Part 1: Registration of Overseas Entities Supplementary provision about offences Section 35: Liability of officers in default
Sections 1121 to 1123 of the Companies Act 2006 (liability of officers in default; interpretation etc.) apply for the purposes of Part 1 as they apply for the purposes of provisions of the Companies Acts. Therefore, an officer of an overseas entity includes any director, manager or secretary and that officer will be "in default" if they authorised, permitted, participated in or failed to take all reasonable steps to prevent the contravention.
	A reference to an "officer" also includes a person in accordance with whose directions or instructions the board of directors or equivalent management body of a legal entity are accustomed to act, e.g. a shadow director (subsection (2)). Subsection (3) provides that persons giving advice in a professional capacity to a board of directors or equivalent management body are not caught by subsection (2), if the only reason why they would be caught is because their advice is acted upon.