A number of important company law changes came into effect on 4 March 2024. They represent the first collection of rules under the Economic Crime and Corporate Transparency Act 2023 to come into force, and include changes which relate to the powers of Companies House. The remainder of the changes under the ECCTA will come into force at a later date.
The key changes now in force, as previously signalled by Companies House, include:
- Greater powers for the Registrar - the Registrar of Companies has enhanced powers to check, query or reject submitted information, as well as annotate and remove information from the registers (Sections 79 to 85 of the ECCTA 2023). The Registrar also has new powers to share information with law enforcement agencies (Section 94), and there will also be stronger checks on company names which may give a false or misleading impression to the public (Sections 8 to 26).
- Appropriate registered office addresses – all companies must have an “appropriate" address (Section 28). A document sent to this address would be expected to come to the attention of a person acting on behalf of the company, and the delivery of the document will be capable of being recorded by the obtaining of an acknowledgement of delivery. A PO Box can no longer be used as a registered office address.
- Registered email address - all companies will now need to supply a registered email address to Companies House with their next confirmation statement, and on incorporation (Section 29). The same email address can be used for more than one company, and the addresses will not be publicly available. Addresses should ideally be ones that are continuously monitored, as they will begin to be used by Companies House for most routine communications.
- Statement of lawful purpose – on incorporation, subscribers must confirm that the company is being formed for a lawful purpose (Sections 2, and 59 to 63). When filing confirmation statements, companies will also need to confirm that their future activities will be lawful.
- Directors and disqualification – a director will cease to hold office automatically if disqualified under the disqualification regime, and disqualified directors may not be appointed as directors of a company (any such appointment will be void) (Section 40).
There are also increased civil and criminal sanctions created to complement the new obligations, including a new aggravated offence of delivering false statements to the registrar (Section 102), and a new civil penalties regime allowing the registrar to impose a financial penalty for a number of offences under the Companies Act 2006 (Section 104).
Companies House has also published new versions of the AD01, LLAD01, CS01, LLCS01, IN01, and LLIN01 forms on its website, to reflect the changes.
See the commencement order here, and the Companies House press release on their website here.
For further guidance and updates on the ECCTA see our Economic Crime and Corporate Transparency Hub.
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