Since October 2023, several changes to UK Company Law have been introduced by the Economic Crime and Corporate Transparency Act. The first set of modifications has been implemented since 4 March 2024, highlighting the necessity for businesses, intermediaries, and stakeholders to understand and prepare for these new requirements.

New Uk Company Law obligations apply to:

• All current and prospective company directors;
• Individuals with substantial control over a company (PSCs);
• Anyone acting on behalf of a company in submissions.

The Registrar of Companies of Uk Company Law now has enhanced powers, indicating that companies should anticipate a stricter approach to filed information, empowering Companies House to enhance the precision and quality of data submitted on the public register, including:

• More precise checks will be implemented on company names that are at risk of giving a false or misleading impression to the public;
• Removing inaccurate or incomplete information from the public register with greater efficiency;
• Quickly notifying users about potential issues with the information provided for Companies House;
• Using data matching techniques to identify and eliminate inaccurate information from the register;
• Introducing a new identity verification procedure for specific individuals linked to companies;
• Exchanging information with other government departments and law enforcement agencies.

It should be noted that if companies fail to respond to a formal request from Companies House to provide more information within 14 days, it is considered a criminal offence and they will face serious consequences.

According to the key company law changes under the Act, the companies are required as follows:

1. The registered office address must be “appropriate”

Companies are required to have an “appropriate address” for their registered office, meaning that correspondence sent to the registered office address should be received by someone authorized to act on behalf of the company and the receipt can be confirmed. Due to the new changes, companies are no longer be permitted to use a PO Box as their registered office address.

2. Registered email address

Starting from 4 March 2024, new companies are required to provide a registered email address during their incorporation process. Existing companies, on the other hand, are required to provide a registered email address when they submit their subsequent confirmation statement to Companies House.

3. Statement of lawful purpose

A new requirement for company incorporation requires subscribers to confirm that they are establishing their company for lawful purposes. This is the responsibility of all companies, whether new or existing to make it clear that they are operating lawfully.

4. Changes to the limited partnership

Due to amendments, limited partnerships (LPs) are required to submit their information through authorized agents and provide additional details to Companies House, including: (i) verifying the ID of general partners; (ii) providing a Standard Industrial Classification Code (SIC code) to describe their business activities; (iii) filing an annual confirmation statement.

5. New financial penalty regime

Currently, Companies House only administers the late filing penalty regime based on its civil penalty system. However, since May 2024, the Registrar will have the authority to directly impose financial penalties. The maximum penalty under this new regime will be GBP 10.000.

It is worth mentioning that the above changes are merely part of the measures introduced by the Economic Crime and Corporate Transparency Act. Additional measures, such as the proposed new identity verification process for directors, individuals with significant control, and others, will be introduced and executed later.

Niloofar Foroozanfar