Home / First set of changes to UK Company Law under the Economic Crime and Corporate Transparency Act 2023 due in March 2024 – Are you ready?
5th February 2024
Partner, Helen Mather discusses the first set of changes marking the start of the overhaul of Companies House are expected to be introduced in March 2024.
The implementation of these changes requires secondary legislation to be passed so is dependent on that happening first and it is anticipated the changes will therefore be brought in on 4 March 2024 or as soon as possible after that date.
Companies House have confirmed that these changes include:
Failure to comply with any request from Companies House for information about a company or with the other changes outlined above are offences (committed by the company and its officers) and can result in criminal prosecution and various penalties such as financial penalties and annotations on the Company’s public record so the public know of potential issues.
It is important that you know that these changes are in the pipeline to ensure that your company is compliant with the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”) as and when the new rules come into force.
The changes will come into force in stages with other aspects like identity verification being implemented at a later stage. The overall timetable for implementation is not yet clear.
With the implementation of the first batch of changes in March, as well as Companies House having increased powers to query, challenge and remove information that appears to be fraudulent, incorrect or where discrepancies are identified with information already held, some of the most pertinent changes that are intended to be brought in as part of the first set of changes that companies should be aware of and ensure they are ready for are:
It is a requirement for a company to have a designated registered office visible on Companies House and the new measures brought in by the act go a step further to require that every company has an ‘appropriate address’ as their registered office at all times. An address is deemed ‘appropriate’ where:
The address can still be a third parties address if it satisfies the above criteria.
In addition to it being an offence if the registered office address is at any time not ‘appropriate’, if Companies House identify an inappropriate registered office address, they will change the address to a default address at Companies House and you will then be prompted to provide an address with evidence of that address being linked to you within 28 days. If no evidence is provided, Companies House will start the process to strike off your company from the register. It is therefore important to make sure that your company registered office is always ‘appropriate’, always up to date, accessible and monitored to ensure it is in line with this new change.
There will be a new requirement for all companies to give an ‘appropriate’ email address to Companies House and to ensure that such an ‘appropriate’ email address is always available and notified to Companies House.
An email address is an ‘appropriate email address’ if, in the ordinary course of events, emails sent to it by the Registrar would be expected to come to the attention of a person acting on behalf of the company.
You will be required to provide the ‘appropriate’ email address to Companies House when you next file your confirmation statement from 4 March 2024 or when you incorporate a company.
The email address will not be published on the public register and will be used by Companies House to communicate with you about your company.
It is therefore vital that you provide an email address which is used and monitored daily so that any alerts from Companies House are not missed. Like the new rule for your registered office, you will have a duty to ensure the notified registered email address is always ‘appropriate’. Failure to do so is an offence.
You will now have to confirm a statement of lawful purpose on your confirmation statement to confirm that the company’s current and future activities are lawful. Existing companies will have to make the lawful purpose statement in their next confirmation statement from 4 March 2024.
Companies that are formed from 4 March 2024 will have to include confirmation from the subscribing shareholders that they are forming the company for a lawful purpose.
These new changes that are scheduled to be brought in from March 2024 are just the start of a raft of changes that are expected to transform the way Companies House monitor and regulate companies registered in the UK.
It is therefore important that you keep up to date with ECCTA and we can assist you with any advice you may require in relation to this.
If you would like to speak to a member of our Corporate team, please contact 0161 832 3434.