What are the new requirements?
Information to be provided to Companies House
In addition to the general Companies House reforms, the ECCTA includes provisions concerning specific information to be provided to Companies House. For instance, new requirements for information such as the provision of a registered email address and the inclusion of certain statements to be made upon incorporation of a company and in the confirmation statement (e.g. a statement that the company’s purposes are lawful). There are also clauses which update the existing provisions of the Companies Act and which give the Registrar more control in relation to company names, business names and registered offices.
Companies House has released new and updated forms in relation to some of it new powers, such as a new form RP08 for the removal of information from the register and an updated CS01 form including the statement of lawful purpose.
Changes to company registers
Currently each company is required to maintain:
- a register of directors
- a register of directors’ residential addresses
- a register of secretaries
- a register of persons of significant control
The ECCTA abolishes the requirement for companies to maintain these locally, meaning that the information will be held centrally by Companies House and will be updated by companies notifying the Registrar rather than keeping their own books.
The register of members will still be maintained by companies (in fact, it can no longer be maintained centrally at Companies House) and the ECCTA makes changes to the way in which shareholder details should be recorded. Names must be set out in a standardised format (i.e. name, surname and title where applicable) in order to provide greater transparency as to who the member is. There is a duty on new members to notify such information to the company (and if the information changes), and a power given to companies to require the provision of such information by existing and former members.
When do they take effect?
The Economic Crime and Corporate Transparency Act 2023 (Commencement No.2 and Transitional Provision) Regulations 2024 brought the majority of Part 1 (Companies etc) of the ECCTA into force on 4 March 2024, including the following measures:
- the ability to scrutinise and reject information that seems incorrect or inconsistent with information already on the register and, in some cases, removal of information
- stronger checks on company names
- new rules for registered office addresses which will mean all companies must have an appropriate address at all times (for example, a PO Box will not be sufficient)
- a requirement for all companies to supply a registered email address:
- companies formed after 4 March 2024 will be required to give their registered email address upon incorporation
- existing companies must supply a registered email address along with any confirmation statement filed with a date from 4 March 2024 onwards
- a requirement for subscribers to confirm that they are forming a company for a lawful purpose upon its incorporation and that a statement be included on each subsequent confirmation statement that the intended future purposes of the company remain lawful. Existing companies will need to make this statement in any confirmation statement with a date from 4 March 2024 onwards
- making annotations on the register to let users know about potential issues with the information that has been supplied to Companies House
- 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
However, the provisions relating to abolishing the registers mentioned above are not yet in force and will require further legislation before they are applicable.
What are the consequences of not complying?
The ECCTA amends the Companies Act 2006 to create new offences in relation to provision of information for the register of members. Any person who, without reasonable excuse, fails to notify the company or respond to a request by the company in respect of the information needed to properly record their name in the register of members commits a criminal offence. An offence is also committed by any person who, without reasonable excuse, provides information that is misleading, false or deceptive in a material particular. Both offences are punishable by a fine or two years’ imprisonment (although imprisonment for a false or deceptive statement is limited to circumstances in which the person knows the information is false).
What can I do to prepare?
- Identify which email address is most suitable to be provided as the registered email address for the company, or if it is worth creating a new one (we would particularly recommend this if you usually use your personal email address for company matters). It may be helpful to have the contact be an email address containing a distribution list so that multiple people within your organisation receive the communications from Companies House. Where possible, avoid the address being linked to the name of a particular person as personnel may change.
- Consider your internal company secretarial processes for updating registers – how might they need to change or be updated to reflect (i) the register of directors and PSCs being held centrally, and (ii) the register of members needing to be maintained locally?
- While the offences relating to the register of members are not yet in force, we recommend reviewing the existing register of members to identify any areas where information might be missing or insufficient to comply with the new requirements under the ECCTA. It may be worth obtaining the relevant information from shareholders now where needed.
If you would like to explore the company secretarial support we can offer, please contact Cosec@stevens-bolton.com.
Lucy Barnes