COMPETITION Part 1 General Citation, commencement, extent and interpretation 1 1 These Regulations may be cited as the Digital Markets, Competition and Consumers Act 2024 and Consumer Rights Act 2015 (Turnover and Control) Regulations 2024. 2 This Part and Parts 2 and 4 of these Regulations come into force on 1st January 2025. 3 Part 3 of these Regulations comes into force on 6th April 2025. 4 These Regulations extend to England and Wales, Scotland and Northern Ireland. 5 In these Regulations— “ the 2015 Act ” means the Consumer Rights Act 2015; “ the 2024 Act ” means the Digital Markets, Competition and Consumers Act 2024. Part 2 Digital markets: strategic market status and enforcement Estimation of turnover for the purposes of section 7 of the 2024 Act (turnover condition: strategic market status) 2 The total value of the global turnover or UK turnover of an undertaking or group in a period is to be estimated for the purposes of section 7 of the 2024 Act (turnover condition: strategic market status) in accordance with Schedule 1 . Determination of turnover and daily turnover for the purposes of sections 86 and 88 of the 2024 Act (amount of penalties under sections 85 and 87: failure to comply with competition and investigative requirements) 3 1 This regulation applies for the purposes of determining the turnover and daily turnover (both inside and outside the United Kingdom) of an undertaking or group for the purposes of sections 86(4) and (5) and 88(3) and (4) of the 2024 Act (amount of penalties under sections 85 and 87: failure to comply with competition and investigative requirements). 2 Subject to paragraphs (3) to (6), the turnover of an undertaking or group is its turnover in— a the last accounting period to end before the relevant date (its “relevant accounting period”), or b if the undertaking or group has no accounting period that ends before the relevant date, the period beginning with the day on which the activities of the undertaking or group began to be carried on and ending with the last day of the month preceding the month in which the relevant date falls. 3 If the CMA estimates on the relevant date that the turnover of the undertaking or group in the accounting period immediately preceding its relevant accounting period (the “preceding accounting period”) was higher than the turnover of the undertaking or group in its relevant accounting period, the turnover is its turnover in the preceding accounting period. 4 If the figures necessary to calculate turnover of the undertaking or group in its relevant accounting period are not available to the CMA on the relevant date, the turnover is (subject to paragraph (5)) its turnover in— a the preceding accounting period, or b if the undertaking or group has no preceding accounting period, the period beginning with the day on which the activities of the undertaking or group began to be carried on and ending with the day immediately preceding the date on which its relevant accounting period began. 5 If the figures necessary to calculate the turnover of the undertaking or group under paragraph (4)(a) or (b) are not available to the CMA on the relevant date, the turnover of the undertaking or group is its turnover in the period beginning with the day after the last day of its relevant accounting period and ending with the last day of the month preceding the month in which the relevant date falls. 6 Where the period by reference to which turnover is calculated does not equal 12 months, the turnover of the undertaking or group is the turnover in that period divided by the number of days in that period and multiplied by 365 or, if the period includes 29th February, 366. 7 The daily turnover of the undertaking or group is the turnover divided by 365 or, if the period by reference to which turnover is calculated includes 29th February, 366. 8 For the purposes of this regulation— a an “accounting period” of an undertaking or group is a period of more than six months in respect of which accounts are prepared or required to be prepared in relation to the undertaking or group; b the “ relevant date ” means the date on which the provisional penalty notice is issued under section 112(A1) of the Enterprise Act 2002 (penalties: main procedural requirements) where the CMA is minded to impose a penalty under section 85 or 87 of the 2024 Act; c the provisions of Schedule 2 apply in the determination of turnover. Part 3 Consumer protection law: enforcement Chapter 1 The 2024 Act Determination of control of a person for the purposes of section 204 of the 2024 Act (determination of turnover for the purposes of Part 3: monetary penalties) 4 1 This regulation applies for the purposes of determining when a person is to be treated as controlled by another person for the purposes of section 204(1)(b) and (c) of the 2024 Act (determination of turnover for the purposes of Part 3: monetary penalties). 2 A person is to be treated as controlled by another person (“ A ”) when— a the person is a body corporate in which A has a controlling interest, b the person is a body corporate, and A is able to control directly or indirectly, or materially influence, the policy of that body corporate without having a controlling interest in that body corporate, c the person is a partnership or an unincorporated association or body, and A (whether or not A is a member of that partnership, association or body) is able to control directly or indirectly, or materially influence, the policy of that partnership, association or body, or d the person is a sole trader, and A is able to control directly or indirectly, or materially influence, the policy of that sole trader in carrying on the activities of their business. 