# National Security and Investment Act 2021 URL: https://consilena.com/coverage/laws/stat_uk_ukpga_2021_25 - Jurisdiction: United Kingdom - Type: Act - Identifier: ukpga/2021/25 - Current as of: 3 May 2023 - Provisions: 89 - Official text: https://www.legislation.gov.uk/ukpga/2021/25 - Licence: [Open Government Licence v3.0](https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/) - Attribution: Contains public sector information licensed under the Open Government Licence v3.0. > The library is a research copy. Check the official source before relying on a provision: the text published there, not the copy in Consilena, is the law. ## Provisions ### PART 1 – Call-in for national security - **s. 1 Call-in notice for national security purposes**: (1) The Secretary of State may give a notice if the Secretary of State reasonably suspects that— (a) a trigger event has taken place in relation to a… - **s. 2 Further provision about call-in notices**: (1) No more than one call-in notice may be given in relation to each trigger event. (2) Subject to subsections (3) and (4), a call-in notice given on the… - **s. 3 Statement about exercise of call-in power**: (1) The Secretary of State may publish a statement for the purposes of this section if the requirements set out in section 4(1) are satisfied. (2) The… - **s. 4 Consultation and parliamentary procedure**: (1) Before the Secretary of State may publish a statement for the purposes of section 3 the Secretary of State must— (a) carry out such consultation as the… - **s. 5 Meaning of “trigger event” and “acquirer”**: (1) For the purposes of this Act, a “trigger event” takes place when— (a) a person gains control of a qualifying entity, as set out in section 8, or (b) a… - **s. 6 Notifiable acquisitions**: (1) The Secretary of State may make regulations for the purposes of this section (“notifiable acquisition regulations”). (2) A notifiable acquisition takes… - **s. 7 Qualifying entities and assets**: (1) This section defines “qualifying entity” and “qualifying asset” for the purposes of this Act. (2) A “qualifying entity” is (subject to subsection (3)) any… - **s. 8 Control of entities**: (1) For the purposes of this Act, a person gains control of a qualifying entity if the person acquires a right or interest in, or in relation to, the entity… - **s. 9 Control of assets**: (1) For the purposes of this Act, a person gains control of a qualifying asset if the person acquires a right or interest in, or in relation to, the asset and… - **s. 10 Holding and acquiring interests and rights: supplementary**: (1) Schedule 1 provides for particular cases in which a person is to be treated for the purposes of this Act as holding an interest or right. (2) A person is… - **s. 11 Exceptions relating to control of assets**: (1) For the purposes of this Act a person is not to be regarded as gaining control of a qualifying asset by reason of an acquisition made by an individual for… - **s. 12 Trigger events: supplementary**: (1) If a trigger event takes place over a period of more than one day, or if it is unclear when during a period of more than one day the event has taken place… - **s. 13 Approval of notifiable acquisition**: — s. 13 — Approval of notifiable acquisition (1) A notifiable acquisition that is completed without the approval of the Secretary of State is void. (2) The… - **s. 14 Mandatory notification procedure**: (1) Subject to subsection (2), a person must give notice to the Secretary of State before the person, pursuant to a notifiable acquisition, gains control in… - **s. 15 Requirement to consider retrospective validation without application**: (1) This section and section 16 apply to a notifiable acquisition that is completed without the approval of the Secretary of State and, accordingly, is void… - **s. 16 Application for retrospective validation of notifiable acquisition**: (1) Any person materially affected by the fact that a notifiable acquisition to which this section applies (see section 15(1)) is void, may apply to the… - **s. 17 Retrospective validation of notifiable acquisition following call-in**: (1) This section applies where the Secretary of State has given a call-in notice pursuant to— (a) subsection (2)(a) of section 15, or (b) subsection (7)(b)(i)… - **s. 18 Voluntary notification procedure**: (1) This section does not apply in relation to— (a) arrangements which would result in a notifiable acquisition, (b) a trigger event that is, or includes, a… - **s. 19 Power to require information**: (1) The Secretary of State