GET READY FOR CHANGES TO UK COMPANY LAW
Published 4 March 2024
The Economic Crime and Corporate Transparency Act became law in October 2023. Companies house have been getting ready to introduce the measures brought in by the act.
Companies House aim to make the first set of changes on the 4 March 2024. However, the introduction of these changes needs secondary legislation so this date will still be dependent on parliamentary timetables. It will not be earlier than 4 March 2024.
The changes will include:
What will these early changes mean for you
Companies, intermediaries and other stakeholders will need to make sure they are ready for the changes so that they can take action at the relevant time. Companies House have stated that anyone thinking about incorporating a company should also be keeping a keen eye on developments.
Companies House summarised 3 of the changes to help you to prepare and these are as follows:-
From 4 March 2024, there’ll be new rules for registered office addresses which mean companies must have an ‘appropriate address’ as their registered office at all times. An appropriate address is one where:
These changes mean you will not be able to use a PO Box as your registered office address from 4 March 2024. You can still use a third-party agent’s address if they meet the conditions for an appropriate address.
If you’re currently using a PO Box as your registered office address, you’ll need to change it by 4 March 2024.
Companies that do not have an appropriate registered office address could be struck off the register. When Companies House identify an inappropriate registered office address, they will change it to a default address held at Companies House. The company must then provide an appropriate address, with evidence of a link to that address, within 28 days. If Companies House do not receive this evidence, they will start the process to strike the company off the register.
Registered email address
From 4 March 2024, there’ll be 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 This email address will not be published on the public register.
From 4 March 2024, new companies will need to give a registered email address when they incorporate. 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 online services will prompt you to supply a registered email address when you file your next eligible confirmation statement.
Companies House will use this email address to communicate with you about your company, so it's important that you choose an appropriate email address. You can register the same email address for more than one company.
You’ll be able to change your registered email address through Companies House new ‘update a registered email address’ service. You’ll need to be signed in and authenticated to do this.
Companies will have a duty to maintain an appropriate registered email address, in the same way as their registered office address.
Any company that does not do this will be committing an offence.
Statement of lawful purpose
When you incorporate a company from 4 March 2024, the subscribers (shareholders) will need to confirm they’re forming the company for a lawful purpose.
You’ll also need to confirm the company’s intended future activities are lawful on the confirmation statement.
The intention of these new statements is to make it clear that all companies on the register, new and existing, have a duty to operate in a lawful way. Companies House may take action against your company if they receive information that confirms you’re not operating lawfully.
Companies House will not accept your documents 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. Companies House online services will prompt you to do this when you file your next eligible confirmation statement.
These measures will all contribute towards meeting the new registrars’ objectives, and Companies House will make all their decisions based on these objectives.
For any more information etc please contact our office.
The Economic Crime and Corporate Transparency Act became law in October 2023. Companies house have been getting ready to introduce the measures brought in by the act.
Companies House aim to make the first set of changes on the 4 March 2024. However, the introduction of these changes needs secondary legislation so this date will still be dependent on parliamentary timetables. It will not be earlier than 4 March 2024.
The changes will include:
- greater powers to query information and request supporting evidence
- stronger checks on company names
- 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’re forming the company for a lawful purpose when they incorporate, and to confirm its intended future activities will be lawful on their confirmation statement
- the ability to annotate the register when information appears confusing or misleading
- taking steps to clean up the register, using data matching to identify and remove inaccurate information
- sharing data with other government departments and law enforcement agencies
What will these early changes mean for you
Companies, intermediaries and other stakeholders will need to make sure they are ready for the changes so that they can take action at the relevant time. Companies House have stated that anyone thinking about incorporating a company should also be keeping a keen eye on developments.
Companies House summarised 3 of the changes to help you to prepare and these are as follows:-
- new rules for registered office addresses
- requirement for all companies to supply a registered email address
- new lawful purpose statements
From 4 March 2024, there’ll be new rules for registered office addresses which mean companies must have an ‘appropriate address’ as their registered office at all times. 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
- any documents sent to that address can be recorded by an acknowledgement of delivery
These changes mean you will not be able to use a PO Box as your registered office address from 4 March 2024. You can still use a third-party agent’s address if they meet the conditions for an appropriate address.
If you’re currently using a PO Box as your registered office address, you’ll need to change it by 4 March 2024.
Companies that do not have an appropriate registered office address could be struck off the register. When Companies House identify an inappropriate registered office address, they will change it to a default address held at Companies House. The company must then provide an appropriate address, with evidence of a link to that address, within 28 days. If Companies House do not receive this evidence, they will start the process to strike the company off the register.
Registered email address
From 4 March 2024, there’ll be 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.
From 4 March 2024, new companies will need to give a registered email address when they incorporate. 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 online services will prompt you to supply a registered email address when you file your next eligible confirmation statement.
Companies House will use this email address to communicate with you about your company, so it's important that you choose an appropriate email address. You can register the same email address for more than one company.
You’ll be able to change your registered email address through Companies House new ‘update a registered email address’ service. You’ll need to be signed in and authenticated to do this.
Companies will have a duty to maintain an appropriate registered email address, in the same way as their registered office address.
Any company that does not do this will be committing an offence.
Statement of lawful purpose
When you incorporate a company from 4 March 2024, the subscribers (shareholders) will need to confirm they’re forming the company for a lawful purpose.
You’ll also need to confirm the company’s intended future activities are lawful on the confirmation statement.
The intention of these new statements is to make it clear that all companies on the register, new and existing, have a duty to operate in a lawful way. Companies House may take action against your company if they receive information that confirms you’re not operating lawfully.
Companies House will not accept your documents 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. Companies House online services will prompt you to do this when you file your next eligible confirmation statement.
These measures will all contribute towards meeting the new registrars’ objectives, and Companies House will make all their decisions based on these objectives.
For any more information etc please contact our office.
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