect on quite how cross-party the amendments are—there is very little to choose between us.

I pay tribute to Dame Margaret Hodge for the important work she has done in her all-party group, which has been significant in bringing so much cross-party agreement together on the direction of travel here. I hope very much that the Minister will be listening to her, as we all will be, when she speaks later, because the amount of work that has gone into considering what would make the Bill stronger is significant; it is not a light job that has been done there. The Bill would be strengthened all the more if these amendments were accepted.

Photo of Clive Efford Clive Efford Labour, Eltham

I pay tribute to the Minister for the work he has done on this issue when he was one of us on the Back Benches. When the hon. Lady was speaking about the cross-party nature of the amendments, I could not help but think that if the situation were slightly different, the Minister’s name would be on those amendments.

Photo of Alison Thewliss Alison Thewliss Shadow SNP Spokesperson (Home Affairs)

Yes. I have remarked in Committee, as the Minister will well remember, on the number of occasions when he agrees with himself, but not as a Minister. It is a curious situation and I will return to that when we get to the part of the Bill with which he is most associated.

As the Minister said, and as we all acknowledge, there is a lot here that we can agree on. It is unfortunate that more of the amendments have not been taken on board, because gaps remain in the Bill. We are all concerned that there will not be another opportunity to look at these issues again in this detail; unfortunately, parliamentary time does not work like that, so getting it right this time is important. We could get it right today or tomorrow, or if the Lords come forward with some useful amendments—as little as I like to give credit to the unelected peers along the hall, if amendments are tabled there, I would encourage the Government to accept them and make sure that they are acknowledged.

SNP Members have tabled a number of amendments, where we seek to create a unique identifier for directors; to put a limit on the number of directorships an individual can hold; to prevent directors in breach of their duties from taking public funds; and to prevent the practice of phoenixing, which causes so much harm to many of our constituents. It is not often talked about in the same bracket as economic crime generally, but phoenixing causes huge distress. My hon. Friend Gavin Newlands will certainly return to this point in his remarks later.

Government new clause 8, on persistent breaches of companies legislation and the disqualification of company directors, is very important, because we have seen numerous reports in the press of people who repeatedly breach the law. There are huge issues of enforcement, and I intend to address those too. The Bill should include consequences for people who breach the rules.

I wonder what the House and the Minister think about a compliance case raised earlier today by Tortoise. It mentioned Balshore Investments Ltd Gibraltar, which in 2017 listed itself at Companies House as a person of significant control of a different company, Crowd2Fund. Its name was then removed in 2020, and that removal was backdated to 2016. In 2022 two directors, named on the register as Nadjat Al Zahawi and Hareth Nadhim Al Zahawi, were named as PSCs of Crowd2Fund.

Graham Barrow has told Tortoise that the retrospective changing of directors means that Balshore’s filings

“leave a huge gap of six years when, despite Balshore owning 40 per cent of Crowd2Fund, no declaration of the underlying owners of Balshore has been made, as required by UK law”.

This is a very interesting and topical case. I wonder what the consequences might be for, and what might befall, those who fail to comply with company law in this way under the new legislation.

Government new clause 15 is important in ensuring that this House is accountable on the measures within the Bill. I think that is fine as far as it goes, but Labour’s new clause 16 would go much further. It is important that the Minister looks at these measures and asks, “What does the House need to know?” Yes, there will be reports, but there is a good deal more detail in new clause 16, and I think it is important to look at that and think, “Actually, this is what the House might find useful and interesting to look at as regards the effectiveness of the Bill.”

Photo of Liam Byrne Liam Byrne Labour, Birmingham, Hodge Hill

Does the hon. Member agree that waivers for warlords is exactly the kind of information that the House would be interested in, to understand how effectively we are prosecuting economic crime and how well our sanctions are actually biting?

Photo of Alison Thewliss Alison Thewliss Shadow SNP Spokesperson (Home Affairs)

The right hon. Member makes an incredibly important point. The case reported in the press today shows people getting around the rules that we set up for very important reasons—the House should be aware of these things. This information should not have to be squirreled out by investigative journalists—as wonderful and well informed as they are. It should come to the House as a right. It should not have to be exposed. It is something we should know as elected Members in this Parliament.

On new clause 17, on PSC status and verification, it is incredibly important that there are cross-checks on identity and that we understand who those people are. One of the big holes in the system now is the lack of cross-checking and ensuring that the rules are being followed. We must ask Companies House to be more inquisitive of the information it receives, and I think new clause 17, tabled by Simon Fell, would have that effect. It is very important that Companies House has a risk-based approach to looking at organisations and ensures that what is there is actually factual.

Moving to new clause 19, on the accounts of dissolved companies, Graham Barrow, who is the expert on many things to do with Companies House and to whom we are all very grateful, pointed out in evidence to the Bill Committee that there is such thing as a burner company, whereby a company is set up without there being a real intention of it becoming a real, live company out there trading in the world. It is set up and then disposed of, without the obligation to file any accounts, because that is done within the timescale.

New clause 19 would go some way to dealing with those burner companies. If somebody is setting up and dissolving companies—on and off, on and off all the time—it can be difficult under the current system to know that that is happening. If there is a means of examining the accounts—if those accounts exist— of dissolved companies, it might be easier to track them and establish whether any economic crime is involved within them.

As Graham Barrow often points out, companies are being set up in their hundreds every day by organisations that do not really exist—organisations with suspicious names and suspicious addresses. Hundreds of them are registered to one tiny shop or a post office box somewhere. That has to be stamped out. This is the opportunity to do so. We do not know what those companies are for, why they exist, what they will be used for, and whether it will be our constituents who will lose out as a result.

Photo of Peter Dowd Peter Dowd Labour, Bootle 4:15 pm, 24th January 2023

I thank the hon. Lady for giving way and wish many happy returns to her mother.

The hon. Lady may recall the passage of the Criminal Finances Act 2017, during which we talked about enforcement and regulatory agencies having the resources to do their job, and us giving them the resources, and the finances, to do it. Does she agree that, following the Economic Crime (Transparency and Enforcement) Act 2022, and the Criminal Finances Act, this Bill, yet again, does not give those agencies the resources, capacity and wherewithal to do the job properly?

Photo of Alison Thewliss Alison Thewliss Shadow SNP Spokesperson (Home Affairs)

I agree. The hon. Gentleman is anticipating my moving on to new clause 20, which talks to some of those issues in great detail, and a very good amendment it is, too. We have talked about whether the fee of £100 is arbitrary, a finger in the wind. But it is a figure that we can put in the Bill to say, “Let’s start here”. It gives Companies House the resource with which it can do work.

It was pointed out by some of those who gave evidence to the Bill Committee that, if we are seeking to clamp down on those hundreds of companies being set up every day at £12 a pop, we need to replace that money with legitimate money; £100 would go some way to dealing with that gap and that discrepancy. We need to ensure that that money goes to increasing the staff at Companies House, and the capacity, ability and expertise of the people Companies House hires, because much of this is becoming incredibly technical. It is important that it has the resource to do that. All the agencies involved need that money, but Companies House, as the front door to a lot of this stuff, needs to be properly resourced to be able to do that.

I note that the Minister talked about not wanting to put in legislation the sum of money that that fee would require, but that is not quite how other parts of the system work. I have sat on Statutory Instrument Committees that set the value of passport fees. I understand that the House sets the value of visa fees. Therefore, within the immigration system, the House decides what that fee is and sets that fee. Yet it is not deciding to do so for companies.

I do not know whether the Minister intends the matter of setting a fee —at £100, or whatever it might be—to come before an SI Committee at some point, but that is not what the Bill says he is going to do. It is important to recognise that, in one area of government, the Government are setting a fee and deciding how much people should pay for things and that other parts of the system should have cost recovery. The visa fee goes way above cost recovery; the passport fee perhaps less so. We are talking about £75.50 for a passport, compared with £12 to register a company and £1,538 for a visa. Those things are not quite the same. The company fee could bear being significantly higher than the £12 it is at the moment, and there is a place in legislation where we could set that because that is what the Government do in other areas of legislation.

New clause 22 tabled by the Official Opposition—entitled “Person convicted under the Minimum Wage Act not to be appointed as director”—is laudable in its aims because the people flouting the rules should not get to be company directors. Being a company director is a privilege, not a right. For those people who have been convicted of not complying with the legislation, it is perfectly reasonable that they could be disqualified for a serious breach of the National Minimum Wage Act 1998. It is reasonable to disqualify them.

On the issue of trust and company service providers, there is more that the Bill should and must do. It is unfortunate that the consultation on the Office for Professional Body AML Supervision is still ongoing, I understand, or certainly not concluded, because that should form part of this Bill. It has been widely acknowledged that OPBAS is not effective and is not working as the Government intended, but the Government do not yet know what they are going to do, how they will fix OPBAS, whether it will require further legislation in this House, whether it will involve stripping OPBAS of its AML supervision responsibilities and duties and, if it does, where those responsibilities will lie.

Our suggestion in new clause 35 is to make Companies House the AML supervisor in its own right. I have asked various questions on why the Government do not believe that Companies House should be an anti-money laundering supervisor. It seems to us on the SNP Benches that, if Companies House is the front door for every company registered in the United Kingdom, it should be liable for anti-money laundering regulations. If we are asking banks and other institutions to look at that, why not the Government agency responsible for the registration of every company on these islands?

That would give Companies House more duties and stop the flow of guff companies, terrible information and people who seek to defraud our constituents at the front door. It seems bizarre to me that the Government would not want to shut the front door firmly in the face of the crooks and the people who want to do that. There is also more that could be done, as mentioned in some of the Labour amendments, on the duty and powers of Companies House. We think Companies House should have powers, and not only powers, but duties—it should have to do those things.

I do not see why there is ambiguity in this legislation. If the Government are saying Companies House should do it, they should make Companies House do it, rather than leaving it up to interpretation or somebody’s decision further down the line. They should make Companies House do it. We all know that, if we are not forced to do a thing, we might not do a thing. We might not do the dishes, or the laundry, but if we are forced to, we certainly will. There is more that can be done to shut the door and tighten the regulations.

Through our amendments, we also seek to tighten the integrity of the register. That includes new clause 36 and our amendment 109. They reflect Labour’s amendment 103 and some of the other amendments that speak to the importance of identification numbers and the integrity of the register itself.