may give a notice to a person (subject to section 21) to require the person to provide any information in relation to the exercise… - **s. 20 Attendance of witnesses**: (1) The Secretary of State may give a notice to a person (subject to section 21) to require the person— (a) to attend at a time and place specified in the… - **s. 21 Information notices and attendance notices: persons outside the UK**: (1) The Secretary of State may give an information notice or an attendance notice to a person outside the United Kingdom only if the person falls within… - **s. 22 False or misleading information**: (1) This section applies where false or misleading information is provided to the Secretary of State— (a) in a mandatory notice, (b) in a validation… ### PART 2 – Remedies - **s. 23 Meaning of “assessment period”**: (1) This section defines “assessment period” in relation to a call-in notice. (2) The assessment period begins with the day on which the call-in notice is… - **s. 24 Effect of information notice and attendance notice**: (1) This section applies if an information notice or an attendance notice is given at any time during the assessment period in relation to a call-in notice… - **s. 25 Interim orders**: (1) The Secretary of State may, during the assessment period in relation to a call-in notice, make an order if the Secretary of State reasonably considers that… - **s. 26 Final orders and final notifications**: (1) The Secretary of State must, before the end of the assessment period in relation to a call-in notice— (a) make a final order, or (b) give a final… - **s. 27 Review, variation and revocation of orders**: (1) This section applies in relation to an interim order and a final order. (2) The Secretary of State must keep each order under review and may vary or revoke… - **s. 28 Orders: supplementary**: (1) This section applies in relation to an interim order and a final order. (2) As soon as practicable after making or varying an order, the Secretary of State… - **s. 29 Publication of notice of final order**: (1) Subject to subsection (3), the Secretary of State must publish, in such manner as the Secretary of State considers appropriate, notice of the fact that—… - **s. 30 Financial assistance**: — s. 30 — Financial assistance (1) The Secretary of State may, with the consent of the Treasury, give financial assistance to or in respect of an entity in… - **s. 31 Interaction with CMA functions under Part 3 of Enterprise Act 2002**: (1) This section applies at any time when a final order is in force, or a final notification has been given, in relation to a trigger event which involves, or… ### PART 3 – Enforcement and Appeals - **s. 32 Offence of completing notifiable acquisition without approval**: (1) A person who, pursuant to a notifiable acquisition, gains control in circumstances falling within section 6(2) commits an offence if, without reasonable… - **s. 33 Offence of failing to comply with order**: (1) A person commits an offence if, without reasonable excuse, the person fails to comply with a requirement to which the person is subject under or by virtue… - **s. 34 Offences: information and attendance of witnesses**: (1) A person commits an offence if— (a) the person fails, without reasonable excuse, to comply with a requirement of an information notice or an attendance… - **s. 35 Offences in relation to sharing information**: (1) It is an offence for a person to use or disclose information in contravention of section 54 or 55(1). (2) It is a defence for a person charged with an… - **s. 36 Offences by bodies corporate etc**: (1) If an offence under this Act is committed by a body— (a) with the consent or connivance of an officer of the body, or (b) due to any neglect on the part of… - **s. 37 Prosecution**: and penalties — s. 37 — Prosecution Proceedings for an offence under this Act may be instituted— (a) in England and Wales, only by the Director of Public… - **s. 38 Proceedings against partnerships etc**: (1) Proceedings for an offence under this Act may be brought— (a) where the offence is alleged to have been committed by a partnership, against the partnership… - **s. 39 Offences: penalties**: (1) A person who commits an offence under section 32 (completing notifiable acquisition without approval) or 33 (failing to comply with interim or final order)… - **s. 40 Power to impose monetary penalties**: (1) Subject to section 43(1), the Secretary of State may give a notice imposing a monetary penalty on a person if the Secretary of State is satisfied, beyond… - **s. 