Companies House reform – significant changes now in force

The first significant company law provisions of the Economic Crime and Corporate Transparency Act 2023 (ECCTA), which became law in October 2023, came into force on 4 March 2024. The ECCTA contains, among other things, amendments to the Companies Act 2006 to facilitate the transformation of Companies House.

Below you will find details of:

• the changes in force as of 4 March 2024;
• the changes expected from May 2024;
• other changes still to come (on dates still to be confirmed);
• the new Companies House forms and guidance;
• regulations under the ECCTA that are now in force; and
• our ‘on the horizon’ podcast in which we discuss the provisions of the ECCTA brought into force this week.

Companies should consider if they need to take any action at this stage to ensure compliance with the provisions that are now in force, for example registering an email address and ensuring that their registered office address is appropriate.

Changes in force as of 4 March 2024

The ECCTA and new Companies Act 2006 (CA 2006) provisions will impact all UK-incorporated companies and LLPs:

Companies House as a quasi-regulator

• Registrar’s new powers – Companies House has been given the power to query any filings, to request further evidence and/or to reject any filings, and to remove material from the register more swiftly. It can also share information more easily and proactively with other agencies. It will also be able to require all information to be filed electronically in the future.
• False statement offences – To support Companies House’s new powers, the criminal offence of providing misleading, false or deceptive information to Companies House has been expanded. It will now apply where any person provides misleading, false or deceptive information without reasonable excuse (rather than applying only where any person does so knowingly or recklessly). There is also a new aggravated criminal offence for knowingly providing misleading, false or deceptive information.
• Company names – The company names regime has been tightened and additional categories of name are prohibited, including those that may facilitate the commission of a dishonesty or deception offence.

Our updated snapshot on the enhanced powers of Companies House is available here.

Miscellaneous company administration changes

• Lawful purposes statement – Every confirmation statement will now include a specific confirmation that the company’s intended future activities are lawful. A similar confirmation also needs to be given in any application to incorporate a new company.
• “Appropriate” registered office – A company will need to ensure that it is registered at an “appropriate” address. This means an address where it can be expected that the documents sent to it will come to the attention of a person acting on behalf of the company, and where it is capable of having delivery acknowledged. PO boxes are no longer permitted. Companies House has the power to change the registered office of a company where it is not satisfied that this requirement has been met. If a company fails to maintain an appropriate registered office address, both the company and its directors will be guilty of an offence, punishable by a fine.
• Registered email address – Companies are required to provide an email address (which will not be publicly available) through which they can be contacted by Companies House. The email address must be “appropriate”, meaning that ordinary course emails sent to that email address will come to the attention of a person acting on behalf of the company. If a company fails to maintain an appropriate email address, both the company and its directors will be guilty of an offence, punishable by a fine.

Our updated snapshot on miscellaneous amendments in relation to the administration of companies is available here.

Changes expected from May 2024

Companies House’s new powers to impose civil financial penalties (of up to £10,000) for most offences under CA 2006 are expected to be brought into force in May 2024. Exercise of these powers will be an alternative to using its existing powers to prosecute criminal offences under CA 2006.

Other changes still to come (on dates still to be confirmed)

By way of reminder, the other significant changes still to come include:

• Ban on corporate directors – In its February 2022 white paper, the government committed to commencing the ban on corporate directors as part of the ECCTA reforms (which was inserted into CA 2006 by the Small Business, Enterprise and Employment Act 2015). The government has brought into force the power to make regulations to provide for a principles-based exception to the ban, suggesting they are planning to proceed with implementing the ban.
• Identity verification – Identity verification requirements will be introduced for all new and existing company directors (and equivalents for other entities), persons with significant control (PSCs) and those filing information with Companies House. UK company formation agents that register with Companies House will be able to conduct these identity checks. Directors and PSCs who do not verify their ID will commit a criminal offence and/or incur a civil penalty. Companies that have an unverified director will also commit an offence.
• Limited partnerships – The ECCTA also contains provisions introducing registration and transparency requirements for limited partnerships. The changes follow reforms to UK limited partnership law proposed by the government in April 2018 to strengthen the legal framework and limit the risk of limited partnerships being used for illicit activities.
• Corporate criminal liability for economic crimes – The government has used the ECCTA to introduce a new strict liability corporate offence of failure to prevent fraud where a company does not have reasonable fraud prevention procedures in place.

Companies House forms and guidance

Companies House has updated a number of its forms and associated guidance in light of the provisions of the ECCTA that are now in force – for example the confirmation statement has been updated to include the lawful purposes confirmation. It has also published new guidance on removing material from the register, as well as forms for replacing material on the register.

Links to the updated forms and guidance on are available in our blog post here.

Regulations under the ECCTA that are now in force

A number of Regulations under the ECCTA that provide the detail in relation to Companies House's additional powers, as well as Regulations that provide for certain reforms under the ECCTA in respect of limited liability partnerships, have also come into force.

The Regulations that have come into force are:

• Registered Office Address (Rectification of Register) Regulations 2024 – These regulations empower Companies House to change a company’s registered office address if it is satisfied that it is not an “appropriate address” under section 86 CA 2006 (inserted by section 28 of the ECCTA).
• Service Address (Rectification of Register) Regulations 2024 – Companies House now has the power 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) of the CA 2006.
• Principal Office Address (Rectification of Register) Regulations 2024 – These regulations give Companies House similar rectification powers as above in relation to principal office addresses notified to Companies House.
• Registrar (Annotation, Removal and Disclosure Restrictions) Regulations 2024 – Companies House’s existing powers to annotate the register in relation to misleading or confusing material have been enhanced. Additionally, Companies House has the power to remove material from the register and the Regulations set out the procedure for this.
• Limited Liability Partnerships (Application of Company Law) Regulations 2024 – These regulations amend the Limited Liability Partnership Regulations to apply to LLPs the amendments made by the ECCTA to the CA 2006 and LLP Regulations in relation to matters such as an LLP's name, registered office, business name and persons with significant control. Amendments are also made to the Limited Liability Partnerships Act 2000 to provide for other amendments made to the CA 2006 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 at an “appropriate address”.

Podcast

We discuss the provisions of the ECCTA that have been brought into force this week in the latest episode of our ‘on the horizon’ podcast. You can listen to the podcast here.