Much of the evidence we heard in the Bill Committee, as well as at various APPG events and other online events, indicates that the register as it stands is full of absolute guff. It has had—[Interruption.] The Minister waves the legislation, but the difficulty is that he is not intending to fix all that guff. He is allowing that guff to live on the register forever, because there is not enough in the Bill about the retrospective action Companies House has to take, looking through all the hundreds and thousands of companies that, over many years, have been allowed to filter on to the register unheeded.

Graham Barrow’s Twitter account is full every single day of companies being registered with information that is absolute rubbish. We must have a means of putting a duty and an obligation on Companies House to go back through the register, to clear it out and to say, “There’s no point having that stuff on there, because it is in effect meaningless and it’s gumming up the system for those who want to use the register in legitimate ways.”

We must be able to keep a check on Companies House: that is why new clause 36 says that it should seek to ensure that registrations contain accurate, up-to-date information and that it comes back to update Parliament on its progress updating that register. We cannot expect these things to happen overnight, because it is a big register and there is an awful lot on it, but we must ensure that it is accurate. If it is not, there are very real consequences for our constituents, as Graham Barrow pointed out. People have found themselves being defrauded when their names, their addresses or both have been used inaccurately. Those people have been chased or pursued by criminals and all kinds of things have happened to them because of fraudulent information on the Companies House register.

Someone may not even find out that their name has been used fraudulently. If they have a name such as James Smith, they may never find out. There are only three Alison Thewlisses on the register, but they are all me. There should be one identification—I should not be on the register as three people—and that is why we seek a unique identifier to track people throughout their lives. If someone’s name has been registered and used without their knowledge, with an address that is not theirs—a mailbox perhaps—they may not find out about it but may end up being liable for the actions of the fraudsters, so a lot more can be done on that.

We are also seeking through amendment 111 to limit the number of directorships that people can have. People may have multiple directorships, but is the director of 300 companies really able to do that job properly? Probably not. Those are probably not real companies and that person is probably not acting as a proper director. Again, on the Companies House register, many people are registered for hundreds of companies. As a red flag in the system, that should stand out to Companies House, which should be able to ask, “Is this person a real director?” and do more investigation. Our amendment would encourage that.

I am quite pleased to see that Government amendments 30 and 32 would give Scottish Ministers the power to present a petition to wind up Scottish limited partnerships, which have been comprehensively abused for several years now. That has been a real problem, and giving Scottish Ministers the power to do something about it is important. Although they are called “Scottish limited partnerships”, they have in practice very little to do with the Scottish Government, who can do little about them at the moment, so that is an important power. I am grateful to Michael Clancy of the Law Society of Scotland, who I hope is correct in his belief that that is a practical and useful measure. Will the Minister outline whether he has had any further discussions with Scottish Ministers, and how he thinks the power would work in practice?

I am prepared to leave my remarks at that—I appreciate that other Members want to get in and discuss other things—but I will leave the Minister with a quote from a Bill Committee evidence session on 25 October. Bill Browder, who has been a great champion of corporate transparency and standing against corruption internationally, told the Committee:

“You can write as many great laws as you want—there is some good stuff in this law, and good stuff in the previous laws—but if no one is going to enforce it, then you are never going to change the risk-reward and people are going to carry on doing stuff. All this will continue, and I will sit here 10 years from now making the same allegations about how this is a centre of money laundering.”––[Official Report, Economic Crime and Corporate Transparency Public Bill Committee, 25 October 2022; c. 69, Q144.]

Nobody wants to be sitting here in 10 years—well, certainly not those of us on the SNP Benches—seeing money laundering going on unabated. We want the Government to take the opportunity that the Bill presents to close loopholes. To get that right, and get it right now, they should take the advice and knowledge that Members from across the House, and external organisations, have brought to the Bill. If the Government make the amendments and fix the Bill, they will have cross-party support for it.

Photo of Nigel Evans Nigel Evans Deputy Speaker (Second Deputy Chairman of Ways and Means)

Before I call Dame Andrea Leadsom, I remind everybody that a number of cases are still before the courts, and we do not know all the cases that there are. Even though the sub judice rule does not apply when we are legislating, Mr Speaker has urged caution for those live cases. If Members could do us a favour and look up cases that they intend to mention, that would be really useful.

Photo of Andrea Leadsom Andrea Leadsom Conservative, South Northamptonshire

It is a pleasure to follow Alison Thewliss. I agree with much of what she said, particularly about this House wishing her mum a very happy 70th birthday.

I also pay tribute to the Under-Secretary of State for Business, Energy and Industrial Strategy, my hon. Friend Kevin Hollinrake. I find it amazing that he has only recently become a Minister, as he has been such a stalwart and incredibly diligent in promoting better performance by the banking and business sectors. It is great to see him in his rightful place at the Dispatch Box.

I rise to speak to new clause 20, in the name of my hon. Friend Simon Fell, and to the two amendments I tabled that, very annoyingly, have not been selected, which are to do with phoenixing. I agree in general terms with the thrust of the debate: for reform of Companies House to be effective, it needs to be required to do new things. It is not enough to facilitate things; it needs to be given new duties and therefore the resources to be able to fulfil those duties. I can tell the House that in the brief time I spent as the Secretary of State for Business, Energy and Industrial Strategy, I had discussions with the excellent team of civil servants who are looking at company law reform, corporate governance and the Insolvency Service, and it is true to say, I am afraid, that they were not invited to go and talk to Ministers terribly often. They were definitely a bit of a Cinderella out there in BEIS, and this incredibly important area needs much more focus.

While this excellent Bill will take us much further forward, there are some areas in which we could and should, even at this late stage, do better. One area I am particularly keen to focus on is phoenixing. That is defined by the Insolvency Service as

“the practice of carrying on the same business or trade successively through a series of companies where each becomes insolvent…in turn. Each time this happens, the insolvent company’s business, but not its debts, is transferred to a new, similar ‘phoenix’ company.”

A number of colleagues across the House have raised phoenixing. It is appalling, and I am sure that you, Mr Deputy Speaker, also have constituents who have been to see you about double glazing businesses that come and flog some double glazing, take the deposit and then do not deliver anything. A few weeks later, the person is thinking, “Hang on a minute. Where are they?” They try to get in touch with the company and no one answers the phone. A few months later they start writing furious letters to the company. Perhaps they go and see their MP, as people have with me, and say “What is going on here?” The MP writes on their behalf and they still get nowhere. As things stand, the only recourse that person has is to go to the small claims court or the insolvency practitioner. Unfortunately, if it is a few hundred quid, the chances are that the person will not have the time, inclination or additional money to get satisfaction, so they just write it off. That is its own reward to those phoenix companies, so they just do it again and again. That is what we find time and time again.

Companies House can look at somebody who opens a business in the name of Fred Smith Ltd and then the next day Fred Smith and Sons Ltd, and the next day Fred Smith Incorporated or whatever it might be, in order to steal someone’s money and then set up in a new name. But the reality is that it does not look at it, because it is so commonplace and it does not have the resources. I urge the Minister to listen carefully to what colleagues around the House are saying and to create some new duties.

I certainly agree with my hon. Friends the Members for West Worcestershire (Harriett Baldwin) and for Barrow and Furness that there should be duties on Companies House to investigate directors who start up in one name and then move on to a very similar name. Indeed, the Minister or the House should set a fee to provide Companies House with the resources it needs to carry out those investigations.

In my amendments I have looked at this from the other end of the telescope, saying that there should be a duty on Companies House to investigate and that Companies House should then set out to the Minister what resources it needs. The Minister should then respond to its demand for more resources and set the fee at the appropriate level. We should do it that way round, rather than having this mythical £100 fee, which then provides the resources, but could be used for who knows what.

I am the chairman of the 1922 Back-Bench committee on BEIS, and we had an inquiry recently into how the Government support enterprise. We heard from a number of small business founder-owners. Particularly for young women setting up an online business, a sum of £100 would be quite a problem for them in trying to incorporate their company. It may well be that £100 is in fact too much money and would be a deterrent, particularly to young entrepreneurs and in some cases female entrepreneurs, in getting their company incorporated with Companies House. The amount would be better set by Companies House itself to pay for a new duty to investigate, in particular, scams and phoenixing companies. I am grateful for the opportunity to contribute to the debate, and I urge the Minister to look carefully at things that are quite unanimous across the House.

Photo of Margaret Hodge Margaret Hodge Labour, Barking 4:30 pm, 24th January 2023

I welcome the Minister to his place. I enjoyed working with him for a number of years on the Back Benches. We have co-operated well, and I look forward to that co-operation continuing now that he is a Minister. I am pleased to be working closely with his successor at the all-party parliamentary group on fair business banking, Simon Fell, who has tabled a number of the amendments put forward by the APPG.

I join others in welcoming the Bill. I welcome the fact that we are having this debate. This could be legislation that fundamentally transforms the landscape that has enabled economic crime to flourish in the UK. It could be the moment when we, in Britain, through the decisions that we make here in Parliament, give a message loud and clear to the world that there will be zero tolerance of money laundering fraud and other economic crime in our country. It could be the moment when, by acting against economic crime, we lay the foundations that would enable our financial sector, and with it our economy, to flourish and grow. As I have often said, we will never achieve sustained economic growth on the back of dirty money, but we could achieve it as a trusted jurisdiction that openly and firmly rejects illicit finance. It could be all of those things.

The Bill before us is welcome; it enables us to have these debates and to legislate, but in its current form it fails in too many ways. First, as it currently stands, I fear that it cannot achieve its stated purpose. Omissions and loopholes mean that there is a real danger that we could be setting up a new Companies House that will fail. One library filled with dud information will simply replace another. Secondly, in my view and that of the all-party parliamentary group on anti-corruption and responsible tax, which we will certainly make clear in tomorrow’s debates on new clauses, the Bill is too cautious and unambitious in its scope. It fails seriously to tackle the challenge that we in Britain face because of the exponential growth of economic crime. It is worth the House remembering what that is. Every year, economic crime costs this country somewhere in the region of £300 billion. That is a conservative estimate—in fact, I think it is a gross underestimate. That is 14.5% of GDP.