41 Permitted maximum penalties**: (1) The following are the permitted maximum fixed penalties for an offence under section 32 or 33— (a) if the offence is committed by a business, the higher of… - **s. 42 Review, variation and revocation of monetary penalties**: (1) The Secretary of State must keep a monetary penalty imposed by a penalty notice under review and may vary or revoke the penalty notice as the Secretary of… - **s. 43 Monetary penalties: criminal proceedings and convictions**: (1) A penalty notice may not be given to a person in respect of an offence if— (a) criminal proceedings have been instituted but not concluded in respect of… - **s. 44 Recovering penalties**: (1) Subsections (2) to (8) apply if all or part of a monetary penalty imposed by a penalty notice is unpaid by the time it is required to be paid. (2) The… - **s. 45 Monetary penalties: cost recovery**: (1) The Secretary of State may give a notice to a person requiring the person to pay to the Secretary of State the costs incurred by the Secretary of State in… - **s. 46 Review, variation and revocation of cost recovery notice**: (1) The Secretary of State must keep a cost recovery notice under review and may vary or revoke it as the Secretary of State considers appropriate. (2) If a… - **s. 47 Enforcement of cost recovery notice**: (1) Subsections (2) to (8) apply if some or all of the costs payable under a cost recovery notice are unpaid by the time when they are required to be paid. (2)… - **s. 48 Enforcement through civil proceedings**: (1) A person's duty to comply with a requirement to which the person is subject under or by virtue of an information notice, an attendance notice, an interim… - **s. 49 Procedure for judicial review of certain decisions**: (1) This section applies to a claim for judicial review of a relevant decision. (2) A “relevant decision” means— (a) a decision or action under or by virtue of… - **s. 50 Appeals against monetary penalties**: (1) A person who is given a penalty notice or a variation notice may appeal to the court. (2) A person may not appeal under this section after the end of the… - **s. 51 Appeals against costs**: (1) A person given a cost recovery notice or a cost variation notice may appeal to the court. (2) A person may not appeal under this section after the end of… - **s. 52 Extra-territorial application and jurisdiction to try offences**: (1) Sections 32, 33, 34 and 35 apply— (a) whether the offence is committed in the United Kingdom or elsewhere, (b) if the offence is committed by an… ### PART 4 – Miscellaneous - **s. 53 Procedure for service, etc**: (1) The Secretary of State may by regulations make provision for the procedure which must be followed when a provision of or made under this Act requires or… - **s. 54 Disclosure of information**: (1) A public authority may disclose information to the Secretary of State for the purpose of facilitating the exercise by the Secretary of State of functions… - **s. 55 Disclosure of information held by HMRC**: (1) A person who receives information disclosed under section 54 by Her Majesty's Revenue and Customs (or anyone acting on their behalf) may not— (a) use the… - **s. 56 Duty of CMA to provide information and assistance**: The Competition and Markets Authority must give the Secretary of State— (a) such information in its possession as the Secretary of State may by direction… - **s. 57 Data protection**: — s. 57 — Data protection (1) This section applies to a duty or power to disclose or use information where the duty or power is imposed or conferred by or… - **s. 58 Minor and consequential amendments and revocations**: Schedule 2 contains minor amendments and amendments and revocations which are consequential on this Act. - **s. 59 Overseas information disclosure**: In section 243(3)(d) of the Enterprise Act 2002, omit “3 or”. - **s. 60 Defamation**: — s. 60 — Defamation For the purposes of the law relating to defamation, absolute privilege attaches to any notice or direction given, or decision, report or… - **s. 61 Annual report**: — s. 61 — Annual report (1) The Secretary of State must, in relation to each relevant period— (a) prepare a report in accordance with this section, and (b) lay… ### PART 5 – Final provisions - **s. 62 Transitional and saving provision in relation to the Enterprise Act 2002**: (1) Nothing in this Act has effect in relation to anything that took place before 12 November 2020. (2) Subsections (3) and (4) apply in relation to events… - **s. 63 Regulations under this Act**: (1) This section