Reform of Companies House – changes coming into force on 4 March 2024 and more secondary legislation made

Companies House has announced, via its blog, that the first set of changes under the Economic Crime and Corporate Transparency Act 2023 (the ECCTA) are expected to come into force on 4 March 2024. Further Regulations under the ECCTA have also been made.

The ECCTA received royal assent in October last year and will give Companies House additional powers, turning it from a passive recipient of information into an active gatekeeper.

First commencement date

The provisions due to come into force on 4 March 2024 include:

• Powers to query and reject filings – Companies House will have enhanced powers to query any filings, to request further evidence and/or to reject any filings and to remove material from the register more swiftly.
• Clarifying and cleaning up the register – Companies House will have enhanced powers to annotate the register when information appears confusing or misleading (see further below on the relevant secondary legislation), and will be taking steps to clean up the register, using data matching to identify and remove inaccurate information.
• New registered office and email address requirements – Companies will have to have an “appropriate address” as their registered office (for example, P.O. boxes will no longer be permitted), and to supply an email address to Companies House.
• Lawful purpose confirmation – All companies will be required to confirm they are forming the company for a lawful purpose on incorporation, and to confirm that their intended future activities will be lawful in their annual confirmation statement.
• Company names – The company names regime is being tightened and Companies House will be able to direct a company to change its name for failure to comply with the new regime, and to change the company’s name itself if that direction is not complied with.

The implementation of these changes requires secondary legislation and so is dependent on parliamentary timetables, but they will not be in place any earlier than 4 March 2024. For further information on the ECCTA, see our blog post here.

Secondary legislation in relation to annotation of the register made

The Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 have been made under the ECCTA. The Regulations:

• enhance Companies House's existing powers to annotate the register in relation to misleading or confusing material, adding a new power to annotate in relation to the removal of material;
• set out the procedure where material is to be removed from the register, including giving Companies House the power to choose whether to give people an opportunity to object to the removal of material, to allow it to act quickly if needed; and
• extend the annotation and removal powers to limited liability partnerships.

The Regulations will come into force when the relevant provisions of the ECCTA are brought into force.