To look at just the fraud element of that, reported fraud affects one in 11 adults. I have been a victim of fraud that I have never reported, and we all know that there are victims of fraud who do not report it. One in 11 adults are affected, so this is a massive issue. That figure of £300 billion is double what we spend on the NHS. We are talking about mega sums that get lost in the UK economy every year and impact on all sorts of things: the quality of our public services, the raising of taxes, the economy as a whole and the reputation of the UK. There is an endless impact, and we have to tackle it.

I ask the Minister, as we did in Committee, to put aside the natural instinct to resist amendments tabled by Back Benchers. Our purpose is simply to strengthen the Bill, so that when it is passed, it can support our shared mission across the House to eradicate money laundering, fraud and other economic crime. I urge him and the Government to support our amendments, and I hope that Members in the other place will reflect on our debates today and in Committee when they consider the Bill in detail over the coming weeks.

I welcome the new clause that the Minister has tabled in relation to the accountability of Companies House. However, if he were to accept new clause 16, tabled by my hon. Friend Seema Malhotra, it would improve what he wants to do and the information that we in Parliament expect to receive about the performance of Companies House.

I warmly support all the new clauses tabled by members of the all-party group. As Dame Andrea Leadsom said, those measures would strengthen the duties of Companies House, which is really important; giving powers is one thing, but duties really matter. Those duties would ensure that we can validate the information contained in Companies House and that it has the integrity it needs to fulfil the purpose for which it is intended.

I look forward to tomorrow’s debate on important issues such as the reforms to corporate criminal liability, the strengthening of support for whistleblowers, tackling the growing problems associated with SLAPPs and introducing new powers that could help us to seize as well as freeze the assets that the Government control from people they have sanctioned.

I will focus my comments today on two sets of amendments that we in the all-party group are convinced are necessary to ensure that the reforms work and that the appropriate resources are in place to properly fund the reforms. Otherwise, our legislation is in danger of simply gathering dust on the shelves of the Library.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I am always interested in what the right hon. Lady has to say. We have shown that we are willing to engage with her suggested amendments, although we perhaps draft them in a different way, and the debate we had in Committee has been useful and fruitful for both sides.

On the question of duties, which my right hon. Friend Dame Andrea Leadsom also referred to, I point Members to clause 1. It is very clear that the registrar

“must… seek to promote the following objectives.”

The first is to ensure that documents are delivered to the registrar. The second is to ensure that the documents delivered are accurate. The third is to ensure that those documents do not create a “false or misleading impression”, and the fourth is to minimise the extent to which companies and others carry out unlawful activities. That is a duty—the registrar must do those things—so Members’ concerns should be assuaged by that clause.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

It is an important clause—I agree with the Minister on that—but equally, if we introduce a duty to ensure that persons with significant control of companies are who they say they are, it will strengthen the Bill. It will not undermine or contradict any of its clauses; it will simply strengthen it. With all my experience in this House as both a Minister and a Back Bencher, I know that if we are not very specific about what we place in legislation, we come back to it in subsequent years and regret that lack of determination. We see that particularly in our attempts to fight economic crime; so many times we think we have achieved something, then we come back and find it has not worked.

I turn to the first set of amendments that we in the all-party parliamentary group think are necessary, many of which have been tabled by the hon. Member for Barrow and Furness. We have tabled several amendments to create new duties on Companies House, rather than giving it powers, the most critical of which is about corporate service providers. If the Minister does not accept that, I predict that we will end up creating another database that is infected with falsehoods and errors, and will simply reinforce in people’s minds across the globe the growing acceptance that the UK is the best place to hide and launder dirty money.

The Government propose that the verification of data of our companies should not be carried out by Companies House staff, but should be outsourced to company service providers and other professionals. I do not entirely agree, but I accept that it is the Government’s right to determine that. If those professionals are to be responsible for the utterly crucial tests of verifying the identity of a company’s beneficial owner and the legitimacy of the address—all that important stuff—we must have confidence and trust in their honesty and integrity. We must ensure that they are properly supervised and checked and that, where necessary, they are disciplined by their professional organisation and stopped from acting in a professional capacity.

Let us take an honest look at where we are today. About half the companies registered at Companies House are established through trust and company service providers, but the “National risk assessment of money laundering and terrorist financing 2020” says that trust and company service providers present the “highest risk” to the effectiveness of AML regulations. There are too many bad apples among that group of professionals—it is not just a few.

I will talk about the Danske Bank scandal, in which the Minister has consistently expressed great interest and concern. Corrupt trust and company service providers played a key role in enabling massive sums—I have seen figures from £200 billion to £236 billion—to be laundered out of places such as Russia and Azerbaijan into jurisdictions such as the UK, the USA and others.

Photo of Peter Dowd Peter Dowd Labour, Bootle 4:45 pm, 24th January 2023

The disease of not listening troubles me. I am not saying that the Government are not listening, but they are not listening enough. On my right hon. Friend’s point, there are still thousands of properties in London and across the country that have unknown offshore owners and we do not know where the money comes from. Will the Bill, or its previous incarnations, do anything to resolve that issue? I am not convinced that it will.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

My hon. Friend makes an important point, because we legislated last year to create a register of properties that are owned through corporations in foreign jurisdictions, but I understand that Companies House is having real difficulty in establishing it, because it is very difficult for it to assess the real beneficial owners of trusts and companies incorporated somewhere such as the British Virgin Islands. That is why the amendments tabled by the Labour Front Bench to ensure that company service providers are located here so that we have better control and supervision are hugely important.

Last week, as I am sure the Minister saw, Danske Bank agreed to forfeit $2 billion in the US courts as part of an agreement to resolve the criminal liabilities facing it. On top of that, civil litigation has led to a fine of more than $400 million and individual employees could yet be charged by the US courts. That is massive. It is worth reflecting on the words used in that court verdict, including that

“Danske Bank, the largest bank in Denmark, deliberately disregarded U.S. law of which it is well aware, facilitated the laundering of criminal and suspicious proceeds through the United States, and placed the U.S. financial network at risk, all in the name of its bottom line.”

The judgment also says that it

“lied and deceived U.S. banks to pump billions of dollars of suspicious and criminal funds through the U.S. financial system… If you want to use the U.S. financial system, you must play by the rules. If you don’t, we will hold you accountable.”

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

The right hon. Member is raising a very important case, which she rightly says I have referred to on many occasions, and I welcome that fine. One of the things I know she will be debating tomorrow is corporate criminal liability, which I think would have a profound effect on companies willing to turn a blind eye to that, as Danske Bank did.

May I raise a couple of points about what the right hon. Member said earlier? It is always the Government’s position on this Bill that any overseas company service provider needs a UK branch and needs to be regulated by a money laundering supervisor. That is not something we were asked to do, but something we very much wanted to do.

On the point made by Peter Dowd, which the right hon. Member mentioned, about the register of overseas entities, the onus is on the entity itself to register the person who is the enterprise’s beneficial owner. If it does not do so—and it has to be done by the end of this month—it cannot sell or lease the property, and there are sanctions available such as fines, or potentially criminal prosecutions can be taken forward. That is the method of making sure we have such information.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

On the last point, the Minister is right that such companies cannot sell or lease the property, but I think it is probably almost impossible to verify whether the data they provide is accurate, because it is based on the incorporation of an entity in a foreign jurisdiction. That is the problem, and as I understand it from discussions I have had with those at Companies House, it is a problem it is currently facing.

I think the Minister and I would both wholeheartedly endorse the words of the court in the United States—I hope he would; I am sure he would—but let us start by recognising the truth. UK limited liability partnerships and companies were the preferred vehicle for all those clients, most of whom were not Latvian at all but were called non-resident clients—the Russian kleptocrats, drug smugglers, people smugglers and all those sorts of people—who used the Latvian branch of Danske Bank. It was UK company formation agents who worked closely with that Danske Bank branch in setting up those shell British registered companies.

To give one example in today’s context, it was a UK registered company, registered by a UK company service provider that set up Lantana Trade with an address in Harrow, and that company then set up a bank account in the Latvian branch of Danske Bank. According to the whistleblower in the Danske Bank case, the real beneficial owner of that company, which of course has now been dissolved—surprise, surprise—was Igor Putin, Putin’s cousin. The real purpose of setting up that company was to launder money stolen from Russian citizens out of Russia, and our company service providers facilitated that.

We know from an analysis of the FinCEN files submitted to various Committees by the people we have mentioned before—Simon Bowers and Richard Brooks, two very good investigative journalists—that the UK stood out in the FinCEN files as the jurisdiction where there was the largest concentration of companies about which suspicious activity reports had been filed. Over 3,000—3,267—shell companies revealed in the FinCEN files were UK companies. We know that just four of the largest company formation agents in the UK were associated with over half of those 3,267 companies, and they were named in those leaks. We also know that an address in Potters Bar was used by over 1,000 companies featured in that body of leaks. So again, company service providers facilitated the creation of companies that then appeared in that massive FinCEN leak.

My final example comes from a story last week in The Guardian and concerns the infamous Mr Usmanov, the Putin ally whose wealth is said to amount to £14 billion—I have seen different figures in different publications. He claims to have divested himself of most of his UK assets before he was sanctioned on 3 March last year, seven days after Russia invaded Ukraine, but ever more evidence is emerging suggesting that while he has created companies and trusts, using our company service providers to do so, with nominee owners, nominee trustees, nominee shareholders, nominee directors, he remains the real beneficial owner and controller of his assets.

This concerns not just his homes—Beechwood house in Highgate, said to be worth over £80 million, or the 16th century Sutton Place estate in Surrey—but his investment in Everton football club, now bottom of the league. He claims to have sold his interest in the club to his friend and long-time colleague Farhad Moshiri. Our professionals helped to structure these transfers of assets; our company service providers were involved. Yet when Everton was interviewing potential managers after 2016—after he claims to have sold his interests, but before he was sanctioned—Usmanov was always there. According to The Guardian, one candidate to become Everton manager said Usmanov stated during the interview that he owned the club, and another candidate said Usmanov left him with the impression the club belonged to the tycoon. Even Frank Lampard said that when he attended his interview

“Mr Usmanov was on Zoom call with Mr Moshiri”.

I have chosen just three examples, but there are too many bad apples among our company service providers, the people we are proposing to entrust with providing verified, reliable data for the new Companies House register.

We also know that, as colleagues have mentioned, the current system for supervision is broken. The Treasury commissioned a report that found that 81% of the bodies responsible for the legal and accountancy sectors were not supervising their members effectively on anti money-laundering regulations.

