Economic Crime and Corporate Transparency Act 2023 - First raft of company law changes now in force

Published Date
Mar 5, 2024
The first set of company law changes implementing parts of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) are now in force. 

These changes include:

  • new rules for registered office addresses; 
  • a requirement for all companies to supply a registered email address;  
  • a requirement for all companies to confirm they are forming the company for a lawful purpose; 
  • greater powers for Companies House to query information and request supporting evidence;
  • stronger checks on company names; and 
  • the ability for Companies House to annotate the Register of Companies when information appears confusing or misleading and take steps to clean up the register, using data
  • matching to identify and remove inaccurate information. 

New rules for registered office addresses 

From 4 March 2024, companies must have an ‘appropriate address’ as their registered office at all times. An appropriate address is one where: (i) any documents sent to the registered office should be expected to come to the attention of a person acting on behalf of the company; and (ii) any documents sent to that address can be recorded by an acknowledgement of delivery. Companies will not be able to use a PO Box as its registered office address (although they can still use a third-party agent’s address if this address meets the conditions for an appropriate address). 

All companies to supply a registered email address

There is a new requirement for all companies to give a registered email address to Companies House. This email address will not be published on the public register. Existing companies will need to give a registered email address when they file their next confirmation statement with a statement date from 5 March 2024. Companies House will use this email address to communicate with the company and the same email address can be used for more than one company. 

Requirement for all companies to confirm that the company is formed for a lawful purpose

When a new company is incorporated, the subscribers will need to confirm that they are forming the company for a lawful purpose. There will also be an annual requirement to confirm the company’s intended future activities are lawful when a company files its confirmation statement. Companies House may take enforcement action against a company if it receives information that confirms a company is not operating lawfully and will not accept documents filed on behalf of a company if these statements have not been confirmed. Existing companies will need to make a lawful purpose statement when they file their next confirmation statement with a statement date from 5 March 2024.

In addition to the changes outlined above, Companies House now has greater powers to query information and request supporting evidence, carry out stronger checks on company names and has the ability to annotate the Register of Companies when information about a company appears confusing or misleading.

The implementation of the ECCTA 2023 is an ongoing project and further elements of the Act, such as changes regarding the delivery of documents to Companies House, ID verification (IDV) requirements and provisions regarding Authorised Corporate Service Providers (ACSPs), are expected at a later date. 

Content Disclaimer
This content was originally published by Allen & Overy before the A&O Shearman merger

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