Companies House changes 2024

Following the Economic Crime and Corporate Transparency Act 2023 (“ECCT”) which received Royal Assent on 26 October 2023, the role of Companies House is changing and with that comes a number of practical implications for companies, as follows:

1) Identity verification

New identification verification procedures are being put in place so anyone setting up, running, owning or controlling a company in the UK will soon need to provide their ID. This will include all directors and persons with significant control (PSCs). 

Those filing at Companies House on behalf of a company will also need to go through identity verification unless you are an employee or an officer of an authorised corporate service provide (ACSP) or exempt.

Generally providing ID will be a one-off requirement but there may be some occasions where re-verification will be required, for example if the Registrar doubts the validity of the identity. 

For all new companies, directors must provide identity verification prior to incorporation at Companies House, whilst individual PSCs will have a 14-day period after the company’s registration in which to verify their identity and for a relevant legal entity the period is 28 days. 

The implementation date for the new ID measures is to be confirmed pending secondary legislation and guidance. 

2) Improving quality of data on Companies House registers

From 4 March 2024, there will be new requirements for companies in order to improve the quality of data on the Companies House register. The new requirements are as follows:

a) Registered office addresses

All companies must, at all times, have an “appropriate address” which is an address where:

• a document received on behalf of the company, would be expected to come to the attention of a person acting on behalf of the company; and

• the document delivery can be recorded.

Please note that from 4 March 2024, companies will no longer be able to use a PO box as their registered office address.

If Companies House believes that an address is not appropriate, they will change it to a default address. The company will then have 28 days in which to change the address to an appropriate address and provide evidence of proprietorial ownership. If not, Companies House may take action to start the process of striking the company from the register.

b) Statement of lawful purpose

For any company incorporations after the 4 March 2024, the members of the company will be required to confirm that the company is being incorporated for a lawful purpose. The company will then need to confirm each year on its Confirmation Statement that the company’s activities (and future activities) are lawful. 

c) Registrar’s powers

Going forward, the registrar will have the power to query and, if necessary, remove information that appears to be inaccurate, incomplete, false or fraudulent more quickly, rather than needing to obtain a court order as currently. 

There will also be additional checks to ensure that company names are not giving a false or misleading impression. 

You can also expect to see annotations on the register from Companies House that note any issues with information that has been provided. 

d) Enforcement and sanctions

Companies House will be using sanctions if a company does not respond to a formal request from Companies House for further information within 14 days, which could include:

• financial penalties; 

• annotations on the company’s records; and

• prosecution.

3) Confirmation statements

From 4 March 2024 onwards, all companies will need to provide the following information with their Confirmation Statement: 

• a registered email address for communications with Companies House (all companies incorporating after March 2024 will also need to provide the email on incorporation); and

• confirmation that the future activities of the company will be lawful.

4) Accounts

Over the next few years these will be a phased transition to filing company accounts online only. When this transition will happen will depend on what type of accounts your company files. 

Additionally, there will be some changes to the accounts for small and micro-entity companies. Following the changes small and micro entity companies will be required to file profit and loss accounts and small companies that are not classified as micro entities will need to file a directors’ report. There will also no longer be the option to file “abridged” accounts.

Any company claiming an exemption from audit will need to provide an additional directors’ statement on the company’s balance sheet to specify which exemption applies and confirm that the company qualifies for this exemption.

5) Companies House fees

From 1 May 2024 there will be an increase to Companies House filing fees. Full details of the new fee structure can be found on the Companies House website here.

6) Transparency of company ownership

Companies will be required to:

• record the full names of individual shareholders and corporate members in the Companies House register; and 

• provide a one-off full shareholder list.

There will also be additional information collected on PSCs and any company claiming an exemption from providing PSC details will be required to provide a reason for the exemption. 

Companies House will also be putting into place restrictions on corporate directors which will mean that only UK corporate entities with a “legal personality” will be able to be appointed as a corporate director. Additionally, any directors of the corporate director must be natural persons and will be required to verify their identity, in line with the new requirements. 

The date on which these measures come into effect is yet to be confirmed. 

7) Protecting information

Over the next two years, measures will be phased in to protect individuals’ information on the register. This will mean that once the measures have come into place, individuals will be able to apply to suppress the following information from historical documents: 

• residential addresses shown on the register

• day of birth on any documents registered before 10 October 2015

• signatures

• business occupation

Those at risk of physical harm or violence as a consequence of their information being public on Companies House will be able to apply to have the following information protected:

• name (or previous names)

• any address where public disclosure puts the residents at risk

• in the most serious cases, all other details including address for service and partial date of birth. 

8) Limited Partnerships

There are also going to be changes to Limited Partnerships following the implementation of secondary legislation. The date of these changes is still to be announced. However, once the measures do come into effect, limited partnerships will be required to file the following information at Companies House:

• partners’ names, dates of birth and usual residential address, and verify the identity of the partners

• a registered office address within the UK

• a standard industrial classification code

• an annual confirmation statement

Information for limited partnerships will need to be provided through an authorised agent registered with Companies House.