Photo of Catherine West Catherine West Shadow Minister (Foreign and Commonwealth Affairs)

My right hon. Friend is making an excellent speech. Does she agree that the US model is worth looking at? Law enforcement agencies that are successful get a percentage of the proceeds of their success back to recycle to employ more people to do more enforcement. It is a virtuous circle, whereas our rather hands-off approach is perhaps less effective.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

My hon. Friend is absolutely right and I will refer to that a little later in my contribution.

There is another report on HMRC’s supervision of company service providers. It looked at 672 of the company service providers and only 95—14%—were found to be compliant with checking that AML regulations were enforced by their members. More than half—352—were non-compliant, but only a third of those 352 were ever deemed to be non-compliant and were pursued through the courts; they received an average fine of £8,000.

This litany of ills demonstrates why we need to sort out the supervision of company service providers before we enact the legislation, and that is why our amendments in the name of the hon. Member for Barrow and Furness are so important. We need to be certain that the company service providers have been properly checked and supervised before we let them loose on verifying data for the new register.

The Treasury is already reviewing the supervision mechanism. I saw just recently that consultation on that review will start in the second quarter of 2023. What I am saying to the Minister is: where there is a political will, there is a political way. There is absolutely no reason why the review should not be completed and implemented concurrently with implementation of the legislation contained in the Bill. By putting that in the Bill, we would make certain—with my greatest love for every civil servant in the country—that that gets enacted. If we do not do that, we will end up with another dud register. We are giving him and the Government a pragmatic and practical suggestion that will simply make the Bill work as it is intended.

Photo of Nigel Mills Nigel Mills Conservative, Amber Valley 5:00 pm, 24th January 2023

We have wrestled with a similar issue on tax agents, where it has become clear that people are filing tax returns on behalf of their clients when they are neither competent nor perhaps have the right ethics to hold that power. However, it becomes hard to sort that out once they are existing in the system and filing returns. Does the right hon. Member agree that it would be much better to get only the right people authorised in the first place and that, by doing that up front, we would not have to come back afterwards to try to kick off people who have a heavy investment in carrying on?

Photo of Margaret Hodge Margaret Hodge Labour, Barking

The hon. Member makes a valid point, as he always does. That is a parallel argument for ensuring proper supervision and regulation and then checking and disciplining people in a professional capacity so that we get rid of the bad apples right across the piece. I was thinking about lawyers, because I think that only one case has been taken by the Solicitors Regulation Authority against one firm of solicitors on implementation of AML regulation. It is pathetic how little has been done in that context.

I turn briefly to the resourcing of the regulatory enforcement agencies and new clause 20. Our failure properly to resource these agencies is a disgrace. We should all share blame for where we are to date. In the USA, Biden sees economic crime as a security issue. As we now know from Russian activity in relation to the invasion of Ukraine, it is a security issue, and yet, if we look at our records, expenditure in the USA is going up by 31%, whereas here in the UK it has been cut by 4%. That is absolutely crazy. The Americans are much more aggressive and assertive in pursuing economic crime in both the civil and criminal courts. There is the Danske bank case, and there is the HSBC case that involved the Mexican drug cartel—the Minister will know about that. In America, in 2012, HSBC was fined $1.4 billion. In Britain, by 2021—nine years later—we managed a fine of only £64 million. Let us also look at the case of Standard Chartered—a UK bank. There again, the USA fined it $842 million. What we did in the UK? A fine of £102 million.

Let us look at the implementation of the Bribery Act 2010—legislation that we all think is working quite well—with a “failure to prevent” duty in it. In the UK, we have seen 99 criminal convictions since its introduction. In America, where there is a similar legislative framework, 236 criminal convictions—more than twice as many—have been completed.

Despite our timid approach to pursuing economic crime, and despite our pathetic response, it still pays to pursue it. In the five years between 2016 and 2021, the enforcement agencies brought in £3.9 billion to Treasury coffers. So it is not just a good thing for all those other arguments we have given; it also helps to support the public finances.

It is pointless passing laws and then failing to agree appropriate funding that would enable the Government to put those laws into practice. Our amendments aim to do just that, at—I stress this fact, which I think Harriett Baldwin mentioned—no cost to the taxpayer. We are doing it through raising the fees, which do not appear on the public sector borrowing requirement. We are not doing it by demanding any bit of public sector funding towards that cost.

It is absurdly low, whatever Members feel, to pay £12 to set up a company. To put that into context—this is a figure I used in Committee, but I will share it with the House—it costs £1,220 to get a visa for a skilled farm worker. We have just got the priorities completely, crazily wrong. If we look at the cost of incorporating a company across the world, even in those jurisdictions that are not the best, the British Virgin Islands charges £1,000 to set up a company and Jersey charges £425 to set up a company. In America, it varies from $570 to $1,400. Luxembourg—not my favourite jurisdiction—charges €1,100. It is only Greece and Slovenia who charge less than the UK.

We propose £100. That is a figure slightly imagined rather than grounded in fact, but it is the figure the Treasury Committee chose and the figure that the House of Lords’ Committee on fraud put forward, so we thought it was a better one. I do not accept that it is a barrier to any business, whether it is run by women or men. I just do not accept that argument at all. If you are setting up a business and you do not have £100, you have to question, whatever the nature of the business, the motivations for establishing it.

Photo of Liam Byrne Liam Byrne Labour, Birmingham, Hodge Hill

Does my right hon. Friend agree that if the Minister does not agree with new clause 20, he is in effect asking for powers without giving the House any confidence that we can actually summon the resources to implement those powers if we so grant them?

Photo of Margaret Hodge Margaret Hodge Labour, Barking

Absolutely. The Minister always assures us that he will be on top of it, but he will not be there forever, much as he might like to be. We therefore have to embed these issues in legislation, otherwise we will never to the position where funding for the enforcement of economic crime will be a priority for a Government of any colour. That is why setting it here is really important. I have to say to the Minister that I just do not believe that the figures are not around. I think that by this stage in the cycle, he will have figures that demonstrate how much is required. If we have more duties, it may go up. That is not a bad thing, because if it goes up it means we will be more effective at policing the system, and therefore preventing and detecting.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

I will give way to Nigel Mills and then I will give way to the Minister.

Photo of Nigel Mills Nigel Mills Conservative, Amber Valley

I am not sure I should pull rank on the Minister, but I am grateful to the right hon. Lady. Does she agree that it is not just the set-up fee we need to get at the right level, but the ongoing annual registration fee? Ensuring companies have the correct records on an ongoing basis is as important as having them on day one. There is probably a lot more money to be raised for Companies House with an annual fee, rather than a one-off at the start.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

If that has been proposed, it has not been proposed in the Bill. I am not hostile to that; it is a perfectly good suggestion. At the moment, all we have is a fee which we are trying to tie to inflation so it does not get caught up in annual arguments over priorities in the Budget. However, if there is a proposal, it would have been nice to see it. If there is a proposal to fund it in a different way, that would be great.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

My hon. Friend Nigel Mills has made absolutely the right point: as I said earlier, there are annual fees as well as incorporation fees, and we should look at both elements.

On the question of specifying a fee in the Bill, as Dame Margaret Hodge says, we do not even know yet what duties will be required of the registrar, because the Bill has not yet passed through both Houses. The registrar may end up having more duties that will cost more to perform, so it is impossible to say right now what resources she will need. As the right hon. Lady says, we may discover further down the line that more will be required, so why would we set out the fee in the Bill rather than in regulations, where we can vary it more easily?

Photo of Margaret Hodge Margaret Hodge Labour, Barking

My simple response to the Minister is to invite him to share with us the current budget estimate for Companies House, if the Bill is enacted in its present form, and to tell us what that will mean. I just cannot believe that the information is not in the mix somewhere, but the Minister is not choosing to share it with us Back Benchers at this point.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

Well, an estimate must be available, because we know where we are in the cycle. We know that somewhere or other this is being discussed. If the estimate changes, there is nothing to stop us changing the new clause at a later date.

More importantly, if 100 quid is too much, if the registrar does not need that much, or if the Minister wants to change the law and move from charging a fee on incorporation to charging an annual fee, I can see the logic of that, but presumably he would still have to come back to the House to put that in legislation—

Photo of Margaret Hodge Margaret Hodge Labour, Barking

Okay. But if the fee is too much, I still suggest that the Minister looks at subsections (5), (6) and (7) of new clause 20. We hope that he will set up an economic crime fund. Any surplus that results from raising the fee to 100 quid could then be well used by the NCA, the Serious Fraud Office or another agency with access to the fund. Our new clause would ensure that the money is ringfenced for use against economic crime, rather than being taken away by the Treasury and used for other purposes.

We also suggest that the Minister comes back to us on the issue of penalties to fund the fight against economic crime. Since 1984, all forfeiture proceeds in the USA have gone to an assets forfeiture fund. Just think what it will do with the $2 billion it has got out of the Danske Bank criminal settlement! We do not have that system in the UK: at the moment, something like 40% of the current fines and penalties go towards fighting economic crime. That is too little: it should be 100%.

There are precedents. The Information Commissioner has announced a new arrangement with the Department for Digital, Culture, Media and Sport whereby it can retain the money that it accesses through penalties to support its arguments and its work against the big tech companies. The Gambling Commission accepts contributions to compensate victims or payments to charity, rather than imposing a fine: that is another ringfencing hypothecation. Ofwat’s penalties levied against Southern Water were used to reimburse customers.

I have spoken for too long, Mr Deputy Speaker, but I have focused on two of the issues that I consider most critical among today’s group of amendments. That is not to say that the others do not matter—they do—but these are practical, common-sense proposals that are supported by the all-party group, and I know from conversations with Members that they command wide support across the Chamber. There is no badge of honour for Ministers in the Government if they fail to listen to their Back Benchers.

More importantly, we have to make this reform work. If we ignore these proposals, we will risk consigning much of the reform to the dustbin. The fight against economic crime is utterly vital. We all know that this is a once-in-a-generation opportunity. We know what the problems are, and we know that the solutions are multifaceted and complex. For heaven’s sake, let us work together and do what we can to make these reforms effective, efficient and fit for purpose. In that spirit, I will wait for the Minister to cheer me up by saying that he will accept these amendments from by Back Benchers of all political parties.