3 For the purposes of paragraph (2)(a), A has a controlling interest in a body corporate if A— a is a parent undertaking of that body corporate within the meaning of section 1162 of the Companies Act 2006 (parent and subsidiary undertakings) , or b would be a parent undertaking of that body corporate within the meaning of that section if A were an undertaking within the meaning of section 1161 of that Act (meaning of “ undertaking ” and related expressions), and the reference in paragraph (2)(b) to A not having a controlling interest is to be construed accordingly. 4 For the purposes of paragraph (3), subsections (2)(c) and (4)(a) of section 1162 of the Companies Act 2006 are to be disregarded. 5 For the purposes of paragraph (2)(b), (c) and (d), the court or, as the case may be, the CMA may determine whether A is able to control directly or indirectly, or materially influence, the policy of a body corporate, a partnership or an unincorporated association or body, or the policy of a sole trader in carrying on the activities of their business. 6 References in this regulation to a body corporate include a body incorporated outside the United Kingdom; and references to a partnership or an unincorporated association or body include a partnership or unincorporated association or body formed or established, or having any members incorporated, formed or established, outside the United Kingdom. Determination of turnover and daily turnover for the purposes of Part 3 of the 2024 Act (enforcement of consumer protection law) 5 1 This regulation applies for the purposes of determining the turnover or the turnover and daily turnover (as the case may be) of a person for the purposes of the following sections in Part 3 of the 2024 Act (enforcement of consumer protection law)— a section 158(5) (enforcement orders: requirement to pay monetary penalty); b section 168(3) (monetary penalties under sections 166 and 167: amount); c section 182(6) (final infringement notice); d section 190(3) (monetary penalties under section 189: amount); e section 193(3) (monetary penalties under section 192: amount); f section 198(4) (final false information enforcement notice) . 2 Subject to paragraphs (3) to (6), the turnover of a person is its turnover in— a the last accounting period to end before the relevant date (its “relevant accounting period”), or b if the person has no accounting period that ends before the relevant date, the period beginning with the day on which the activities of the person began to be carried on and ending with the last day of the month preceding the month in which the relevant date falls. 3 If the CMA or, as the case may be, the court estimates on the relevant date that the turnover of the person in the accounting period immediately preceding its relevant accounting period (the “preceding accounting period”) was higher than the turnover of the person in its relevant accounting period, the turnover is its turnover in the preceding accounting period. 4 If the figures necessary to calculate turnover of the person in its relevant accounting period are not available to the CMA or, as the case may be, the court on the relevant date, the turnover is (subject to paragraph (5)) its turnover in— a the preceding accounting period, or b if the person has no preceding accounting period, the period beginning with the day on which the activities of the person began to be carried on and ending with the day immediately preceding the date on which its relevant accounting period began. 5 If the figures necessary to calculate the turnover of the person under paragraph (4)(a) or (b) are not available to the CMA or, as the case may be, the court on the relevant date, the turnover of the person is its turnover in the period beginning with the day after the last day of its relevant accounting period and ending with the last day of the month preceding the month in which the relevant date falls. 6 Where the period by reference to which turnover is calculated does not equal 12 months, the turnover of the person is the turnover in that period divided by the number of days in that period and multiplied by 365 or, if the period includes 29th February, 366. 7 The daily turnover of the person is the turnover divided by 365 or, if the period by reference to which turnover is calculated includes 29th February, 366. 8 For the purposes of this regulation— a an “accounting period” of a person is a period of more than six months in respect of which accounts are prepared or required to be prepared in relation to the person; b the “ relevant date ” means— i in the case of a monetary penalty imposed under section 158(2) of the 2024 Act (enforcement orders: requirement to pay monetary penalty), the date on which the enforcer made the original application to the court under section 153(1) of that Act (applications for an enforcement order or interim enforcement order); ii in the case of a monetary penalty imposed under section 166(5)(b) of the 2024 Act (consumer protection orders or undertakings to court: further proceedings), the date on which the enforcer made the application to the court under section 166(3) of that Act; iii in the case of a monetary penalty imposed under section 167(4)(b) of the 2024 Act (undertakings to public designated enforcers: further proceedings), the date on which the enforcer applies to the court in respect of a failure to comply with an undertaking under