Draft regulations on Companies House’s new powers

A number of draft regulations under the Economic Crime and Corporate Transparency Act 2023 (the ECCTA) that will give Companies House additional powers have been laid before Parliament. Draft regulations that provide for certain reforms under the ECCTA in respect of limited liability partnerships (LLPs) have also been published.

The ECCTA contains, among other things, amendments to the Companies Act 2006 (CA 2006) to transform Companies House from a largely passive recipient of information to a much more active gatekeeper. Its provisions will come into force at a later date to give companies, and Companies House, the chance to prepare. It will also introduce a new corporate offence of failure to prevent fraud. For further information on the ECCTA, see our blog post here.

Regulations on Companies House’s new powers

The draft Regulations that have been laid before Parliament are:

• Registered Office Address (Rectification of Register) Regulations 2024 – Companies House as the Registrar of companies currently has the power, on application, to rectify the public register if a company is using an unauthorised address as its registered address (section 1097A CA 2006). These new regulations will empower Companies House to change a company’s registered office address if it is satisfied that it is not an ‘appropriate address’ under section 28 of the ECCTA (which will become section 86 CA 2006).
• Service Address (Rectification of Register) Regulations 2024 – These regulations will empower Companies House to change the registered service address of a director, secretary, registrable person or registrable relevant legal entity if it is satisfied that the registered service address provided for that person is not a service address as defined by section 114(1) or (2) CA 2006.
• Principal Office Address (Rectification of Register) Regulations 2024 – These regulations give Companies House similar rectification powers in relation to principal office addresses notified to Companies House.

The regulations will take effect when sections 105 to 107 of the ECCTA come into force – the commencement orders for these parts of the ECCTA are yet to be published.

Limited liability partnership regulations

The draft Limited Liability Partnerships (Application of Company Law) Regulations 2024 will amend:

• the existing LLP regulations, to apply to LLPs the amendments made by the ECCTA to the CA 2006 relating to matters such as a company’s name, registered office, business name, directors and persons with significant control; and
• the Limited Liability Partnerships Act 2000 to provide for other amendments to the CA 2006 made by the ECCTA to apply to LLPs, including the registrar’s new power to change a company’s name and the duty to ensure the registered office is an appropriate address.

These new LLP regulations will take effect when the relevant provisions of the ECCTA amending the CA 2006 come into force by virtue of the ECCTA (Commencement No. 1) Regulations 2023 on 15 January 2024 and the ECCTA (Commencement No. 2 Supplementary Provision) Regulations (expected early 2024).