Companies House is aiming to bring in the first set of changes under the Economic Crime and Corporate Transparency Act 2023 on 4 March 2024. These changes include:
• greater powers for Companies House 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 for Companies House to annotate the register of companies when information appears confusing or misleading;
• Companies House taking steps to clean up the register of companies, using data matching to identify and remove inaccurate information; and
• Companies House sharing data with other government departments and law enforcement agencies.
These changes will need secondary legislation so the date is still dependent on parliamentary timetables but to be ready for the earliest possible date that these changes may occur, 4 March 2024, we recommend taking action where necessary during February 2024.
In particular, there will be new rules for registered offices
All companies will be required to have an “appropriate 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 address can be recorded by an acknowledgement of delivery.
A PO Box will no longer be considered an appropriate address.
If you are currently using a PO Box as your registered office you should change it during February to be ready for 4 March 2024.
A company that does not have an appropriate registered office address is committing an offence and could be struck off the register. Where Companies House identifies an inappropriate address it will change it to a default address held at Companies House after which the company must provide an appropriate address with evidence of a link to that address within 28 days. If evidence is not provided Companies House will start the process to strike the company off the register.
Consider:
• will a document delivered to your current registered office address come to the attention of a person acting on behalf of the company?
• whether an acknowledgement of delivery can be given at your current registered office address?
If you need to change your registered office address this can be done online using your company’s authentication code.
A registered email address must be provided to Companies House
All companies must provide a registered email address to Companies House. This email address will not be published on the public register.
Existing companies will need to provide a registered email address when they file their next confirmation statement with a statement date from 5 March 2024. The Companies House online service will prompt a user to supply a registered email address when the next eligible confirmation statement is filed.
New companies will need to provide a registered email address on incorporation.
Companies have a duty to maintain an appropriate registered email address and any company that fails to do so will be committing an offence.
In providing a registered email address consider:
• who within the company will check the registered email address and what will happen in the absence of that person?
• will the information sent to the registered email address come to the attention of the right person?
A statement of lawful purpose must be provided
On incorporation of a company, the subscribers will need to confirm that the company is being formed for a lawful purpose.
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. The Companies House online service will prompt a user to provide a statement when the next eligible confirmation statement is filed.
Companies House will not accept a company’s documents if this statement has not been confirmed.
If you would like to discuss this with us please get in touch with your usual contact at Fladgate.
