The Economic Crime and Corporate Transparency Act 2023: First Changes to be Introduced on 4 March 2024

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Orrick, Herrington & Sutcliffe LLP

Companies House plans to introduce the first changes being made by the Economic Crime and Corporate Transparency Act 2023 on 4 March 2024.

What’s Being Introduced

  1. New rules for registered office addresses
  2. New requirement for a registered email address
  3. New statement of lawful purpose on incorporations and confirmation statements
  4. Greater powers for the Registrar of Companies.

New Rules for Registered Office Addresses

The registered office address recorded at Companies House must be “appropriate.” That means documents sent to the registered office address:

  • Should come to a person acting on behalf of the company.
  • Can be recorded by an acknowledgement of delivery.

PO Box addresses will no longer be accepted as registered office addresses. So any existing company relying on a PO Box should update Companies House before 4 March 2024.

Companies House have made it clear they will act against companies that do not have an appropriate registered office address. The new regulations permit Companies House to change an inappropriate address to a default address. Where a company then fails to notify a new and appropriate registered office address within 28 days, Companies House may start strike off proceedings.

New Requirement for a Registered Email Address

All companies will be required to provide a registered email address. Companies House will use this email address to communicate with the recipient about their company.

Any company incorporated from 4 March 2024 will need to provide a registered email address upon incorporation.

Existing companies will need to provide a registered email address when they file their next confirmation statement. This will apply for confirmation statements with a statement date from 5 March 2024 and thereafter.

The registered email address will not be available to the public.

Companies will have a duty to maintain an appropriate registered email address, in the same way as they do for a registered office address. Any company that does not will be committing an offence.

New Statement of Lawful Purpose

The subscribers of any company incorporated from 4 March 2024 will be required to confirm that they are forming the company for a lawful purpose.

Existing companies must confirm on their annual confirmation statement that the intended future activities of the company will be lawful. This will apply to all confirmation statements with a statement date from 5 March 2024 and thereafter.

Greater Powers for the Registrar of Companies

Companies House will have greater powers to challenge information that appears to be incorrect or inconsistent in their records.  In some cases, they will be able to remove information they have reason to believe is inaccurate, incomplete, false or fraudulent.

Where a company name may give a false or misleading impression to the public there will be stronger checks. We suspect this will apply to the names of both new and existing companies.

Companies House will have the ability to annotate the register when information appears confusing or misleading. That will let users know about potential issues with the information.

As these powers are used and enforced, we will be able to see where Companies House focuses its attention, how they use data matching to identify potential errors and how they communicate possible discrepancies with companies.

They will be sharing data with other government departments and law enforcement agencies.

We will issue further updates as the implementation details are finalised.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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