First significant changes to filings at Companies House

The first set of measures to reform Companies House are expected to be introduced on 4 March 2024. This article looks at the key measures and what businesses should do now to prepare for these changes.

19 February 2024

Woman opening letter at business address

The Government has announced that Companies House expects to introduce the first set of measures under the Economic Crime and Corporate Transparency Act 2003 (“ECCT Act”) on 4 March 2024. 

As set out in our earlier article, one of the key aims of the ECCT Act is to reform Companies House, and these new measures will be the first step towards meeting this objective.

This note looks at the key new measures in more detail, and what businesses should do now to prepare for these changes.

4 March – a provisional implementation date

It’s worth noting that, while 4 March is the intended date for the introduction of these measures, secondary legislation is required, and so the actual date will depend on parliamentary timetables. 

We do know that the implementation date will not be before 4 March, and businesses may want to assume that these measures will be introduced on or shortly after this date and prepare for these changes. 

Which new measures will be introduced?

Requirement to have a registered office address at an “appropriate address”

All companies must have a registered office address at an “appropriate address”. 

This means an address where a document, addressed to the company and physically delivered, would be expected to come to the attention of a person acting on behalf of the company and be acknowledged. 

A PO Box address will no longer be acceptable as a registered office address.

Third party agents providing, for example, registered office services on behalf of the company can continue to do so if their address is at an “appropriate address”.

What should businesses do now?

Most companies should already meet the requirement for an appropriate registered office address. 

If your company does not have an appropriate registered office address, its registered office address must be changed at Companies House before this measure is introduced as there are no transitional arrangements in place.

Requirement to provide a registered email address to Companies House

All companies will need to provide a registered email address to Companies House. This will not be publicly available but will be used by Companies House to communicate with the company.

For new companies, this email address must be provided as part of their incorporation application. 

For existing companies, this email address must be provided at the time of their next confirmation statement. 

The email address must be an “appropriate” email address. This means an email address at which emails sent by Companies House would be expected to come to the attention of a person acting on behalf of the company. 

What should businesses do now?

Businesses should identify an appropriate email address. The same email address can be used for different companies within a group. 

There is also no requirement for the email address to be for a named person within the business – it may be a generic email address for the company that can be accessed by a number of people within the business. The registered email address can be changed by the company as needed. 

New statement of lawful purposes

As part of the application to incorporate a company, there will be a new requirement for the initial shareholders of the company to confirm that the company is being formed for lawful purposes. 

For existing companies, confirmation statements submitted after these provisions are brought into force will contain a new confirmation that the future activities of the company are lawful. 

Companies House will reject applications unless these statements are in place.

The new lawful purposes statements are intended to “make it clear that all companies on the register, new and existing, have a duty to operate in a lawful way”. If companies make these statements, but are engaged in unlawful activities, they are likely to fall within scope of the new false statement offences contained in the ECCT Act which, depending on the circumstances, may result in a fine or imprisonment (or both).

What other changes will be introduced?

Companies House will change to become an “active gatekeeper” of the information it receives and holds. 

Some of the additional measures to be introduced on 4 March will help Companies House to achieve this objective. These include:

  • the ability to query information provided to it;
  •  the ability to request supporting evidence; and 
  • a new power to place notes on the register to help address any confusion that may arise where material that was previously held on the register has subsequently been removed.   

Companies House will also start to share data it holds with other government departments and law enforcement bodies such as the Serious Fraud Office.

If you have any questions in relation to the ECCT Act, and the new measures to be introduced next month, please contact Christina Sinclair or Tom Swan.