section 167(2) of that Act; iv in the case of a monetary penalty imposed under section 182(4)(b) of the 2024 Act (final infringement notice), the date on which the CMA gave to the respondent a notice under section 181(3) of that Act (provisional infringement notice); v in the case of a monetary penalty imposed under section 189(3)(b) of the 2024 Act (final breach of undertakings enforcement notice), the date on which the CMA gave to the respondent a notice under section 188(2) of that Act (provisional breach of undertakings enforcement notice); vi in the case of a monetary penalty imposed under section 192(3) of the 2024 Act (final breach of directions enforcement notice), the date on which the CMA gave to the respondent a notice under section 191(2) of that Act (provisional breach of directions enforcement notice); vii in the case of a monetary penalty imposed under section 198(3) of the 2024 Act (final false information enforcement notice), the date on which the CMA gave to the respondent a notice under section 197(2) of that Act (provisional false information enforcement notice); c the provisions of Schedule 3 apply in the determination of turnover. Chapter 2 The 2015 Act Determination of control of a person for the purposes of paragraph 16H of Schedule 5 to the 2015 Act (meaning of turnover for purposes of paragraphs 16A and 16C: investigatory powers in relation to the production of information) 6 1 This regulation applies for the purposes of determining when a person is to be treated as controlled by another person for the purposes of paragraph 16H(1)(b) and (c) of Schedule 5 to the 2015 Act (meaning of turnover for purposes of paragraphs 16A and 16C: investigatory powers in relation to the production of information). 2 A person is to be treated as controlled by another person (“ A ”) when— a the person is a body corporate in which A has a controlling interest, b the person is a body corporate, and A is able to control directly or indirectly, or materially influence, the policy of that body corporate without having a controlling interest in that body corporate, c the person is a partnership or an unincorporated association or body, and A (whether or not A is a member of that partnership, association or body) is able to control directly or indirectly, or materially influence, the policy of that partnership, association or body, or d the person is a sole trader, and A is able to control directly or indirectly, or materially influence, the policy of that sole trader in carrying on the activities of their business. 3 For the purposes of paragraph (2)(a), A has a controlling interest in a body corporate if A— a is a parent undertaking of that body corporate within the meaning of section 1162 of the Companies Act 2006 (parent and subsidiary undertakings), or b would be a parent undertaking of that body corporate within the meaning of that section if A were an undertaking within the meaning of section 1161 of that Act (meaning of “ undertaking ” and related expressions), and the reference in paragraph (2)(b) to A not having a controlling interest is to be construed accordingly. 4 For the purposes of paragraph (3), subsections (2)(c) and (4)(a) of section 1162 of the Companies Act 2006 are to be disregarded. 5 For the purposes of paragraph (2)(b), (c) and (d), the court or, as the case may be, the CMA may determine whether A is able to control directly or indirectly, or materially influence, the policy of a body corporate, a partnership or an unincorporated association or body, or the policy of a sole trader in carrying on the activities of their business. 6 References in this regulation to a body corporate include a body incorporated outside the United Kingdom; and references to a partnership or an unincorporated association or body include a partnership or unincorporated association or body formed or established, or having any members incorporated, formed or established, outside the United Kingdom. Determination of turnover and daily turnover for the purposes of paragraph 16H of Schedule 5 to the 2015 Act (meaning of turnover for purposes of paragraphs 16A and 16C: investigatory powers in relation to the production of information) 7 1 This regulation applies for the purposes of determining the turnover and daily turnover of a person for the purposes of paragraph 16H(1) of Schedule 5 to the 2015 Act (meaning of turnover for purposes of paragraphs 16A and 16C: investigatory powers in relation to the production of information). 2 Subject to paragraphs (3) to (6), the turnover of a person is its turnover in— a the last accounting period to end before the relevant date (its “relevant accounting period”), or b if the person has no accounting period that ends before the relevant date, the period beginning with the day on which the activities of the person began to be carried on and ending with the last day of the month preceding the month in which the relevant date falls. 3 If the court or, as the case may be, the CMA estimates on the relevant date that the turnover of the person in the accounting period immediately preceding its relevant accounting period (the “preceding accounting period”) was higher than the turnover of the person in its relevant accounting period, the turnover is its turnover in the preceding accounting period. 