News
Changes to UK Company Law affecting Companies House March 2024
19 - 03 - 2024
The first Confirmation Statements that require a Registered Email Address and Statement of Lawful Purpose are due to be filed today. See below for the recent changes to UK company law at Companies House.
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address will not be published on the public register.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
