As of 04 March 2024 the first new measures under the Economic Crime and Corporate Transparency Act 2023 have come into force at Companies House.  

The Act gives Companies House enhanced powers and responsibilities to:

• tackle misuse of the company register
• improve data quality and reliability

The measures aim to reduce the problems of companies that are set up to commit fraud, money laundering and economic crime along with situations where names and addresses have been used without the individuals’ consent.

New criminal offences and civil penalties for non-compliance have also been introduced.

The new measures in place from 04 March 2024 include:

1.    Registered Email Address

A new requirement for all companies to provide a Registered Email Address to Companies House. The email address will not be published on the public register.

Companies will now have a duty to maintain an ‘appropriate’ registered email address, in the same way as maintaining their registered office address. Any company that does not maintain the email address will be committing an offence.

Companies House will use this email address to communicate with the director about their company.

An email address is considered as appropriate where:

 ‘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’.

The Registered Email Address can be an email address owned and accessed by the company director or the company directly or it can be an Accountant’s or Agent’s email address.

The same email address can be registered for more than one company and can be updated at any time.

The Registered Email aAddress must be supplied to Companies House on the next company Confirmation Statement for Confirmation Statements with a made up date of 05 March 2024 or later.

2.    Statement of Lawful Purpose

A new requirement for subscribers to confirm they are forming a company for a lawful purpose when they incorporate.

Existing companies are also required to confirm that the company’s intended future activities will be lawful on their next Confirmation Statement.

The statement of lawful purpose will be included in Confirmation Statements with a made up date of 05 March 2024 onwards.

3.    New Rules For Registered Office Addresses

As of 04 March 2024 all companies must have an ‘appropriate registered office address’ at all times. This cannot be a PO Box address, however it can be an Accountants’ or other third party’s address if this meets the definition of ‘appropriate’.

An appropriate registered office address is one where:

• documents sent to the registered office should be expected to come to the attention of a person acting on behalf of the company.
•  

and

• documents sent to that address can be recorded by an acknowledgement of delivery.

Companies House also now has the power to change a registered office address to one at Companies House if the registered office address is not deemed to be appropriate. The company will  then need to provide an appropriate address within 28 days or be at risk of being struck off the Companies House register.

4.    Greater Powers to Query Information

Companies House has previously accepted information delivered to it ‘in good faith’. Companies House will now be required to scrutinise the information and to request additional evidence if required before the register is updated. Information provided prior to the changes coming taking effect can also be queried

False or misleading information will be removed from the register.

5.    Stronger Checks on Company Names

Companies House can now remove company names that are offensive or falsely imply connections with foreign governments or international agencies. 

6.    Ability to Share Data With Other Government Departments and Agencies

Companies House will have an increased ability to share data with other Government Departments, including law enforcement agencies.

As with the other measures above, this is intended to improve the integrity of the data on the companies register.

7.    Increased Companies House Fees from 01 May 2024

From 01 May 2024 the fees for Companies House services and filings are increasing.

The new fees are being set on a cost recovery basis which means that there is no profit derived from the charges.

·         Online filing of the annual Confirmation Statement is increasing from £13.00 to £34.00.

·         The online fee for Voluntary Strike will increase from £8.00 to £33.00.

·         A change of company name will cost £20.00 or £83.00 for same day processing.

Fees to file the same documents on paper will  also be higher. 

The full list of changes to Companies House fees can be viewed here -

https://changestoukcompanylaw.campaign.gov.uk/changes-to-companies-house-fees/

8.    Other Upcoming Changes

The measures set out in the Economic Crime and Corporate Transparency Bill 2023 are still awaiting secondary legislation to confirm them in law Some additional changes are expected in the longer term.

These include:

·         Identity Verification – A requirement for Directors to verify their identity either directly with Companies House or through an authorised agent such as a regulated Accountant.

·         Accounts Reform – All companies will be required to file accounts in digital format. The option to file abridged accounts will be removed and all companies will be required to file a profit and loss account. Small companies will also be required to file a Director’s Report, although micro-entities will not.

These additional measures may be subject to change and we will provide further guidance when it is available.

If you would like to discuss any of the issues noted above please contact us on:

01244 625 500 or 01978 364 000

contactus@foremansllp.com

Whilst all due care and attention has been taken in the preparation of these notes no liability

can be accepted for any omission or item contained therein.

Foremans LLP

March 2024