Key changes being introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA) came into force on 4 March 2024, impacting all UK incorporated companies. The changes introduced by secondary legislation published on 1 March 2024 are aimed at improving the accuracy and integrity of information held by Companies House, and giving Companies House increased powers. UK Companies also have new obligations when making their annual confirmation statement filings.
The key changes now in force are:
Companies House Powers
Companies House now has additional powers to query, reject, or remove inconsistent information from the register. In particular, filings may be rejected or queried if the information presented is inconsistent with information previously filed. The Registrar may also remove information from the register if it appears to be confusing or misleading. If Companies House requests further information, it will be important to respond quickly – when a formal query is raised, it will be an offence not to respond within 14 days.
Companies House also has new powers to share information with other government departments and law enforcement agencies, including HMRC.
Registered Office Address
UK Companies must have an “appropriate” registered office, which is one where, in the ordinary course, documents delivered by hand or by post would come to the attention of the company. It must also be possible to provide a receipt of delivery. PO Box registered offices are no longer permissible.
If UK companies have PO Box registered addresses, these will need to be changed. Deloitte’s Legal Entity Management and Governance team can assist with this if required.
Registered Email Address
Companies must now provide a registered email address on incorporation. The email address will not appear on the public record and will only be used for communications from Companies House or the Secretary of State.
Companies with a CS01 confirmation statement date from 5 March 2024 onwards will need to provide a registered email address when they file their next statement. A registered email address service will be offered to Deloitte UK’s company secretarial annual compliance clients.
Confirmation of Lawful Purpose
The initial shareholders of companies incorporated after 4 March 2024 will need to confirm they are incorporating the company for a lawful purpose. Companies with CS01 confirmation statement dates from 5 March 2024 onwards, will need to confirm in their annual CS01 that the intended future activities of the company are lawful.
We are monitoring these changes, their implementation and the approach Companies House is taking in relation to its new powers, and will continue to stay close to the implementation of future ECCTA-related changes as they are rolled out over the next 2-3 years.
We are already seeing Companies House taking an organised and proactive approach to querying clients’ PSC (persons with significant control) information. We recommend clients review the information held by Companies House and make any updates as necessary, in advance of the verification requirements which are expected to come into force later in 2024, per Companies House guidance.
If you have any questions or require support in the meantime, please do not hesitate to contact us.
Key contacts
Daniel Connell, Partner, Deloitte Legal
Andy Casey, Partner, Deloitte Legal
Alice Parker, Director, Deloitte Legal
Claire MacMillan, Associate Director, Deloitte Legal
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