Changes to UK Company Law: A Comprehensive Guide

This article covers the following-


From 4 March 2024, Companies House will implement the first of several UK company reforms. The Economic Crime and Corporate Transparency Act of 2023 brought with it a number of important measures that will boost GDP growth, fight economic crime and promote transparency.

The reforms are as follows:

1. A suitable address must be used as the legal place of business

UK company law now requires businesses to have a registered office at a suitable address, which can be delivered by hand or mail. PO Boxes will no longer be accepted as a registered office address, but third-party addresses can still be recognized. Companies House will modify a company’s registered office address to a default address if it uses an unsuitable address. , and businesses have 28 days to provide a suitable address and confidential documentation.

2. Requirement to provide a working email address

Companies House will need to receive a working registered email address from businesses. The email addresses will only be used for correspondence with Companies House; no public disclosure of this information will occur.

The email address is considered appropriate if someone working on the firm’s behalf is likely to read communications from Companies House during regular business operations.

While new firms will need to provide a registered email address during the incorporation process, existing businesses will be expected to provide this information on their next confirmation statement.

3. New statement of legal purposes

The new statute mandates companies to confirm their future legal actions, requiring founding members to attest on the registration form and existing companies to verify their intentions in their annual confirmation statements.

4. Compilation of financial statements exclusively by software

To improve and streamline the annual account filing procedure, Companies House will gradually switch to software-only accounts filing. There will be a progressive removal of the following account filing options:

  • Web-based filing
  • Find and Update Company Intelligence Service
  • Joint filing service with HMRC (Company Accounts and Tax Online)
  • Documentation

The over 65% of UK firms who already use software filing to file their annual accounts will not be impacted by this move.
Companies House will provide more details as soon as a timeline for the gradual transition to software-only filing has been determined. Businesses are not yet required to take any action. However, you can use the proper accounts-filing software if you would like to make the change immediately.

5. Options for filing small companies have changed

In addition, the government will make it easier for small businesses and micro entities to file their accounts under the new act by: making it clearer for them to do so; requiring them to submit their annual accounts to Companies House along with a directors’ report and a profit and loss statement; requiring micro entities to submit a profit and loss report along with their annual accounts; eliminating the option to create abridged accounts; and requiring the delivery of documents in bulk when numerous documents are filed, like when accounts are filed.

These steps will improve transparency by making more significant financial data, such turnover and profit or loss, available to the public register.

6. Exemption from audit

Parent corporations, subsidiaries, inactive companies, small and micro-entities are among the few categories of businesses that are exempt from audits.

Due to modifications to UK company legislation, the directors of any such company seeking an exemption from audit will need to submit an additional statement on the balance sheet.

The declaration must certify to the company’s eligibility and specify the exemption (small business, inactive, etc.) that is being claimed.
This adjustment will be implemented at some point during the next two to three years. It’s not yet clear when it will happen.

7. Upgrading the authorization for identity checking

In order to prevent fraudulent appointments, identity verification will soon be necessary for everyone registering, managing, owning, or controlling a company or incorporated partnership in the UK.

Individuals will have the ability to verify their identity immediately through Companies House. Clients may also choose to use an Authorised Corporate Service Provider (such as a company formation agency, accountant, or lawyer) for indirect verification.

For appointments that are already in place, there will be a transition period. During that time, individuals can verify their identity and make sure they have enough time to comply.

In order to apply for incorporation, new directors must first verify their identities with Companies House. It is expected that PSCs will provide confirmation soon following incorporation.

8. Personal data is hidden in the corporate house

UK company law modifications aim to prevent misuse of publicly accessible personal data on the Companies House registry. Users can request Companies House to expunge residential addresses, date of birth, business occupation, and signatures from previously made public register entries, without needing proof of support.

9. Restrictions on Company Directors

Currently, businesses that are registered in the UK may appoint corporations, provided that they have at least one additional natural person director. However, things are going to alter.

The use of corporate directors will be restricted further, with companies only being able to nominate UK corporate entities with “legal personality” as corporate directors.

A corporate director entity is limited to the appointment of natural persons as directors. Additionally, they will be subject to the new identity verification process prior to the corporate director’s appointment.

10. Revised Charges for Companies

The ECCTA may increase business registration fees, potentially requiring increased filing costs for annual accounts and confirmation statements, and a late filing penalty. Businesses must be informed and prepared accordingly.

11. Changes in limited partnerships

Changes in UK company law will require limited partnerships (LPs) to file information through authorised agents and to submit more information to Companies House.

  • Limited partnerships must provide each partner’s name, birthday, and usual dwelling address in accordance with these new laws.
  • Confirm the identities of the general partners.
  • Provide the UK registered office’s address.
  • Provide a Standard Industrial Classification (SIC) designation that is appropriate for their business.
  • Submit an annual confirmation statement to Companies House.

The new rules apply to limited partnerships, both new and old. Existing limited partnerships will have six months from the date of the new law’s enactment to conform to the updated requirements. Any LP that does not comply will have its registration revoked by Companies House at the end of the interim term.

Result of changes

Companies House will focus on preventing financial crime and preventing register abuse, promoting economic growth, and simplifying business in the UK. The statute will enhance data quality and reliability, allowing consumers to report misuse of personal information. Measures include identification verification for key figures, filing on behalf of firms, and new company directors. The new system will improve financial data accuracy, facilitate better business decisions, and enhance data security.

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Get in touch with Conroy Baker Ltd

With the help of our professional guidance, get your company ready for upcoming UK Company Law changes.

Whether you want help starting a business in the UK as a foreign national or to stay compliant in the ever-changing regulatory landscape, we can help.

You can contact us on +44 203 773 2948 or [email protected] to book a consultation.