4 If the figures necessary to calculate turnover of the person in its relevant accounting period are not available to the court or, as the case may be, the CMA on the relevant date, the turnover is (subject to paragraph (5)) its turnover in— a the preceding accounting period, or b if the person has no preceding accounting period, the period beginning with the day on which the activities of the person began to be carried on and ending with the day immediately preceding the date on which its relevant accounting period began. 5 If the figures necessary to calculate the turnover of the person under paragraph (4)(a) or (b) are not available to the court or, as the case may be, the CMA on the relevant date, the turnover of the person is its turnover in the period beginning with the day after the last day of its relevant accounting period and ending with the last day of the month preceding the month in which the relevant date falls. 6 Where the period by reference to which turnover is calculated does not equal 12 months, the turnover of the person is the turnover in that period divided by the number of days in that period and multiplied by 365 or, if the period includes 29th February, 366. 7 The daily turnover of the person is the turnover divided by 365 or, if the period by reference to which turnover is calculated includes 29th February, 366. 8 For the purposes of this regulation— a an “accounting period” of a person is a period of more than six months in respect of which accounts are prepared or required to be prepared in relation to the person; b the “ relevant date ” means— i in the case of a monetary penalty imposed under paragraph 16A(3) of Schedule 5 to the 2015 Act (non-compliance with notice under paragraph 14: power of court to impose monetary penalties) , the date on which the enforcer or, as the case may be, an officer of the enforcer applies to the court under paragraph 16A(2) of that Schedule; ii in the case of a monetary penalty imposed under paragraph 16C(2)(a) of Schedule 5 to the 2015 Act (non-compliance with notice under paragraph 14: power of CMA to give final enforcement notice) , the date on which the CMA gave to the respondent a provisional enforcement notice under paragraph 16B(2) of that Schedule (non-compliance with notice under paragraph 14: power of CMA to give provisional enforcement notice) ; c the provisions of Schedule 3 apply in the determination of turnover. Part 4 Competition in connection with motor fuel Determination of turnover and daily turnover for the purposes of section 312 of the 2024 Act (penalties for failure to comply with notices under section 311: provision of information about competition in connection with motor fuel) 8 1 This regulation applies for the purposes of determining the turnover and daily turnover (both inside and outside the United Kingdom) of an undertaking for the purposes of section 312(4) of the 2024 Act (penalties for failure to comply with notices under section 311: provision of information about competition in connection with motor fuel). 2 Subject to paragraphs (3) to (6), the turnover of an undertaking is its turnover in— a the last accounting period to end before the relevant date (its “relevant accounting period”), or b if the undertaking has no accounting period that ends before the relevant date, the period beginning with the day on which the activities of the undertaking began to be carried on and ending with the last day of the month preceding the month in which the relevant date falls. 3 If the CMA estimates on the relevant date that the turnover of the undertaking in the accounting period immediately preceding its relevant accounting period (the “preceding accounting period”) was higher than the turnover of the undertaking in its relevant accounting period, the turnover is its turnover in the preceding accounting period. 4 If the figures necessary to calculate turnover of the undertaking in its relevant accounting period are not available to the CMA on the relevant date, the turnover is (subject to paragraph (5)) its turnover in— a the preceding accounting period, or b if the undertaking has no preceding accounting period, the period beginning with the day on which the activities of the undertaking began to be carried on and ending with the day immediately preceding the date on which its relevant accounting period began. 5 If the figures necessary to calculate the turnover of the undertaking under paragraph (4)(a) or (b) are not available to the CMA on the relevant date, the turnover of the undertaking is its turnover in the period beginning with the day after the last day of its relevant accounting period and ending with the last day of the month preceding the month in which the relevant date falls. 6 Where the period by reference to which turnover is calculated does not equal 12 months, the turnover of the undertaking is the turnover in that period divided by the number of days in that period and multiplied by 365 or, if the period includes 29th February, 366. 7 The daily turnover of the undertaking is the turnover divided by 365 or, if the period by reference to which turnover is calculated includes 29th February, 366. 8 For the purposes of this regulation— a an “accounting period” of an undertaking is a period of more than six months in respect of which accounts are prepared or required to be prepared in relation to the undertaking; b the “ relevant date ” means the date on which the provisional penalty notice is issued under section 112(A1) of the Enterprise Act 2002 (penalties: main procedural requirements) where the CMA is minded to impose a penalty under section 312(1) of the 2024 Act; c the provisions of Schedule 4 apply in the determination of turnover. Justin Madders Parliamentary Under Secretary of State 25th November 2024 Department for Business and Trade