WHAT COMPANY LAW CHANGES ARE COMING IN 2024?

11 Mar WHAT COMPANY LAW CHANGES ARE COMING IN 2024?

On 4 March 2024, the Economic Crime and Corporate Transparency Act 2023 brought into effect a number of changes to company law that all company directors should be aware of. Team Chester advocate Ryan Marr from Jolliffes Solicitors would like to share a few key company law changes which have recently, or are due to, come into effect in 2024:

The Economic Crime and Corporate Transparency Act 2023 introduces new responsibilities for company directors, people with significant control of a company and anyone who files on behalf of a company.

Company’s registered office

As of 4 March 2024, companies now need to provide Companies House with an “appropriate address” as their registered office.

An appropriate address may be where any documents sent will come to the attention of a person acting on behalf of the company and recorded by an acknowledgement of delivery.

A third-party agent’s address will remain “appropriate” if it otherwise meets the criteria; however, a PO Box is no longer permissible.

A breach of this may result in a company’s registered office being changed to a default address held at Companies House until an appropriate address is provided. A company is exposed to being removed from the Register of Companies at Companies House if they fail to provide an appropriate registered address, or cannot prove ownership of a registered address, highlighting that a PO Box can no longer be used as a company’s registered address.

Company’s registered email address

As of 4 March 2024, companies now also need to provide Companies House with a registered email address, which will be used to communicate with the company.

A company’s registered email address will not be published and made public at Companies House, but companies will have a duty to maintain an appropriate registered email address in the same way as their registered office address. Failure to do so will be a criminal offence.

It is worth noting that companies may use the same email address for different companies and an agent’s email address (such as that of a solicitor or accountant) is permissible provided that emails sent to the agent’s email address will be brought to the attention of a person acting on behalf of the company (e.g. a director).

Statement of lawful purpose

As of 4 March 2024, companies now need to provide a statement of lawful purpose on incorporation to confirm that the company has been formed for a lawful purpose.

Existing companies will also need to provide this when filing future confirmation statements and will need to confirm the company’s intended future activities are lawful.

Director and shareholder identity verification

A new identity verification process is anticipated to be introduced later in 2024, with the aim of deterring illegality through the use of companies.

All directors and persons with significant control (PSC) of a company will need to verify their identity with Companies House.

For existing companies, there will be a transition period to complete the identification verification process.

This will also apply to Limited Liability Partnerships (LLPs).

Limited liability partnerships

Limited liability partnerships will now also be required to provide the following information to Companies House:

• partners’ names, dates of birth, and residential address;
• identity verification for general partners;
• a registered office address in the UK;
• compliance with a standard industrial classification code; and
• an annual confirmation statement.

It is important to note that the Registrar of Companies will now have greater powers to query and challenge information appearing incorrect or inconsistent with the information held at Companies House in an effort to combat crime through companies.

Companies House will also have greater investigation and enforcement powers, such as increased powers to share data with law enforcement agencies and government departments.