Economic Crime and Corporate Transparency Act 2023

The Economic Crime and Corporate Transparency Act 2023 (the “Act”) received Royal Assent on 26 October 2023 and is likely to have a significant practical impact on companies.

One of the key areas covered by the Act relates to Companies House reforms. An overview of the key Companies House reforms to be implemented by the Act can be found in our previous post on this topic.

Last month, Companies House released further details about the first set of changes that it will be looking to implement this year.

Economic Crime and Corporate Transparency Act 2023 – initial changes

Companies House has confirmed that the first set of reforms that were introduced by the Act are scheduled to be introduced on 04 March 2024. Be mindful that this date may shift, depending on parliamentary timetables. The key changes to be introduced at this stage are:

• Stronger checks on company names;
• Increased powers for Companies House to query information and request supporting evidence;
• The ability for the Registrar to: (i) annotate a company’s file where information appears to be confusing or misleading; and (ii) tidy up information on the Register and remove inaccurate information;
• New rules for registered office addresses, as well as a requirement for all companies to supply a registered email address;
• A new requirement for all companies to confirm that they’re forming the company for a lawful purpose when they incorporate, together with a requirement to re-confirm, on each confirmation statement filed, that the company’s intended future activities will be lawful; and
• The ability to share data with other government departments and law enforcement agencies.

Additional reforms are expected during the course of 2024. In particular, we await updates as to how and when the provisions of the Act regarding identity verification requirements will be implemented. These requirements will apply to directors, people with significant control (PSCs) and those who file documents on behalf of companies.

How can I prepare for these changes?

The full impact of these Companies House reforms is unknown at this stage. That being said, the main Companies House changes that companies should ensure they are prepared for prior to 04 March 2024 are:

• From 04 March 2024, all companies will be required to provide an “appropriate” registered email address to Companies House. Unlike the registered office address, this will not be publicly available; and
• From 04 March 2024, all companies will be required to have an “appropriate” registered office address.

Registered email addresses

Registered email addresses will be requested either:

• Upon incorporation of the company; or
• If the company already exists, upon the filing of the next confirmation statement for that company (where the relevant confirmation statement date is 05 March 2024 or later).

An email address will be considered to be “appropriate” if emails sent to it by the Registrar would be expected to come to the attention of a person acting on behalf of the company in question.

Companies should therefore ensure that they identify an appropriate registered email address for use. Access to this email address should be checked regularly and properly maintained.

Registered office addresses

The requirement for an “appropriate” registered office address means the company must ensure that the address used is one where:

• Documents 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
• The delivery of any such documents can be recorded by way of an acknowledgment of delivery.

Companies House will have the ability to strike companies off the Register for failing to maintain an appropriate registered office address. It is therefore important that all companies ensure that their current registered office address meets these new requirements.

It is worth noting in particular that PO Box addresses will no longer be permitted. If your company is currently using a PO Box address as its registered office address, this should be changed prior to 04 March 2024.

Seek advice for your company

Further information on the Act and, in particular, Companies House reforms are expected over the coming weeks and months. In the meantime, if you would like more personalised advice on what it could mean for your company, please get in touch.