Part 1: Registration of Overseas Entities Schedule 3: Land ownership and transactions: England and Wales Part 1: Amendments to Land Registration Act 2002 Making dispositions that cannot be registered
Paragraph 6(1) of the new Schedule 4A prohibits an overseas entity from making a registrable disposition of a qualifying estate which cannot be registered under paragraphs 3 and 4. Where an overseas entity acts in breach of this prohibition, an offence will be committed by the entity and every officer of the entity who is in default (paragraph 6(2)).
	Paragraph 6(3) provides that nothing in paragraph 6 affects the validity of a disposition made in breach of 6(1). In other words, if an overseas entity that is not exempt makes a disposition at a time when it is not a registered overseas entity, while the disposition will not be capable of registration and the entity will have committed an offence, the validity of the disposition itself will not be affected. This is intended to avoid situations where a potentially void, voidable or unenforceable transfer causes significant disruption to a chain of conveyances.
	Paragraph 6(4) provides that sections 1121 to 1123 of the Companies Act 2006 apply for the purposes of defining the term "any officer in default" in paragraph 6. Paragraph 6(5) provides that a reference to an officer in those sections as applied includes a person in accordance with whose directions or instructions the board of directors or equivalent body of an overseas entity are accustomed to act. A person who gives advice in a professional capacity that is acted upon by the board of directors or equivalent management body of the overseas entity is not to be regarded as falling within paragraph 6(5) by the reason only that their advice is acted upon (paragraph 6(6)).
	Paragraph 6(7) sets out the penalties where a person is found guilty of an offence under paragraph 6.  Paragraph 6(8) augments the maximum summary term for either-way offences to 12 months once paragraph 24(2) of Schedule 22 to the Sentencing Act 2020 comes into force.
	Paragraph 6(9) provides that proceedings for an offence under paragraph 6 may only be brought by or with the consent of the Secretary of State or the Director of Public Prosecutions.