Photo of Simon Fell Simon Fell Conservative, Barrow and Furness

I rise to speak to new clauses 17, 18, 19, 101, 102 and 103 in my name, and to support new clause 20 in the name of my friend Dame Margaret Hodge. I am grateful to her and to members of the all-party groups on anti-corruption and responsible tax and on fair business banking for their support. I should say that I do not plan to press any of those new clauses to a vote today.

The Bill is the second part of a package designed to prevent the abuse of the UK’s corporate structures and to tackle economic crime. It is a good Bill which will go a long way towards achieving its aims, and I certainly welcome the Government new clauses and amendments, but we have to go beyond “good”. Those who seek to exploit our open economy and our corporate structures to enrich themselves—whether organised criminal gangs, fraudsters, kleptocrats or even terrorists—are better than “good”. They are singularly motivated to find opportunities to enrich themselves and their clients, and to abuse our systems in doing so. They are good at it because it is a profitable endeavour for them, and because it is unfortunately too easy for them to exploit the systems in which we operate.

Companies House is, of course, one of those systems. Supposedly the first line of defence against the abuse of our corporate structures as vehicles for criminality, it is in reality ill equipped for the scale of the onslaught that it faces. Because those who seek to use our structures against us are so very good at it, we must push back, and we must do so robustly. These new clauses seek to provide the tools to do just that, turning Companies House into a resourced, proactive agent that prevents and detects economic crime.

The University of Portsmouth estimates that economic crime costs the UK economy £350 billion every year. I know that we often have a race to the bottom in this place, but I think I am slightly topping the figure given earlier by the right hon. Member for Barking. In any event, these are not small sums. However, although economic crime represents such a high cost and such a threat to the UK’s economic system and our national security, we spend the equivalent of just 0.042% of our GDP on funding core national-level economic crime enforcement bodies, and although it is the single largest crime type in England and Wales, constituting 40% of all crime, less than 1% of law enforcement resource is dedicated to tackling it. We have to change that.

The common-sense fixes proposed in the new clauses are designed to close loopholes in existing legislation and create new obligations for the registrar to verify, proactively and on the basis of a risk-based approach, the accuracy of the data that companies submit. Allied to new clause 20, those new clauses obligate Companies House to perform checks and resource them, as well as providing the wider economic crime-fighting community with the funding that it requires.

New clause 17 requires the registrar to cross-check statements attesting to the identity of the person of significant control against company records in order to verify the status of beneficial owners. That is in line with the latest recommendations from the Financial Action Task Force. The power to reject documents, require information, remove documents or rectify the register is already in the Bill, so the new clause does not require the creation of additional powers; rather, it requires the registrar to use them more proactively. This obligation should come into force only when the registrar determines that there is sufficient risk, according to a risk-based assessment that the registrar must carry out. It is not good enough to verify the ID of the individual purporting to be the company’s owner, but not their status as the owner of the company. That leaves in place the risk that frontpeople and nominees will continue to be put forward as the “owners” of companies, despite real control being held elsewhere.

Members may ask why this matters. The Azerbaijani laundromat used a series of UK shell companies to launder more than $2.9 billion. Those funds were used to silence journalists and buy influence, among other purposes. Of the four companies involved in slushing money, all had one thing in common: the beneficial owners and directors listed were not real. In one instance, more than $1.7 billion was transferred to a man who was listed as a director, but was a modest driver in Baku and had no idea of the transactions being conducted in his name.

New clause 18 requires any person holding 5% or more of the shares in a public company to disclose their shares, and creates a duty for the registrar to check that a person does indeed hold 5% or more by cross-checking company records on the basis of a risk- based approach. As Duncan Hames of Transparency International said in Committee, when the Bill comes into force there will be a risk that

“shareholder information will become the poor relation on the company register.”––[Official Report, Economic Crime and Corporate Transparency Public Bill Committee, 27 October 2022; c. 91.]

That is of particular concern in circumstances in which companies claim not to have a person of significant control, and shareholder information becomes the next most useful source when it comes to understanding who is really behind some of these businesses.

The lack of transparency over who owns and controls UK-registered companies makes it entirely possible to obfuscate and hide criminally obtained money. The current state of shareholder data in Companies House information about shareholders of UK companies is difficult to access. For most companies, the information is spread over multiple PDF documents spanning several years. This means that there is no single place where we can go to see an up-to-date picture of a company’s shareholders, never mind a single place where all companies’ shareholders are listed so that we can see the connections between them. Where it can be found, shareholder information is also extremely limited, often with just a name given for either a person or a company. No additional information is required that would clarify who that person is and, unlike with company directors, there is no information on address, month or year of birth, nationality or country of incorporation. This makes it impossible to know with any certainty exactly who the shareholders are.

Shareholder information is also not verified. Neither Companies House nor the third-party agents setting up companies there need to verify that their company’s shareholders are who they say they are. This reduces the reliability of shareholder information published by Companies House and in turn the accuracy of Companies House data as a whole. To give an example of why this matters, in September last year, Companies House registered Atlas Integrate Services LLP, which declared a person of significant control whose date of birth showed her to be just two months old at the time. In her two months, she had apparently found the time not only to get started in the business but to get married, as she was listed as “Mrs”. Cases such as these make a mockery of Companies House and the notion that the information there is reliable.

New clause 19 creates an obligation for the registrar to examine the accounts of dissolved companies with a view to establishing whether economic crime has been committed, using a risk-based approach. Removing the ability for companies to go bust one day and reappear the next with a very similar name and very similar directors is one of the most important issues in tackling economic crime. This practice—the presence and disappearance of corporate entities—is often referred to as phoenixing, and it is linked to a good deal of fraud, as my right hon. Friend Dame Andrea Leadsom so eloquently laid out earlier.

Beyond fraud, dissolution is used by criminals to move dirty money through UK companies and evade investigation by law enforcement. The new clause would ensure that Companies House does effective due diligence to examine accounts to investigate whether fraud has occurred and actively pass information on to the relevant authorities if a company is dissolved. I am a pragmatist and I do not expect Companies House to check the accounts of every single dissolved company. The new clause takes a similarly pragmatic approach to fighting fraud and economic crime. Companies House should use a risk-based approach and investigate only when red flags are raised.

This matters. In the case of the Troika laundromat, billions of dollars flowed into Europe through lightly regulated UK companies with bank accounts in the Baltic region. More than 1,000 limited liability partnerships incorporated at Companies House handled transactions totalling an estimated $13 billion. Most of the money flowed into the companies via Lithuania’s now-defunct Ukio Bank. Several companies connected to the Troika laundromat were found to have abused Companies House processes through the striking-off process or the filing of dormant company accounts.

One UK-based company connected to the scheme was found to have made payments totalling £360 million despite having filed identical accounts each year and declared itself as dormant. Another UK company handled over £150 million-worth of transactions after applying for the company to be struck off. For example, Roberta Transit LLP never filed accounts at Companies House after it was set up in 2007. A year later, the agents who acted as members applied for it to be struck off. The application stated that the LLP had not traded or carried on business in the previous three months. However, the data shows that its bank accounts handled $36 million-worth of transactions over that period and $139 million in the three months after the strike-off application. Stranger Agency LLP was another Ukio customer, dissolved in 2014 but not linked to Troika. It filed identical accounts each year, telling Companies House that it was

“dormant throughout the current year and previous year”.

However, the data shows that it made payments totalling €421 million during that same period.

New clause 101 will ensure that corporate service providers are not authorised to carry out ID verification until the consultation on anti-money laundering supervision promised by the Government is completed and implemented. As the right hon. Member for Barking said, a 2021 review of the professional body supervisors responsible for the legal and accountancy sectors found that 81% of them were not supervising their members effectively. Half of the supervisors were found not to be ensuring that their members were taking timely action to improve their anti-money laundering procedures, and a third of the supervisors were found not to have effective separation between their advocacy and regulatory functions, creating a conflict of interest.

These are very real problems that the Government have identified. If we hope to deter, identify and prosecute those who seek to abuse our economic system for their own ends, we must tighten up our AML regime and ensure that those performing ID verification are well equipped to do so. Given the evidence and the Government’s assessment of our existing supervisory framework, the consistent thing to do would be to pause any expansion of outsourced IDV checks until supervision improves.

Amendment 102 would establish the risk-based approach used by the registrar to decide when to carry out certain duties, such as the “person with significant control” checks I mentioned earlier.

Amendment 103 builds on amendment 101 by creating an obligation on the registrar to check whether the identity checks carried out by authorised corporate service providers are accurate and valid, based on a risk-based approach. Amendment 103 empowers Companies House to request and review documents for ID checks done by authorised corporate service providers. As I have outlined, ID verification is an essential safeguard that ensures our companies register is accurate and reliable. The amendment is designed to address the loophole introduced by the Bill that will allow authorised corporate service providers to carry out ID verification unchecked.

As it stands, ACSPs will simply have to submit a document saying that a person is who they say they are. No actual proof will need to be submitted to support the accuracy of that statement. Amendment 103 empowers Companies House to check ACSPs’ homework, if it determines that a person poses a real risk of money laundering. This is a common-sense solution. I recognise that systematically carrying out IDV checks would be too onerous, so once again it is left to the registrar to determine where the risks are and to use the verification powers on a risk-based approach.

This matters, so tightening up the regime is crucial. I have already mentioned Atlas Integrate Services LLP and its two-month-old company director, but she is not alone. Some 4,000 beneficial owners are listed as being under the age of two, including one who has yet to be born. Although an entrepreneurial toddler can technically be listed as a beneficial owner, it seems impossible that they could be exercising effective control over a company. That said, my one-year-old seems to have effective control over my family.

In addition, it is worth noting that five beneficial owners control more than 6,000 companies registered at Companies House, raising the question of whether some of them are simply stooges put in place by the real owners. Trust or company service providers pose a particularly high risk of money laundering due to their role in setting up shell companies, but they rarely see fines above £1,000 for such activity. Approximately half the corporate entities in the UK are established through TCSPs, a practice that continues despite 2020’s national risk assessment finding that they carry one of the highest risks of money laundering.

It is simply intolerable that people abuse our economy to fund criminality, to give succour to kleptocrats or even to support terrorism. We have the capacity to make it much harder for them to do so. This Bill is an important part of our arsenal, but I return to my opening point: being good simply will not cut it. The people who abuse our economy and our corporate entities have every incentive to continue doing so and to innovate around any tweaks we put in place, which is why we have to use every tool available to tighten this regime to a point where the effort of abusing Companies House is simply not worth it.

