UK and International Tax news

Companies House Announces Changes To Company Law

Monday 29th January 2024

Following the introduction of The Economic Crime and Corporate Transparency Act last October, Companies House has announced plans to introduce the first set of changes on 4 March 2024.

These changes 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 are 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

New Rules For Registered Office Addresses

From 4 March 2024, 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.

It will no longer be possible to use a PO Box as the registered office address from 4 March 2024. However, a third-party agent’s address may still be used if it meets the conditions for an appropriate address.

Companies that do not have an appropriate registered office address could be struck off the register. When an inappropriate registered office address is identified, it will be changed 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 the evidence is not received, the company may be struck off the register.

Registered Email Address

From 4 March 2024, all companies must provide a registered email address to Companies House. This email address will not be published on the public register. 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 provide a prompt to supply a registered email address when filing the next eligible confirmation statement.

Registered email addresses may be updated through a new ‘update a registered email address’ service.

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

From 4 March 2024, subscribers (shareholders) of a new company will need to confirm that the company is being formed for a lawful purpose and that 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 any company where information is received that confirms it is not operating lawfully.

Incorporation documents will not be accepted 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 provide a prompt when the next eligible confirmation statement is filed.

For further information on the above changes, please contact Keith Rushen on 0207 486 2378.

 

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