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Understanding the Impact: What are the Recent Changes to UK Company Law?

First time in years we can see so many changes happening to company's law to be introduced by Companies House to improve transparency over UK companies.

First set of changes will be introduced on 4 March 2024 and these 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’re 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

Registered office address

From 4 March 2024, the company’s registered office address has to be ‘appropriate address’, which means that any documents sent to the address should be come to the attention of a person acting on behalf of the company.

A third-party agent’s address is still allowed to be used, while PO Boxes will no longer be allowed and any company using them has to change it by the deadline. Any companies with inappropriate registered office address could be struck off the register.

Registered email address

From 4 March 2024, there will be also a new requirement for all companies to give a registered email address to Companies House. This email address will not be published on the public register.

Any new companies will need to give a registered email address when they incorporate, while existing companies will need to supply a registered email address when they file their next confirmation statement with a statement date from 5 March 2024.

The email address will be used by Companies House to communicate with you about your company, so it is important to use the email address that you have access to.

Statement of lawful purpose

When you incorporate a company from 4 March 2024, the subscribers (shareholders) will need to confirm they’re forming the company for a lawful purpose.

You’ll also need to confirm 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. There may be action taken against your company if Companies House will receive any information that confirms you’re not operating lawfully.

If these statements have not been confirmed, Companies House will not accept any documents relating to your company.

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. The new online services will be prompting you to do this when you file your next eligible confirmation statement.

Identity verification

Anyone setting up, running, owning or controlling a company in the UK will need to verify their identity to prove they are who they claim to be.

For the new companies, all directors and people with significant control will need to complete identity verification.

For existing companies, all directors and people with significant control will have a transition period to verify their identity.

Changes to annual accounts

Companies House is moving towards filing accounts by software only to help to create a single, cost-effective, sustainable and traceable way to file. This will be implemented gradually over the next 2 to 3 years.

Changes to small company filing options

Small and micro-entity companies will need to file their profit and loss accounts, the details still are not published yet. Small companies that do not qualify as micro entities will also need to file a directors’ report.

Companies House will also be removing the option to file ‘abridged’ accounts.

Audit exemption

Certain companies qualify for audit exemption, including small companies and micro-entities, dormant companies, parent companies, and subsidiaries.

As a result of the changes to UK company law, the directors of any such company claiming exemption from audit will need to include an additional statement on the balance sheet.

The statement must identify which exemption they are claiming (e.g. small company; dormant) and confirm that the company qualifies for it.

Changes to Companies House fees

Companies House is also changing their fees from 1 May 2024, including:

  • Incorporation fee £50

  • Confirmation statement £34

  • Change of company's name £20

  • Registration of charge £15

  • Voluntary strike off £33

Full list of new fees can be found by following this link

Please feel free to contact us if you have any questions.

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