Corporate Governance Changes (UK) - March 2024

Following The Economic Crime and Corporate Transparency Act 2023 (“ECCTA”), important changes are expected to take place for all UK companies.   The first measures under ECCTA will be introduced from 4th March 2024. Businesses should expect further guidance to be published over the next months as their new obligations are better defined, and Companies House’s expanded powers clarified.  

Registered Office Address – New Rules  

Companies shall be required to have an “appropriate address” as their registered office address, where any documents sent can be expected to reach the person/s acting for the company, and an acknowledgement of delivery can be recorded. Addresses that do not meet applicable criteria will be automatically changed to a default address at Companies House, who will notify the company that they must provide an appropriate address within 28 days.  Failure to comply will eventually result in the company being struck off the register. 

Registered Email Address

New companies will be asked to provide a registered email address upon incorporation, whilst existing companies will have to do the same when they file their next confirmation statement.  The registered email address shall be used by Companies House to communicate with the company, but it will not be made public.

Statement of Lawful Purpose

First subscribers will confirm they are forming their company for a lawful purpose. Similarly, shareholders of existing companies will be asked to confirm their company’s future intended activities are lawful each time the annual confirmation statement is filed.  Companies are, thus, reminded they have a duty to operate in a lawful

manner and that action shall be taken against those who do not.

Companies House – New Powers and Fees

Companies House will be able to correct, query and remove all information filed on the register taking a more robust approach. They will scrutinize documents before they are accepted and published, and, also, after they have already been accepted; if it appears something is incorrect and/or misleading, appropriate queries shall be raised and clarification, alongside supporting evidence, requested.  Failure to respond will constitute a criminal offence with potential financial penalties and prosecution. This will also apply to information filed and accepted before 4th March 2024.

Finally, Companies House fees shall be increasing starting from May 2024.

Contacts

If you require assistance in relation to the above and/or would like to discuss anything further, please do not hesitate to contact info@act.london or your usual ACT contact.