ECSH43000 - Carrying out business in the United Kingdom
Source: gov.uk (2025-10-10)


Under The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLR 2017) relevant persons acting in the course of business carried on by them in the UK must be registered with a supervisory body for anti-money laundering supervision. Relevant persons are persons that fall within the scope of MLR 2017 as set out in regulation 8, and include the 9 business sectors that are supervised by Economic Crime-Supervision (ECS).

Regulation 8 also states that MLR 2017 applies to these sectors when “acting in the course of business” in the UK.

For more information on “acting in the course of business” please see ECSH42525 (https://www.gov.uk/hmrc-internal-manuals/economic-crime-supervision-handbook/ecsh42525).

Steps to determine if a business is “carrying on business in the UK”

The first step would always be to determine if the application meets the criteria of regulation 8, namely, would the activity conducted by the business bring them within the definition of a ‘relevant person’ for the purposes of MLR 2017.

The second limb of regulation 8 stipulates that they would also need to be ‘acting in the course of business carried on by them in the UK’.

Although not defined within MLR 2017, if it is unequivocally clear that the business is carrying on business in the UK, such as, if the business is a company registered in the UK, there is no need to consider the additional regulation 9 requirements which provides for additional circumstances in which a relevant person would be considered as carrying on a business in the UK.

Regulation 9 provides further clarification on the meaning of ‘carrying on business in the UK’ in circumstances where it might not be immediately clear, or where it has been disputed.

Regulation 9

Regulation 9(1) states: ‘For the purposes of these Regulations, a relevant person (A) is to be regarded as carrying on business in the UK in the cases described in this regulation even if A would not otherwise be regarded as doing so’, if certain criteria within the regulation are met.

Regulation 9(1) therefore means we can apply a normal interpretation of the phrase ‘carrying on a business in the UK’ and apply the other factors in regulation 9 when appropriate.

The phrase 'carrying on business in the United Kingdom' has been much used in UK legislation and there is substantial case law considering it, however two cases have been cited and used previously to determine the application of regulation 9.

In Dunlop Pneumatic Tyre Company, Limited v Actien-Gesellschaft für Motor und Motorfahrzeugbau Vorm Cudell & Co. [1902] 1 K.B. 342 a foreign corporation was considered as carrying on business in the UK during the period of a trade show (less than a week) where a stand was run by a person employed by them as their representative, whose duty it was to explain the working of the articles exhibited, and to take orders for and press the sale of the defendants' goods.

In Akzo Nobel NV v Competition Commission [2014] EWCA Civ 482 the court held that a corporation could carry on a business in one country even though its management of it took place entirely from another. In that case, the central management activity of Akzo Nobel NV was carried on in the Netherlands, but a substantial part of its managed business was transacted in the UK, and it could fairly be described as carrying on business both in the Netherlands and the UK.

It is important to note that the case law provides discretion to argue that a company could be deemed to be conducting business in the UK, even if the management of it took place entirely from another country (Akzo case) or when the activity was carried out in the UK for a short period (Dunlop case).

If you are satisfied that the ordinary definition of ‘carrying out a business in the UK’ on a common sense approach is met, there is no need to consider regulation 9(3). If not, you will need to consider regulation 9(3).

There are two rules within regulation (9)(3), both of which need to apply before HMRC can treat the person as carrying on business in the UK under that regulation.

These are:
- the businesses’ registered office (or if it does not have a registered office, its head office) is in the UK, and,
- the day-to-day management of the carrying on the business is the responsibility of that office, or of another UK office maintained by the business in the UK.
(This content has been withheld because of exemptions in the Freedom of Information Act 2000)

Summary

In summary each case will need to be assessed on its own individual merit and the relevant facts, and consider the following:

Does the activity fall within the definition of ‘relevant person’ for the purposes of regulation 8?

If it does, and it is unequivocally clear that they are also ‘acting in the course of a business carried out in the UK’ there is no need to further consider regulation 9.

If it is not clear, regulation 9(1) provides a common law definition of ‘acting in the course of a business carried out in the UK’ and we can utilise case law to assist in this interpretation. If we are satisfied the definition is met, we do not need to consider 9(3).

Regulation 9(3) then provides further detail and a two-limb test, both of which would need to apply. However, if only one of the limbs is satisfied, we still have some discretion to request registration under Article 45 of the 4th EU Money Laundering Directive (although no longer directly applicable, is persuasive) if a business has a branch or subsidiary operating in the UK. (This content has been withheld because of exemptions in the Freedom of Information Act 2000)

In some cases, EC-S may wish to consider whether to make a disclosure about a business to a specific overseas supervisory authority or to seek information about a business, regardless of the UK registration decision. Please contact EC-S Policy in the first instance, if this is under consideration. (This content has been withheld because of exemptions in the Freedom of Information Act 2000)

Difficult or uncertain cases

If there is any doubt or uncertainty about whether a relevant person is carrying on business in the UK, please refer the case to the Policy Team inbox (ECS.Policy (FIS)) for consideration.

The below example scenarios can help determine whether a business should be regarded as carrying on business in the UK for the purposes of MLR 2017 (assuming there no other issues e.g. approvals):
- Scenario 1: The businesses’ registered office is in the UK and this office is responsible for the day-to-day management of the carrying on of the relevant person’s business. The business is clearly operating in the UK as per regulation 8, so must register.
- Scenario 2: The business has no UK office, but their business has UK customers. The UK customers are all dealt with from an office based abroad. As the business deals with UK customers the business is carrying on business in the UK based on the regulation 8 interpretation so must register.
- Scenario 3: The business’s registered office is in the UK, but the responsibility for day-to-day management of the carrying on of the business is outside the UK. The business has a footprint in the UK, so HMRC needs to make a decision on registration under Article 45 of the 4th EU Money Laundering Directive (although no longer directly applicable, is persuasive).
- Scenario 4: The business’s registered office is in the UK and that office is responsible for the day-to-day management, but all of the business's customers reside abroad. The business is deemed to be carrying on business in the UK and must register.
- Scenario 5: The business’s registered office is in the UK and that office is responsible for the day-to-day management of the carrying on of the relevant person’s business, but this is undertaken by staff overseas. The business is deemed to be carrying on business in the UK and must register.
Please note: This is a developing area of policy and further updates to this guidance will be issued in due course.