My amendments and new clause 20 are a glimpse of the improvements we need to make to get us there. Put simply, these amendments would give Companies House the tools to proactively monitor registrations and to identify and defend against economic crime.

I am grateful to the Minister for his kind and thorough engagement on these issues amendments. I hope he will bring his deep knowledge and pragmatism to those points when the Bill reaches the other place. He was a doughty champion before assuming office, and I am certain he will remain so now that he has a firm grip on the levers of power.

I fear that I have already taken up too much of the House’s time, so I will end there.

Photo of Liam Byrne Liam Byrne Labour, Birmingham, Hodge Hill 5:15 pm, 24th January 2023

I wholeheartedly agree with the content, sentiment, analysis and explanation that Simon Fell gave the House. Like him, and like my right hon. Friend Dame Margaret Hodge, I very much welcome the Bill coming to the House and to its Report stage. The Bill is overdue, but it is also underpowered. It is therefore open to improvement, which is why I hope the Minister will be listening so carefully to the debate on these amendments.

As I have said, the Minister is a very lucky Minister. Very few people in this House can have campaigned on an issue for so long, then been handed their dream job by the Prime Minister and then secured parliamentary time for sweeping legislative reform that puts more power into their hands and those of the agencies for which they are responsible. If that was not good enough, the Minister then has a chorus line of Members of Parliament tipping up to the House to offer not to cut his budget but to increase it, to provide him with the resources he needs to fulfil the ambitions of this job. Let us be clear: there will be no progress on tackling economic crime unless we give the enforcement agencies more money. Frankly, money is the root of all progress in this area, and at the moment, although Companies House may get new powers from the Bill, it does not get the resources it needs. That is why the changes set out in new clause 20 are so important.

Many right hon. and hon. Members have rehearsed the rationale for the Bill, and I just want to add a couple of words on that. One relates to the autopsy on tackling economic crime that we conducted at the witness stage of this Bill. Secondly, I want to celebrate the Minister for Security, Tom Tugendhat, who is not in his place, for some of the work he did as Chair of the Foreign Affairs Committee, in order to underline how this is a shared agenda right across the House, supported by hon. Members in all parts of it.

My right hon. Friend the Member for Barking eloquently set out, as she has for some years, the sheer staggering scale of the scandal of economic crime in this country. We have become almost immune to the stories about the Russian laundromat and the Azerbaijan laundromat, but hundreds of billions of pounds being laundered through UK corporate structures is a matter of shame and scandal for this country. Bill Browder, that doughty fighter, said in the public witness sessions that he simply could not believe that he had been campaigning around the world for things such as Magnitsky sanctions for a long time but the real scandal was that here in this country, despite the hundreds of billions laundered out of Russia through this country, there had been only one successful prosecution for money laundering relating to that smuggling of money away from the Russian people. That is an appalling track record of prosecution in this country, and all of us in this House are united in an ambition to fix that.

We then heard from the policing agencies. We heard from the City of London police and from some of our economic crime fighters, who went on the record time and time again to say that they did not have the resources to do the job. So the size of the scandal is well established and a police force that is telling us loud and clear, in public, in this House, that it does not have the resources to do the job. We then heard from representatives of Companies House, in a hearing held in November, on the record, that even though we were only months away from a new financial year, they had not yet submitted their budget requests to the Treasury. The Minister has not told us what those budget requests look like today, even though the next fiscal statement is scheduled for just 50 days’ time. So I hope that when the Minister winds up he can give us a degree of reassurance that a budget is ready and ready to go, because, having been a Chief Secretary, I can tell him that if he is not on the front foot in arguing for the budgets he needs, he is going to get taken to the cleaners.

One of the most alarming bits of evidence that we concluded with in the Public Bill Committee sessions came from the independent reviewer of terrorism legislation. He painted for us a realistic scenario that could well have been a storyline from “Gangs of London”, whereby economic criminals team up with weapons suppliers to bring serious amounts of weaponry into this country and into the hands of organised criminal groups. The independent reviewer of terrorism legislation was frankly amazed that this has not happened already, but it underlines how, as my right hon. Friend the Member for Barking said, economic crime is a national security issue and we should be treating it as such.

None of these problems is a secret. The Minister for Security, who is not in his place, did the House a great service as Chair of the Foreign Affairs Committee in overseeing two reports, the last of which was on illicit finance. I want to remind the House of some of the report’s conclusions. First, it concluded that

“assets laundered through the UK are financing President Putin’s war in Ukraine.”

That is how bad the enablers in this country are. Secondly, it said that

“the Government appear to lack a grip on both the enablers of potential sanctions targets and, crucially, their proxies to whom wealth is transferred.”

The result was a conclusion from the Foreign Affairs Committee calling on the Government to substantially increase funding and expert resources for key law enforcement agencies.

The report went on to talk about how, as my right hon. Friend the Member for Barking shared with the House, the UK spends a grand total of 0.042% of GDP on tackling economic crime. Money laundering prosecutions are going so well that they have actually dropped by 35% in the last five years. Convictions by the Serious Fraud Office are on a notable downward trajectory. The Atlantic Council, for heaven’s sake, has said that the UK is now

“in severe danger of being shown to be a paper tiger” because our enforcement of the sanctions against economic crime is so weak. The report concluded:

“we repeat the call for a substantial increase in funding and export resourcing for the National Crime Agency, Serious Fraud Office and other responsible agencies.”

In that context, two points are important in the basket of new clauses we are debating this afternoon. First, it is essential that Ministers come to the House each year with an assessment of how the Government are doing in policing the sin of economic crime. That cannot simply be constrained to the performance of Companies House. It has to be a report on the economic crime system. The proof of the need for that was given to us by openDemocracy this morning. I am, as are many Members here, enormously grateful to Jim Fitzpatrick for the courage he has shown in bringing together a story that shows that this country is actually providing sanction waivers for warlords. We have given the green light to Putin’s chef, Prigozhin, to hire London lawyers to fly to St Petersburg to prepare a case in English courts to silence English journalists.

I have gone through the email traffic that is the background of the story. It includes lawyers, some based in London, debating how to attack Eliot Higgins—not Bellingcat, because the individual is always more vulnerable than the company—and how they are going to make sure the assets are assessed to ensure maximum damage can be done to Bellingcat. We gave the green light for those lawyers to fly to St Petersburg to have that conversation. We gave them a waiver on a sanctions exemption.

The Office of Financial Sanctions Implementation—an agency in the Treasury—is frankly not joined up with the rest of Government or the economic crime system. That is an appalling system failure, which I hope the House will have a chance to debate in some depth over the days to come. It underlines why we need in this legislation a stipulation, requirement or demand on Ministers to come forward and bring us a comprehensive analysis each year of how the economic crime system is performing and of the new sins for which new laws are required in order to police them.

The second point is on resourcing. We have all heard loud and clear today about how the economic crime system lacks money. I hear and sympathise with the Minister’s argument that £100 is not the right figure—that it might need to go up, that it should not be a one-off and that it should be planned annually. I suppose all those arguments would carry more weight with the House this afternoon if we had on the table an analysis of how much the economic policing system actually needs and how the Minister will assemble that money in 50 days’ time for the Budget and the beginning of the new financial year.

However, the truth is that we do not have that. We have not had any sign of it, and we have been hunting for it pretty systematically before Report. We are now in January and it is still not there, so the House is right to be pretty alarmed that the money that is needed will not go into economic crime policing over the year to come. The intention of Members of this House is not to force the Minister’s hand; it is to empower him in his conversations with the Treasury, which will no doubt be difficult, but in which we hope he will prevail.

Let me conclude with two points, which have stood out for me in the debates that we had in the Bill Committee and today’s debate on Report. We are a small, open country with a very big financial services system. Working in that system are millions of people who are honest, work hard, do their best and pay their taxes. Indeed, I was very happy to work in that sector, at Rothschild, for several years before I was elected to this House. But if this country continues to neglect our defences against economic crime, those financial services will go elsewhere. In a very real sense, as Thomas Gresham once put it, bad money will drive out good, and the price will be paid by millions of hard-working people in the financial services sector of this country.

The Minister has campaigned on this issue for so long, and all of us salute him for that work, but he has now signed up to fight this inferno as a Minister, asking to be armed only with water pistols. That is not brave or heroic. That is an approach that is doomed to failure. Even at this late stage, we urge the Minister to change course, because policing on a shoestring is policing that is hamstrung. It is no good having Ministers who are clear-sighted about the risk but half-hearted about the response. When police are too weak, it generally means that criminals are too strong, and the economic criminals who exploit this country have been too strong for too long.

Photo of Jonathan Djanogly Jonathan Djanogly Conservative, Huntingdon 5:30 pm, 24th January 2023

This is a first-rate piece of legislation, which is both timely and important in the ongoing fight against economic crime. I join many others in the House in saying that it is good to see presenting the Bill a Minister who has long engaged with these issues. There have been many excellent and important contributions during the debate.

Much of the Bill, particularly part 1, develops themes that were debated during the Companies Act 2006. That Act itself was formulated on the basis of many years of consultation. It was Dame Margaret Hodge who took the Bill through the House. I think it was the longest Bill ever—it may still be the longest Act ever. I had the pleasure of being the shadow Department of Trade and Industry Minister at the time. We proceeded on the Bill mainly in a spirit of co-operation, as I recall, so, it is very appropriate that today, some 17 years later, we are not only co-signing amendments to develop this workstream further, but talking almost one after the other, just like old times. Today, once again, the right hon. Lady made a very important contribution. I say “workstream” because this is an area, like so many, where development of the law is required because of changes that have taken place through technology and practice, both of criminals and regulatory gaps or inaction.

For instance, in 2006, paper registers maintained by companies were the norm, particularly for small companies. People simply did not think of identification verification in the way that is now commonly accepted. Therefore, moves in the Bill, for instance to require directors and those delivering documents to have their IDs verified and to provide for registers to be held centrally, are not only better to stop fraud, but more transparent and accessible and, frankly, are now the contemporary norm.

The general mood at the time of the 2006 Act was, I would say, broadly deregulatory, which is fundamentally why the then Conservative Opposition were able to work very well with the then Labour Government on that Act. It must be said that that was well before 42% of all UK crime was fraud related, as it is now. Of course, there will always be a trade-off between absolute ease of doing business and upping levels of regulatory checks, but for the most part this Bill has got it right in improving protections against fraud while measuring the mood of business.

