Key reforms to the Companies Act 2006, which amend Companies House procedures and enhance the powers of the Registrar of Companies, came into force on 4 March 2024 (March commencements). The changes, made by the Economic Crime and Corporate Transparency Act 2023, are mainly as anticipated (blog post of 9 January 2024 here).
Companies and their officers need to be aware of the changes and of the dates from which they need to comply; they also need to be alert for any communications from Companies House regarding new filings or information already on the register.
Significant changes for companies
Key changes affecting companies which are now in force include:
- Registered office address – all companies must now have an "appropriate address" as their registered office. Companies can no longer use a PO Box as a registered office address. When Companies House identifies an inappropriate registered office address, it has the power to change it to a default address held at Companies House. The company must then provide an appropriate address, with evidence of a link to that address, within 28 days.
- Registered email address – all companies must now provide a registered email address. New companies will need to give a registered email address on formation. Existing companies will need to give a registered email address when they next file a confirmation statement.
- Statement of lawful purpose – on incorporation of a new company, the subscribers will need to confirm that it is being formed for a lawful purpose. Existing companies must confirm, on their next confirmation statement, that their future activities will be lawful.
Additional powers for the Registrar of Companies
The Registrar of Companies has enhanced powers to check, query or reject information submitted to it and to remove information from the register. The Registrar also has expanded rectification powers, including the power to change a defective registered office address (see above), and may also annotate certain public registers. There are new restrictions on company names, and the Registrar has enhanced enforcement powers in respect of company names.
The Registrar is under a new obligation to analyse information held by Companies House for the purpose of prevention or detection of crime and has new powers to share information with law enforcement agencies.
There are also new provisions for the protection of personal information on the register, extending the range of information that can be unavailable for public inspection.
Directors and disqualification
Some changes to the directors' disqualification regime have also come into force, including a new provision under which a director will automatically cease to hold office if disqualified under the director disqualification regime.
What's still to come?
As expected, the new compulsory identity verification regime for new and existing directors, people with significant control (PSC) and all those filing documents at Companies House is not yet in force. Companies House has not given an updated indication of when this is likely to happen.
Other significant changes yet to come into force include:
- Abolition of the requirement for companies to keep their own registers of directors and secretaries, directors' residential addresses, and PSC register.
- Changes to the information about members that companies must submit to Companies House and other new membership information requirements.
- Changes to the annual accounts regime;
- Significant changes to partnership law.
This blog post gives a brief overview of the March commencements. If you would like advice on how these or other changes may affect your company or group, please get in touch with Gillian White, Head of M&A, or your usual Howard Kennedy contact.
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