applies to regulations under this Act other than regulations under section 66 (commencement regulations). (2) Regulations are to be made by… - **s. 64 Financial provision**: Any expenditure incurred by the Secretary of State under or by virtue of this Act is to be paid out of money provided by Parliament. - **s. 65 Interpretation**: In this Act— “acquirer” has the meaning given by section 5(2), “assessment period” has the meaning given in section 23, “attendance notice” means a notice… - **s. 66 Short title, commencement and extent**: (1) This Act may be cited as the National Security and Investment Act 2021. (2) This Part of this Act and the following provisions of this Act (which contain… ### SCHEDULE 1 - **Sch. 1 para. 1**: If two or more persons each hold an interest or right jointly, each of them is treated as holding that interest or right. - **Sch. 1 para. 2**: (1) If interests or rights held by a person and interests or rights held by another person are the subject of a joint arrangement between those persons, each… - **Sch. 1 para. 3**: (1) An interest or right held indirectly by a person is to be treated as held by the person. (2) A person holds an interest or right “indirectly” if the person… - **Sch. 1 para. 4**: An interest held by a person as nominee for another is to be treated as held by the other (and not by the nominee). - **Sch. 1 para. 5**: (1) Where a person controls a right, the right is to be treated as held by that person (and not by the person who in fact holds the right, unless that person… - **Sch. 1 para. 6**: (1) Rights that are exercisable by a person only in certain circumstances are to be treated as held by the person only— (a) when the circumstances have arisen… - **Sch. 1 para. 7**: Rights attached to shares held by way of security provided by a person are to be treated as held by that person— (a) where apart from the right to exercise… - **Sch. 1 para. 8**: Two or more persons who are connected with each other (within the meaning given by paragraph 9 or 10) are each to be treated as holding the combined interests… - **Sch. 1 para. 9**: (1) Two or more undertakings are connected if they are group undertakings in respect of each other. (2) In sub-paragraph (1), “undertaking” and “group… - **Sch. 1 para. 10**: (1) An individual, A, is connected with another individual, B, if— (a) A is B's spouse, civil partner or cohabitee, (b) A is a relative of B, (c) A is the… - **Sch. 1 para. 11**: (1) Two or more persons who share a common purpose in relation to an asset or entity are each to be treated as holding the combined interests or rights of both… - **Sch. 1 para. 12**: (1) In this Schedule “arrangement” includes— (a) any scheme, agreement or understanding, whether or not it is legally enforceable, and (b) any convention… ### SCHEDULE 2 - **Sch. 2 para. 1**: The Enterprise Act 2002 is amended in accordance with paragraphs 2 to 10. - **Sch. 2 para. 2**: (1) Section 23 (relevant merger situations) is amended as follows. (2) For subsections (1) and (2) substitute— (1) For the purposes of this Part, a relevant… - **Sch. 2 para. 3**: Omit section 23A. - **Sch. 2 para. 4**: In section 35(7) (questions to be decided in relation to completed mergers), for “, for the purposes of section 23(2)(b), the share of supply test is met,”… - **Sch. 2 para. 5**: In section 36(6) (questions to be decided in relation to anticipated mergers), for “, for the purposes of section 23(2)(b), the share of supply test will be… - **Sch. 2 para. 6**: In section 48(3) (cases where references or certain questions need not be decided), for “, for the purposes of section 23(2)(b), the share of supply test is or… - **Sch. 2 para. 7**: In section 58 (specified considerations), omit subsections (1) and (2). - **Sch. 2 para. 8**: In section 59 (intervention by Secretary of State in special public interest cases), omit subsections (3)(b)(i), (3B), (8) and (9). - **Sch. 2 para. 9**: In section 153 (specified considerations), omit subsection (2). - **Sch. 2 para. 10**: In paragraph 20(1) of Schedule 8 (national security) omit “(within the meaning of section 58(1))”. - **Sch. 2 para. 11**: In consequence of the preceding paragraphs, the following are revoked— (a) the Enterprise Act 2002 (Share of Supply Test) (Amendment) Order 2018 (S.I… --- Consilena is a software provider, not a law firm. AI output is not legal advice: consult a licensed lawyer in the relevant jurisdiction. Page: https://consilena.com/coverage/laws/stat_uk_ukpga_2021_25. Index of every page: https://consilena.com/llms.txt.