I would sound a cautionary note that, while this place can create as many new offences as we like, a point other hon. Members have made, if they are not enforced and resourced, nothing will happen. The Companies Act 2006 is packed with criminal offences, most of which have hardly ever been prosecuted—I would wager that many of them have never been prosecuted at all. I heard the Minister read out a list earlier of “must dos” for the role of Companies House, but without management and funding, he should not assume that it is all just going to happen.

Enforcement costs money and lack of resource has historically hindered investigation as much as prosecution. I appreciate and welcome the fact that the Government’s intention to change the role of Companies House from a plain registry to a semi-regulator is being backed up with more money, and I was interested to hear the Minister’s view earlier on new clause 20, which proposes charging a £100 incorporation fee. He was clearly open to reviewing the level of fees based on need.

The Companies Act proposal for a very low fee was to encourage global people to set up companies in the United Kingdom rather than elsewhere. I appreciate that point, but, first, the fee should have kept up with inflation and, secondly, even at £100 it would not constitute a huge sum to set up a company. Also, importantly, there are no proposals to raise the minimum capital requirements for new companies, which would present a bigger obstacle to new business formation than a reasonable fee—a fee that could go towards enforcement, as my hon. Friend Harriett Baldwin described.

There is no doubt in my mind that the challenge facing Companies House in terms of culture change with this new legislation is not insignificant and will need some serious managing and monitoring by Ministers. New clause 16, which suggests that the Government publish an annual report on the reforms proposed by this Bill, is a good one. This is for the most part not a Bill of grand designs or massive innovation; it is moving forward on necessary protections in a measured and forensic way.

As Liam Byrne said, realistically it is unlikely that the necessary tweaking will end on the day the Bill is enacted, and reviews are therefore a very good idea. Government new clause 15 is welcome recognition of that, although I am not sure why Ministers want to restrict the reports to only parts 1 and 3 of the Bill. I hope that those reports do not simply look at how we can introduce ever tighter checks. The reports should also review how checks can be done with minimum regulation and maximum efficiency to avoid red tape clogging up business. I appreciate that that is easier said than done, and will require ongoing vigilance and full consultation with practice lawyers and other practitioners.

Clause 63, providing for authorisation of corporate service providers, is novel and a significant move from existing company law. However, given the potential for mischief happening with companies being incorporated for illegal reasons, it must be the right way to go. Amendment 103 forces the registrar to carry out risk assessments to establish whether the verification of the ID by the provider

“is likely to give rise to a risk of economic crime.”

I am not sure that the wording of the amendment is perfect, but the principle seems sound if we are to have active enforcement. The idea of having unique identities for people dealing with the register will be a significant help to stopping the very real problem of impersonation and companies being hijacked by imposters. However, getting the system working will require a good push, so I will be interested to hear the Minister’s reaction to amendment 105, which would basically make such a system a duty rather than just something that could be done.

Most of the points that I make today are of what I would call the fine-tuning variety. As I have said, the nature of this worthy Bill means that more fine-tuning will be needed as we go along. An acknowledgment of that from the Minister would be appreciated.

Photo of Gavin Newlands Gavin Newlands Shadow SNP Spokesperson (Transport) 5:45 pm, 24th January 2023

I rise to speak to new clauses 37 and 38. May I start by informally correcting the record? The Hansard report of the Committee stage noted that I had said, “The Bill is excellent”, and indeed, the Minister jumped on that—unsurprisingly, given those comments—when he responded to my contribution. Perhaps characteristically, I had mumbled, “The intent of the Bill is excellent.” And it is no doubt excellent in places, but as it stands, it is a good Bill that could be made excellent with further provisions.

The Minister has—certainly from an Opposition point of view—gone through what amounts to an extended honeymoon period, given the acclaim with which he has been addressed by Members from across the Chamber. Like those who are more expert in the general area addressed by the Bill, and its provisions, I absolutely do not doubt the Minister’s intent, but in the end, he will be measured by the final Act and its implementation.

I accept that the Government have made a big concession on directorate exceptions, but many of the areas to which Opposition parties sought to draw the Government’s attention in Committee remain unchanged or not strong enough—the Minister himself campaigned on some of them just a few weeks prior to the Bill. In the end, 69 pages were added to what is now quite a hefty Bill, but some areas of Companies House policy remain largely unaddressed. The one I will focus on—and the subject of new clause 37—is phoenixing.

Dame Andrea Leadsom, who is no longer in her place, described phoenixing for us, so I do not have to. I am sad to see that her amendment 112, which I sponsored, has not made the final agenda, but new clause 37 is, in many ways, wider than her amendment. My hon. Friend Alison Thewliss made the point about how serious phoenixing is to all our constituents. As laudable and important as the aims of the Bill are, many of the issues that it addresses do not impact day to day on the vast majority of our constituents, whereas issues such as phoenixing do.

As I have said, I accept the laudable intentions behind the Bill, which contains provisions on unique identifiers and so on that would help to block some of the more obvious means of phoenixing—as we discussed when we took oral evidence and throughout our line-by-line scrutiny—but my view, and that of many others, is that we are missing a golden opportunity to fully address phoenixing and tighten up all parts of the regulation relating to Companies House. The genesis of new clauses 37 and 38 is, as I mentioned in Committee, a specific director and company that, unfortunately, harmed hundreds of my constituents and thousands across Scotland and the UK.

New clause 37 would stop those who have burned through multiple limited companies, leaving a trail of destruction in their wake with little or no recourse for the authorities. It would deal with the worst of those culprits by specifying those who are

“subject to winding up procedures under the Insolvency Act 1986 on more than three occasions in the preceding five years”,

so we have gone for the particular egregious end of phoenixing. It would not prevent those who have no nefarious or ill intent but find that their company is unsuccessful, even on more than occasion. It would not apply automatically to any individual who hits the three winding-ups limit. It would only allow the registrar to act if there were grounds to do so.

Around 10 years ago a company called Home Energy and Lifestyle Management Systems, controlled and operated by a man called Robert Skillen, went door-to-door in my constituency offering solar panels and home insulation as part of the now scrapped UK Government green deal scheme. Hundreds of my constituents and thousands across the UK are still paying the price to the tune of thousands of pounds each. Skillen was able to wind up HELMS, move on to his latest venture with millions in his back pocket and face no consequences whatsoever for his personal actions. There are thousands of individuals like him with a long track record of extracting maximum value from scams via limited companies and then setting up shop for a new crack at the very same thing, having defrauded thousands of people. Skillen even had the cheek to set up a company to assist those who had been defrauded by his previous company to receive compensation, from which he would receive a cut. It is extraordinary.

That type of individual is currently beyond the reach of the law, so hopefully provisions such as the new clause would assist with that. Mr Skillen was fined £200,000 by the Information Commissioner’s Office and £10,500 by the then Department of Energy and Climate Change, but the fact is that he only paid £10,000 of that £200,000 before winding the company up. That led the ICO to lobby the Government to enable it to fine individuals such as Mr Skillen up to half a million pounds. In respect of cases such as Mr Skillen and many others who make sharp practice look easy and do so without any care or remorse, the new clause would act as a deterrent to the manipulation of company registration for personal gain and prevent those who have used multiple company identities for malfeasance or sinister purposes from continuing that pattern of behaviour ad nauseam.

I stress that the point of the new clause is not to prevent those who have genuinely unsuccessful businesses from starting afresh. The registrar should be able to separate those cases from those of people with evil intent. Companies House already has the ability to disqualify directors, and the new clause would simply allow it to consider slightly wider grounds on which such a disqualification could rest. It would help put an end to the cases that every Member of this House will no doubt have encountered in their constituencies of companies taking payment for goods and services, shutting up shop with the cash pocketed and popping up again under a different name, but carrying out exactly the same work.

As it stands, there is no prohibition on being a director of a new company while another director is subject to insolvency procedures, as far as I am aware, unless the Minister can tell us differently. I have looked through the Bill and there are no provisions within the current Bill that would change that situation. In Committee, the Minister said, in responding to the new clause we were discussing at the time, that he was

“keen to look at not just phoenixing but other types of situation where people deliberately take risks like that that have devastating consequences for consumers and businesses in our constituencies.”––[Official Report, Economic Crime and Corporate Transparency Public Bill Committee, 29 November 2022; c. 601.]

Moreover, he said:

“There is a wider issue…Certainly, a piece of work is needed to look at this in detail.” ––[Official Report, Economic Crime and Corporate Transparency Public Bill Committee, 29 November 2022; c. 602.]

Can he tell us what work that is? When might it be brought forward? If it is not dealt with in the Economic Crime and Corporate Transparency Bill, then where? I hope that Members in the other place will give phoenixing the attention that it demands.

Photo of Alison Thewliss Alison Thewliss Shadow SNP Spokesperson (Home Affairs)

My hon. Friend is making a good case on the impact of phoenixing on individuals and our constituents. Is he aware also of cases where companies have employed subcontractors, they have done all the work and then the company goes bust before they have been paid? Does he agree that it is important that the Bill tackles that kind of practice, too, which can put those subcontractors at risk of going bust?

Photo of Gavin Newlands Gavin Newlands Shadow SNP Spokesperson (Transport)

I absolutely agree with my hon. Friend. Subcontractors also come to us with these issues. As well as the customer or consumer, there are currently no protections for those subcontractors at the end of the day. New clause 37 would go some way to addressing that.

I will deal with new clause 38 in short order. It proposes to turn off the tap of public funding to those who have failed to discharge their duties to their company’s staff under the Companies Act 2006. I mentioned Mr Skillen; a local constituent got in touch to tell me that he is back in business. The company that he is currently a director of is in receipt of public funds. Mr Skillen is a director of four limited companies, each one coming after winding up a firm. Those companies are interlinked via control and ownership structures. Through that, Government loan funding was applied for and granted just before Mr Skillen became a director and owner of a large chunk of the new enterprise.

New clause 38 would simply prevent those who have failed to discharge their duties from receiving public money or support for any company for which they are listed as a director. Mr Skillen’s modus operandi was to misuse and mis-sell under the Government’s green deal scheme. He has popped up in a company benefiting from taxpayer funding that is also involved in energy business. It is simply not good enough that policy interventions intended to promote a wider economic strategy, be it local or national, are manipulated and used by spivs who are able to hide behind company registration and face no barriers to their actions from the registrar, short of the nuclear option of being barred from acting as a director.

