Reforms to UK Company Law go live: This is what you should know

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The Economic Crime and Transparency Act (ECCTA) 2023, which was recognised as a law in October 2023 post receiving royal approval, has come into force since March 4, 2024. The new law introduces several changes to the Companies Act 2006, giving enhanced power to the Companies House Registrar to act as a proactive gatekeeper, scrutinise information and dispute it as needed.

These new changes will impact all new and existing company directors, People with Significant Control (PSCs) over companies, and any person who acts on behalf of a company. In this article, we discuss the key changes that this Act has brought in so that company stakeholders can prepare accordingly.Here are the key amendments to the UK Company Law that all new and existing companies should take note of:

Key Amendments under the ECCTA Act – At a Glance

Giving an “appropriate” registered office address

As per the new changes, all new and existing companies should provide an appropriate registered address for their offices from 4 March 2024. The key points to note here are:

When a document is sent to the appropriate address of the company and when a delivery is made to this address by hand or post, it should come to the attention of the person acting on behalf of the company.
An acknowledgement of delivery should be recorded when documents are delivered to this address.
Companies can no longer use only a PO Box number as a registered office address.

For companies looking for help with registered office addresses, please check our address services and our team will be happy to assist.

Registered email address made mandatory

Companies House has now made it mandatory for all organisations to submit an appropriate email address for communication purposes from 4 March 2024. The key points to note here are:

When Companies House sends any emails to this registered email address, it should come to the notice of the person acting on behalf of the company.
All new companies should incorporate this registered email address at the time of their incorporation from 4 March 2024.
Existing organisations can inform Companies House of their registered email address in their next confirmation statement from 5 March 2024.

Statement of lawful purpose now mandatory

From March 4, 2024, onwards, all organisations (new and existing) should submit a statement confirming that their future activities would be lawful to Companies House.

New companies should submit this statement at the time of application for successful incorporation from 4 March 2024.
Existing companies should submit the statement of lawful purpose in their next confirmation statement from 5 March 2024. Existing companies can take our help in filing proper confirmation statement in line with the amendments.

For more information, please refer to our confirmation statement service.

Software-only filing of annual accounts

Companies House has decided to adopt the software-only filing process to streamline the annual accounts of organisations and make it more accessible and accurate. This process is expected to be rolled out across all companies in the next two to three years. While most companies already use software to file their annual accounts, some still follow processes like web filing, paper filing, joint filing online, and others. These processes will be phased out soon.

Change in the company name

The ECCTA has given Companies House the power to reject a company’s name if it is not in line with the new changes. According to the recent amendments, a UK company should register itself under a proper name. The key points to note here are:

Names of companies or LLPs (i.e., Limited Liability Partnerships) should not indicate that they might be used for unlawful or criminal purposes.
Names of companies or LLPs should not indicate that they may be connected to foreign governments or international organisations.
Names of companies or LLPs should not include any computer code.

For any help related to appropriate company name, you can speak to one of our company name change experts here.

Small company filing process amendments and audit exemption

According to the recent amendments to the UK Company Law, the annual accounts filing process of small and micro entities has been streamlined to bring transparency and clarity.

The key points to note here are:

Filing obligations for small and micro entities to become clearer
Small and micro entities must submit a copy of their Profit and Loss Account at the time of filing annual accounts
Preparation of abridged accounts to be done away with
In case of filing more than one document,the process to facilitate filing of multiple documents at the same time
Small companies,dormant organisations or other entities claiming audit exemption to include a statement explaining the type of exemption they are seeking along with their balance sheet

New Identity Verification Process

Anybody who runs, controls, owns, registers, or manages a company should verify their identity with Companies House directly or indirectly through an Authorised Corporate Service Provider. For existing appointments, individuals can verify their identity after the transition period that the Companies House will announce. For new companies, individuals should verify their identity first and only submit the incorporation application.

Other amendments to the UK Company Law

Organisations can request that Companies House conceal personal information from the Companies House Register. These details can include the dates of birth, home addresses, signatures, and more. This will help to reduce the breach of confidential data.
Information on Limited Partnerships (LPs) will become more transparent than before. Companies House requires LPs to furnish all details about their partners, verify their identities, and submit valid office and email addresses as well as annual confirmation statements for this purpose.
All businesses will furnish a list containing the full names of their individual and corporate shareholders to Companies House.
All organisations will inform Companies House about their PSCs and Relevant Legal Entities (RLEs). If they want an exemption from furnishing this information, they should submit a statement explaining the relevant reason for claiming the exemption.
According to the new changes, companies can only appoint a UK corporate director if he/she has a legal personality.
While businesses should continue to maintain the Companies House Register for information on their directors, company secretaries, and PSCs, they can get rid of any internal registers (if any) of these same details.

Implications for Businesses and Stakeholders

Businesses and stakeholders will now have to be more careful while submitting or furnishing any information because the ECCTA has increased the power of Companies House to scrutinise the details and challenge it where ever needed. Companies House will now also have the right to reject any organisation’s request if the necessary information is not shared or a certain rule is not followed.

While some changes to the UK Company Law are being implemented from 4 March 2024 onwards, several changes are expected to come into effect in a phased manner over two to three years. Eventually, these changes aim to bring transparency and ensure that the Companies House Register holds trustworthy information about new and existing organisations.

Wrapping up

UK companies, new and existing ones, should take note of these new amendments to the UK Company Law and furnish information that conforms to the ECCTA requirements. This will ensure that the Companies House will not find any reason to reject their applications (in case of new companies) and confirmation statements (in case of existing ones).

With the new ECCTA changes, the Companies House Registrar has greater powers to query and seek information, carry out thorough checks on company names, remove factually inaccurate information and crack down on wrong filings.

If the Registrar finds any discrepancies, inaccuracies or inconsistencies in the information submitted by the companies, they could remove the details of those companies from the register. This is where we at Formations Hunt can help companies to submit accurate details to Companies House and prevent rejections.