Certain provisions of the Economic Crime and Corporate Transparency Act 2023 came into force on 4 March 2024.
This note outlines some of the new provisions relating to Companies House, as follows:
The registrar of companies has new objectives:
A person applying to form a company as a subscriber must now confirm that they wish to form the company for lawful purposes. When delivering its confirmation statement, a company must confirm annually that its intended future activities are lawful.
A company with a name that breaches these rules or poses a risk of harm to the public may be directed to change its name.
A company’s registered office is now required to be, at all times, an address where a document addressed to the company and delivered by hand or by post would be expected to come to the attention of a person acting on behalf of the company and where delivery of documents can be recorded by an acknowledgement of delivery. A company will not be able to use a PO box as its registered office address.
If a company’s registered office address does not meet the new requirements, it must change it to a compliant address and notify Companies House as soon as practicable.
There is a new provision requiring a company to have a registered email address, so that emails sent to it by the registrar would be expected to come to the attention of a person acting on behalf of the company.
A new company must provide a registered email address to the registrar on incorporation, and an existing company must provide its registered email address before delivering its next confirmation statement.
The registered email address will not be made available for public inspection.
The registrar has new powers to refuse to accept a document, if it appears to be inconsistent with other information on the register, and to remove material from the register. The registrar may annotate the register where information appears to be misleading or confusing. A person may be required to provide information to enable the registrar to determine whether a document is compliant. The registrar may require a company to resolve an inconsistency in the register, by delivering replacement or additional documents, or in any other way.
It is now an offence to deliver to the registrar a document that is misleading, false or deceptive in a material particular without reasonable excuse. If a person knowingly delivers such a document, an aggravated offence, punishable by imprisonment, is committed.
More information may be found on the Companies House website. Further provisions of the Act will be brought into force in May, including changes to Companies House fees. If you have any questions, please contact Brendan Biggs.
