Changes to UK company law: Economic Crime and Corporate Transparency Act 2023

New changes to UK company law are being brought in by virtue of the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”). The aim of these changes is to tackle economic crime and improve transparency.  Companies House has stated that its fees will increase to reflect its new functions and powers under the ECCTA.  The measures are being brought in at different stages and dates.

Measures being brought in on 4 March 2024

The first set of measures will be brought in on 4 March 2024 and comprise:

1. new rules for registered office addresses – the address must be an “appropriate address”, which cannot be a PO Box and must be somewhere that deliveries and correspondence can reach a person acting on behalf of the company;

• a requirement for all companies to supply and maintain a registered email address- for example, an email address where communication from Companies House can be received by a person acting on behalf of the company; and

• new lawful purpose statements – on formation of a company, subscribers much confirm that they are forming the company for a “lawful purpose”. On filing of the annual confirmation statement, companies must confirm that the intended future activities of the company are lawful.

Future measures to be brought in at later date(s)

Some of the other key changes which will be brought at later dates (to be confirmed) include:

Identity verification

New and existing directors, people with significant control (PSCs) and registerable relevant officers of relevant legal entities (RLEs) must verify their identity at Companies House, unless an exemption applies.

Filing at Companies House

Only verified officers or employees of the company are allowed to file at Companies House. Alternatively, an Authorised Corporate Service Provider (ACSP) (such as a law firm or accountancy practice) can be used.

Company administration

• Statutory registers will be held at Companies House;
• Any change to the “required information” of shareholders (such as name and service address) must be notified within two months; and
• The filing of annual accounts will be electronic, abridged and filleted accounts will be removed and there will be changes to filing requirements for small companies and micro entities.

Directors and officers

• Companies House must be notified within 14 days of a person becoming or ceasing to be a director;
• Any change to the “required information” for officers (including name, date of birth, nationality, service and residential addresses and country of residence) must be notified within 14 days;
• Corporate directors (new and existing) cannot be appointed unless they satisfy the exception; and
• A person will not be able to be appointed as a director if they have previously been disqualified.

Suggestions for preparing your business for these changes include:

1. Keeping up to date with the stages of implementation;

2. Communicating the new regulations within your organisation;

3. Reviewing and updating your corporate policies, processes and training;

4. Reviewing the accuracy of current information held at Companies House; and

5. Ensuring that you have up to date identity documents for the relevant people in your organisation.

Source: DMH Stallard: https://www.dmhstallard.com/

For further information and advice on how to ensure compliance with the ECCTA or for any other legal questions, please get in touch with your Swindells partner who will be able to advise you further.