We have seen a number of cases, the most high profile being P&O, in relation to which Mr Hebblethwaite told a joint sitting of Select Committees of this House that he broke the law and would do it again. British Airways breached its duties as employers and breached employment law—its chief executive happily admitted to breaking the law. Such blatant and open law breaking cannot be rewarded with taxpayer support. The new clause will ensure that those breaching laws that are meant to protect workers cannot then dip into the same workers’ pockets for financial support. That would not impact on workers because, despite the answer the Minister gave in Committee, any such funding such as the furlough scheme would not be affected by the new clause.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy) 6:00 pm, 24th January 2023

It is always a pleasure to follow Gavin Newlands, who referenced many of our debates in Committee. I thank hon. Members on both sides of the House for their kind words about my role in the Department and in taking forward this legislation. Let me first say that any reports of the death of my ambition in this area have been greatly exaggerated.

I will aim to respond to as many points as possible in the time allocated by my hon. Friends the Whips. Today we have seen broad agreement across the House on the importance of accountability to Parliament on the implementation of the reforms. I thank Seema Malhotra for new clause 16 on this topic, and for her work in Committee. As she might understand, I feel that the new clause would duplicate the Government’s new clause 15, which would require the Government to produce for Parliament an annual report on the implementation operations of parts 1 to 3 until 2030.

I believe that the Government’s amendment is broader and capable of providing more information to assist parliamentary scrutiny. I welcome the suggestion in some areas of reporting that may be of interest. However, I do not believe that setting a prescriptive list of those in advance is the best way of achieving our intent. I fully subscribe to the view that no one goes to work to do a bad job, and I have every confidence that the registrar, given the requirements on her to oversee the integrity and accuracy of the register, will do that well and will ensure that those measures are reported to Parliament. I therefore respectfully ask the hon. Lady for Feltham and Heston not to press her amendment.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

I thank the Minister for giving way. Would he commit to a meeting with Dame Margaret Hodge and me on this issue? It is not the case that my new clause duplicates the Government’s new clause. The new clauses are very complimentary and there is more to be done to make sure that we get this right.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I am always happy to have a meeting with the hon. Lady—we met only last week to discuss her amendments and the Government amendments. Some of the things in her new clause are already reported to Parliament, such as the number of businesses struck off the register. It is important that we do not duplicate in this legislation things that are already being done, but I am always happy to have a meeting with her.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

The Minister has made the point today and in Committee about this data being collected and reported elsewhere, but that should make it easier to have a more comprehensive report, so that all the information on economic crime is in one place. Perhaps that is something we can pick up in the meeting that he has kindly agreed to.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I am happy to have a meeting with the hon. Lady to discuss the different things that she thinks should be reported. Clearly, the annual report should be comprehensive and cover many of the matters that she raises.

Much has been made about creating duties and obligations for Companies House. As my hon. Friend Mr Djanogly said, we should not assume that these things will happen by right. Oversight by Ministers, Parliament, public and press is needed to ensure that these measures are properly implemented. Companies House is an Executive agency of my Department, and I can commit that it will be obliged by the Government to deliver on the policy intent and resourced to do so, which I will talk about in a second. Government new clause 15 is not just about process; it will ensure that Parliament is provided with reassurance on the further work that will be required after Royal Assent, such as the laying of secondary legislation or the development of IT.

Photo of Alison Thewliss Alison Thewliss Shadow SNP Spokesperson (Home Affairs)

The Minister talks about the need for secondary legislation. Does he have an idea of the timescale for that coming before the House, so that we know how long it will be before things actually happen?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I cannot give a fixed timescale for the regulations, but clearly the quicker we get the Bill to Royal Assent, the better. I am sure that the hon. Lady will assist with that; she has been very co-operative in the past, despite the lengthy debates we have had about various matters.

The Opposition’s new clause 16 would require the report to set out the number of fines issued by the registrar. Companies House not only already does that but goes much further, publishing annual data on the fines issued by the registrar broken down by type of company. For example, in the last financial year, 171 penalties of £1,500 were issued to companies registered in England and Wales for filing their accounts up to three months late.

I can reassure Members that it is the Government’s policy to issue unique identifiers to all individuals who will be required to verify their identity. That includes new and existing directors of companies, as well as anyone filing information with Companies House. These unique identifiers will mean that Companies House can link an individual’s verified identity across multiple data points, roles and company associations, to enable users of the register to search for an individual and find all relevant records.

Photo of Alison Thewliss Alison Thewliss Shadow SNP Spokesperson (Home Affairs)

I made the point earlier about my name appearing in three places on the register, with three different addresses where I have lived at different points of my life. How will Companies House tell me that my entries have been consolidated, and how will it contact me?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

As the hon. Lady knows, the unique identifier will not be public, because we think that could increase the chances of fraud. It is already possible to search the Companies House database to a certain extent; for example, if she searches my name, my previous directorships all link together. We intend to improve the database by linking the hon. Lady’s name, year and month of birth, address and any other companies she may be associated with. That will link those records, to give a holistic overview of her company associations.

Photo of Seema Malhotra Seema Malhotra Shadow Minister (Business, Energy and Industrial Strategy)

Of course, the Minister will not want accounts to be inadvertently linked where there may be two people with the same name and, possibly, date of birth. Has he had any discussions with Companies House about writing to current directors to ask them to confirm whether they are on the register with any past addresses, to speed up the linking with the unique ID at the back end?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

That is an operational matter for Companies House; it is not for me as the Minister. The registrar clearly has a responsibility to ensure the integrity of the database, and how she seeks to do that will be up to her.

Amendment 101 is clearly key. The Government are committed to ensuring that the checks carried out by ACSPs are robust. ACSPs will be required to carry out checks to at least the same standard as the registrar, who will be able to query any suspicious information. The registrar will establish a robust scrutiny process with AML supervisors for onboarding ACSPs. If necessary, she can suspend or de-authorise an ACSP to exclude it from forming companies. The vast majority of accountants, lawyers and other agents who make filings on behalf of companies operate to high standards. It would be disproportionate to block them all from making such filings while the Treasury works through the reform of the supervisory regime—something that we all clearly want it to get right.

New clause 34 requires the Government to report on the number of foreign corporate service providers that have been registered at Companies House. Clause 63 gives the Secretary of State the power to permit the authorisation of foreign corporate service providers subject to equivalent AML regimes abroad. That is obviously in the context of a potential trade deal that is not currently on the table.

On amendment 104, tabled by the hon. Member for Feltham and Heston, I cannot agree with this fifth objective for the registrar. The Bill already places a legal duty on the registrar to seek to promote the objectives, which inherently demands proactivity. Tentative use of her powers would result in the registrar being in danger of failing to satisfy the duty.

On the accuracy of existing data, I thank Alison Thewliss, whose new clause 36 would have the registrar ensure the accuracy and veracity of all register information prior to the commencement of the Bill’s reforms. Clearly, that constitutes many millions of pieces of information, with many thousands being added every day—the analogy of painting the Forth bridge springs to mind. If we were to do what she asks and the registrar were to fulfil the requirements of the new clause, it is unlikely that the beneficial reforms of the Bill would ever be realised, because of the duty it would place on the registrar.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I have been told that I need to make progress, but I thank the right hon. Lady—my former partner in fighting economic crime—for her amendment on Companies House fees, which is clearly key. It is critical that the registrar is sufficiently funded to carry out her duties.

Liam Byrne is wrong to say that the Bill does not provide extra resources to Companies House to implement the measures, because clause 90 sets out exactly what areas will be taken into account when fees are set. The Bill gives the Government more flexibility to increase the fees and charges by broadening the range of functions that can be funded through those fees. The Government are reviewing funding arrangements in the context of the reforms and are committed to ensuring that Companies House is fully resourced to perform its new role and functions. As I said earlier, Companies House levies a range of fees, not just the up-front charge on incorporation, and I confirm that we are exploring a range of options about how fees will evolve.

New clause 22, on the national minimum wage, tabled by the hon. Member for Feltham and Heston, seeks to ban those convicted under the National Minimum Wage Act 1998 from being appointed as directors. The national minimum wage enforcement team at HMRC, whose resources have been doubled over the last six years, as have the penalties for non-compliance, already refers appropriate cases to the Insolvency Service, which, as part of its normal remit, considers director disqualifications where appropriate. Indeed, three people were disqualified in 2021 for such transgressions.

I thank my hon. Friend Simon Fell for his new clause 18, which would require a person who controls more than 5% of the shares in a public company to disclose that information to the registrar. I very much note his concerns about shareholder transparency. However, we must balance transparency concerns and the benefits of having additional information against imposing undue burdens on businesses.

Photo of Margaret Hodge Margaret Hodge Labour, Barking

Will the Minister accept any of the amendments or new clauses brought forward by Back Benchers today?

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

As the right hon. Lady knows, new clause 15, which we tabled today, is based on some of the debate we had and the ideas she brought forward in Committee. So I say to her that she should keep bringing forward the ideas, and we will certainly consider them.

The Companies Act already requires traded companies to maintain up-to-date lists of their shareholders and report any changes in shareholders above 5% on an annual basis.

New clause 37—and indeed amendment 112—on phoenixing, which was debated by Gavin Newlands, requires the registrar to block the registration of companies that share common characteristics with more than three companies wound up in the preceding five-year period. Successive companies being wound up in this manner is known as phoenixing. We feel there are provisions that will be implemented through this Bill that will provide safeguards against such behaviour. Suitable coverage is already provided by the existing rules, and there are new powers in the Bill that give the registrar of companies a power to compel people to provide information in the context of the examination of information on the register, and to interrogate and share that data with other authorities.

Photo of Kevin Hollinrake Kevin Hollinrake Parliamentary Under-Secretary (Department for Business, Energy and Industrial Strategy)

I am sorry, but I must conclude. I do apologise.

To conclude there, I thank all the Members who have spoken in today’s debate for their insights, and I am sorry if I have not spoken to their points directly. I call on the House to support the Government amendments, and I hope that the explanations I have given provide reassurance that their amendments are not needed to make the Bill and the implementation of the reforms effective.

Question put and agreed to.

New clause 8 accordingly read a Second time, and added to the Bill.