You may be aware that the Economic Crime and Corporate Transparency Act (“Act”) came into law late in 2023. This Act gives powers to Companies House (the companies registrar for the UK) to “play a much greater role in disrupting economic crime and preventing abuse of the register, while supporting economic growth and ease of doing business in the UK” – Louise Smyth, Chief Executive and Registrar of Companies. But what’s going to change and how does this affect you?
As of 4 March 2024, the first set of changes brought in by the Act will take effect. We have set out a summary below to capture key updates by Companies House. These changes will affect all companies registered in the UK.
New rules for registered office addresses
Your company must have an ‘appropriate address’. This change is with the aim that any documents addressed to the company and delivered to the registered office address of the company should be delivered to the people acting on behalf of the company (e.g. the directors and company secretary). PO box addresses will become a thing of the past.
Companies House will start to enforce this change with effect from 4 March 2024. If Companies House deem a registered office address as inappropriate, they will change it to a default address held at Companies House. If a company’s registered office address is moved to a Companies House default address, they will be made to provide an appropriate address with evidence of proprietary ownership within 28 days, or Companies House could start the process to strike the company off.
Confirmation statement update
In your company’s annual confirmation statement (a statutory filing confirming that all company information on the public register at Companies House is correct), you will now also need to confirm the company’s intended future activities are lawful.
You company will also need to provide a registered email address when you file your next confirmation statement (see Registered email address, below)
Incorporating new companies
In the same way the confirmation statement will be used to confirm lawful purpose, the updated incorporation process will require the subscribers (initial members/shareholders) of a new company to confirm they are forming the company for a lawful purpose.
Powers to query and challenge information that appears incorrect or inconsistent
Companies House will:
- have more power to query and challenge information that appears to be incorrect or inconsistent with information they hold on the public register. Companies House will also have the power to remove information that is inaccurate, incomplete, false or fraudulent;
- conduct stronger checks on company names, specifically focusing on whether a company name could give a false or misleading impression to the public;
- use annotations on the public register to highlight potential issues with information; and
- use data matching to identify and remove inaccurate information.
Registered email address
There is a new requirement for all companies to give a registered email address to Companies House. Please note, this email address will not be publicly available.
Existing companies will be required to give a registered email address when they file their next confirmation statement (where the statement date is after 5 March 2024).
New companies will need to provide a registered email address when they incorporate.
What’s it for?
This email address will be used as another method of communicating with you about your company.
How would I change my registered email address?
Companies House has created the ‘update a registered email address’ service, which you can use to make changes to your registered email address.
It will be a requirement to maintain a registered email address and this registered email address will need to be ‘appropriate’ in the same way as the company’s registered office address (see New rules for registered office addresses). Companies House may take enforcement action if it is not.
Other changes
There are further changes due to come into force on 1 May 2024. Please look out for our next article setting out these changes.
If you need any help with getting your company up to date with the latest and incoming changes to UK company law, please contact our specialist company secretarial team (Olivia Miller and Charles Oliver) at: corporate@stephens-scown.co.uk