Overview of First Changes to the UK Company Legislation under the Economic Crime and Corporate Transparency Act

Companies House launched the first set of changes to the processes of functioning, adding and modifying information in the Register on March 4, 2024, as stipulated by the Economic Crime and Corporate Transparency Act 2023. This Act provides the Registrar with more power to monitor the information submitted to the Register. It is prognosed that over time, new measures will lead to improved transparency and placement of more accurate and trusted company information, protection of personal information from fraud and, as a result, stronger UK’s economy.

Changes already introduced:

1. Improving data on the Register included in the confirmation statement starting from March 5, 2024 onwards

– Registered office addresses. Companies must, at all times, have an “appropriate address” as their registered office.

An address is an “appropriate address” if, in the ordinary course of events:

a) a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company;

b) the delivery of documents there is capable of being recorded by the obtaining of an acknowledgement of delivery.

If an agent’s address or another third-party provider’s address is used as registered office, the address service they provide must meet the requirements for an appropriate registered office address.

From March 4, 2024, new companies must provide a registered email address when they incorporate.

From January 27, 2025, individuals can apply to suppress the following information from historical documents: registered office address which also serves as their home address.

– Statement of lawful purpose. Subscribers to the company need to confirm they are forming the company for a lawful purpose.  A company will also need to confirm its intended future activities are lawful in its annual confirmation statement.

Breaches of these requirements will result in one of the following consequences: a financial penalty, an annotation on the company’s record, or prosecution.

– Verification of information on the Register. The Registrar has been provided with wider possibilities to query and check information to ensure that records kept by him do not create a false or misleading impression to members of the public. Is the information is found to be inaccurate, incomplete, false or fraudulent, it will be corrected or removed more quickly.

2. Changes to Companies House fees from May 1, 2024

There are new fees in place for various procedures carried out by Companies House: company incorporation and registration, company re-registration, submission of a confirmation statement, registration of changes to a name and share capital, voluntary strike-off, administrative restoration.

Separate sets of new fees were established for limited liability partnerships, limited partnerships, Scottish qualifying partnerships and overseas companies.

Next upcoming changes:

– Changes to the work of ACSPs. Authorised Corporate Service Providers (ACSPs) are individuals or organisations (company formation agents, solicitors, accountants, chartered secretaries and governance professionals) that carry out anti-money laundering (AML) supervised activity.

From February 25, 2025, third-party providers who will be carrying out identity checks on behalf of clients for Companies House will need to register their business as an ACSP. In the future, businesses will also need to register to be able to file on behalf of clients.

– Identity verification. From March 25, 2025, individuals will be able to voluntarily verify their identity. One be able to verify directly with Companies House through GOV.UK One Login, or through an Authorised Corporate Service Provider (ACSP).

Identity verification will become compulsory for: new directors and people with significant control (PSCs); existing directors and PSCs; anyone acting on behalf of a company.

Moreover, small and micro-entity companies will need to file their profit and loss accounts. The detail of what they will need to include will be set out in secondary legislation. Small companies that do not qualify as micro entities will also need to file a directors’ report.

– Suppression of personal information. From spring/summer 2025, individuals will be able to apply to suppress the following information from historical documents:

– residential addresses in most instances when shown elsewhere on the register,

– day of birth for documents registered before October 10, 2015 (only the month and year of birth have been publicly displayed since October 10, 2015),

–  signatures,

– business occupation.

Individuals at personal risk of physical harm or violence as a result of their personal information being on a Companies House public register (for example, domestic abuse survivors) will be able to apply to have their information protected from public view.

– Filing accounts by software only. Within 2-3 years, an obligation to file accounts in a digital format only will be set. To comply with these changes, all companies will need to find a suitable software product before web-based and paper filing options become no longer available. This applies to directors who file accounts themselves, and companies who use third party agents or accountants to file their annual accounts.

Economic Crime and Corporate Transparency Act 2023 Guidance