ECCTA: UK Registrar of Companies gets new powers and corporate changes

Why should I read this?

If you manage a company, are interested in the accuracy and transparency of information held by our registries or have ever had false information added to or removed from those registers, understanding these changes will be important to you.

The changes (brought into force on 4 March 2024) include:

• give the registrar more powers to check and remove incorrect and inconsistent information;
• greater scrutiny of company names that might give a false or misleading impression to the public;
• require companies and LLPs to have “appropriate registered offices and email addresses – meaning a place where “mail” will come to the attention of a person acting for the company – no more PO boxes; and
• additional “lawful purpose” statements by corporates on incorporation and at confirmation statement time.

Also worthy of note is the increase in higher filing fees – from 1 May 2024 to fund the additional work of the Registry. Check out the changes, with same day online services seeing the greatest increase.

For lenders and companies affected by a recent (February 2024) issue with rogue filings of Forms MR04 by a person unknown to the company and lender, the changes to the Registrar’s role have been well timed. On 5 March 2024 the Registrar rectified the register to remove the Forms MR04, without the need for any affected parties to seek a court order.

Actions for company secretaries and managers to take

• Make sure you have an appropriate registered office and email address
• Use up to date forms and check the most up to date guidance
• Check your registers doesn’t hold conflicting or out of date information – future filings could be challenged if the starting point is not accurate
• Companies that have corporate directors should also be aware that the government now appears to be progressing implementation of the prohibition on corporate directors. Such companies may, therefore, need to review their board composition before this comes into effect. We cover this in a separate briefing.

What else do I need to know about ECCTA?

These new rules are part of an ongoing series of changes being introduced to tackle economic crime and improve transparency; part of an agenda to make corporates more attractive to do business with and to track and punish rogue operators. These include the introduction of a “Failure to prevent fraud” offence and the (already in force) provisions attributing senior manager liability to corporates and partnerships.

More changes will be introduced over the coming months and years.

Further reading on ECCTA

• The UK Government introduces the Economic Crime and Corporate Transparency Bill – September 2022
• Putting a stop to fraud – UK failure to prevent fraud offence set to become law – October 2023
• On top of finance – The corporate offence of failure to prevent fraud vs the corporate criminal offences under the Criminal Finances Act 2017
• Companies House - new fees effective 1 May 2024