7 March 2024
Following on from our newsletter in February 2023, Companies House have, this week, introduced Companies House reforms. For Irish groups with UK subsidiaries, these are the first of many changes in the months ahead.
As part of the UK Government’s aim to increase corporate transparency and tackle economic crime, new measures will be introduced to ensure that Companies House has the necessary powers of prevention, investigation and enforcement in respect to fraud.
The Economic Crime and Corporate Transparency Act received royal assent on 26 October 2023 and will greatly alter the current company law regime in the United Kingdom. It will enhance the powers of Companies House in combatting economic crime, and will impose new responsibilities on companies, their directors, any persons with significant control and electronic filing agents.
A range of measures will be introduced by Companies House to strengthen adherence to filing obligations by those required to file, to ensure that all information contained on the Companies House Register (the “Register”) is accurate, transparent, and to prevent companies and others from being involved in unlawful activities.
The overall effect of the new legislation and the consequent changes will be that Companies House will move from being a repository of information to an organisation with the powers to verify and query information on the Register.
The first changes were introduced on 04 March 2024 and are summarised below.
All companies will be required to include a registered email address as part of their annual Confirmation Statement which Companies House will use to communicate with the company. This email address will not go on public file.
Additionally, all companies will be required to include a lawful purpose statement as part of their annual Confirmation Statement confirming that their intended future activities will be lawful.
These changes will also apply where incorporation documentation is submitted to the Registrar.
All companies must have an ‘appropriate address’ as their registered office address. An ‘appropriate address’ is one where 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 any documents sent to the registered office can be recorded by an acknowledgement of delivery.
Accordingly, companies will no longer be permitted to use a P.O. Box as their registered office address.
The registrar will have greater powers to query and challenge information that appears to be incorrect or inconsistent with the information held on the Register. There will also be increased powers to reject new filings.
Companies House will have the ability to annotate the register when information appears confusing or misleading. Companies House will also take steps to clean up the register, using data matching to identify and remove inaccurate information.
There will be stronger checks on company names resulting in rejection of proposed company names where it is judged that they would be misleading to the public. It is planned that a new system for verifying the acceptability of company names will be in place before the implementation date.
From 01 May 2024, Companies House will increase their filing fees for statutory forms. Set out below are the increased filing fees for the most commonly filed forms
Subject to the passing of secondary legislation, it is expected that the following reforms will be introduced by Companies House over the coming months:-
We will be in contact over the coming months to provide you with updates as these changes come into effect.
