Staying Ahead:
Essential Insights into Recent UK Company Law Changes 2024

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UK Company Law Changes

In this article we have covered these important points:

Don’t have time to read? You can listen to recent UK company law changes!

What was the need for changes

Beginning on March 4, 2024, Companies House will implement the first of several reforms to UK company law. The Economic Crime and Corporate Transparency Act 2023 has brought about a number of significant measures that will enhance GDP growth, combat economic crime, and promote transparency.

What are the changes-

1. ‘Appropriate address’ must be used as the registered office.

Every business will be required to make sure that its registered office is always situated at a “suitable address.” An suitable address is defined as one in which:

  • A person operating on behalf of the company would be expected to receive a document addressed to it that is delivered there, whether by hand or by mail.
  • The delivery of papers can be documented by receiving a delivery acknowledgement.

A PO Box will no longer be acceptable as a registered office address as a result of this amendment. Other third-party addresses, however, will still be recognised as long as they meet the aforementioned requirements. This covers the services that accountants, solicitors and company formation agencies offer for registered offices.

Companies House will modify a company’s registered office address to a default address if it uses an unsuitable address. The business then has 28 days to give a suitable address along with confidential documentation. If not, Companies House could initiate the procedure to dissolve the business.

All limited corporations, limited liability partnerships (LLPs), limited partnerships (LPs), and Scottish limited partnerships (SLPs) that are registered in the UK would be affected by this change to UK company law.

2. The requirement to supply a working email address

Businesses will be required to give Companies House a valid registered email address. Companies House will only use the email addresses for correspondence; these details will not be disclosed to the general public.

If someone acting on behalf of the firm is likely to see emails received from Companies House in the normal course of business, then the email address is deemed appropriate.

While current businesses will be expected to give this information on their next confirmation statement, new companies will be required to furnish a registered email address during the incorporation process.

3. New statement of lawful purposes

Companies will be required by the new statute to verify that the planned actions they have in the future will be legal. Both new and current businesses must abide by this new regulation.

The subscribers, or founding members, must attest on the company registration form that they are forming the business for legal purposes.

Companies who are already in operation will need to verify their legal intentions when submitting their annual confirmation statement.

4. Introduction of filing annual accounts solely through software

Companies House will progressively transition to software-only accounts filing in order to enhance and expedite the annual account filing process. The following account filing options will gradually be eliminated:

  • WebFiling
  • Find and Update Company Information service
  • Joint filing service with HMRC (Company Accounts and Tax Online)
  • Paper filing

This change won’t affect the more than 65% of UK businesses who already file their annual accounts via software filing.
More information will be released by Companies House as soon as a schedule for the gradual implementation of the switch to software-only filing has been decided. At this point, businesses don’t need to take any action. However, if you would like to make the change right away, you can use appropriate accounts-filing software.

5. Options for filing small companies have changed

Additionally, the government will streamline small businesses’ and micro entities’ options for filing their accounts under the new act by:

  • Clarifying the filing requirements for small and micro entity businesses and mandating that they submit their annual accounts to Companies House with a profit and loss statement and a directors’ report
  • Mandating the submission of a profit and loss report by micro entities along with their annual accounts
  • Taking away the ability to create abridged accounts
  • Demanding the delivery of documents in volume when many documents are filed, such as when accounts are filed
  • By making more important financial data, such turnover and profit or loss, viewable on the public register, these actions will increase transparency

6. Exemption from auditing

A few types of companies are immune from audits: parent companies, subsidiaries, dormant companies, small and micro-entities.

The directors of any such company requesting exemption from audit will have to provide an extra statement on the balance sheet as a result of changes to UK company law.

The declaration needs to specify the exemption (small business, inactive, etc.) that is being claimed and attest to the company’s eligibility.
In the following two to three years will see the introduction of this change at some point. The precise time has not yet been determined.

7. A new mandate for identity verification

Identity verification will soon be required for anyone registering, managing, owning, or controlling a company or incorporated partnership in the UK in order to avoid fraudulent appointments.

People will be able to utilise Companies House to directly confirm their identification. Alternatively, clients can opt for indirect verification by means of an Authorised Corporate Service Provider (such as an accountant, lawyer, or company formation agency).

There will be a transition period for appointments that already exist, so people can confirm their identity during that time and make sure they have enough time to comply.
Before submitting an incorporation application to Companies House, new directors will need to authenticate their identities. It is anticipated that PSCs will confirm shortly after being incorporated.

Directors must finish their identification verification as soon as possible—and before—in order to be appointed after incorporation.

8. Personal information is suppressed at Companies House

Measures to help prevent misuse of personally identifiable information that is publicly accessible on the Companies House registry are part of the modifications made to UK company law.
Soon, people will be able to request that Companies House expunge the following personal data from previously made public register entries:

  • Residential addresses (for the most part) when these facts are displayed elsewhere on the register (for instance, in cases where the address has served as a registered office in the past)
  • Date of birth on all records filed prior to October 10, 2015
  • Business occupation
  • Signatures

It won’t be necessary to offer any proof of support. Upon application, the suppression of personal data will happen automatically.

9. Corporate directors’ limitations

At the moment, corporations may be appointed by UK-registered companies as long as they also have at least one additional natural person director. But things are about to change.

Companies will only be permitted to designate UK corporate entities having “legal personality” as corporate directors due to new limitations on the usage of corporate directors.

A corporate director entity may only have natural individuals as directors. Furthermore, prior to the appointment of the corporate director, they will also be subject to the new identification verification process.

10. Revised Charges for Companies

The fees for businesses to register their houses will also vary as a result of the ECCTA. Although these modifications have not yet been made public, it is anticipated that some of the fees will go up. This can entail paying more to file yearly accounts and confirmation statements, in addition to paying a late filing penalty. In order to prevent financial hardship, it is crucial for businesses to be informed about these changes and make plans appropriately.

11. Amendments to limited partnerships

Limited partnerships (LPs) will need to submit more information to Companies House and file information through authorised agents due to changes in UK company legislation.

These new regulations require limited partnerships to submit each partner’s name, birthdate, and typical living address.

  • Verify the general partners’ identities
  • Give the address of the UK registered office.
  • Give a standard industrial classification (SIC) code that corresponds to their company operations.
  • Provide a confirmation statement to Companies House every year.

Both new and current limited partnerships must abide by the new regulations. After the new law takes effect, existing limited partnerships will have six months to comply with the new standards. At the conclusion of the transitory period, Companies House will deregister any LP that does not comply.

Outcome due to changes

Now, Companies House will be considerably more involved in thwarting financial crime and stopping register abuse, all the while promoting economic expansion and making conducting business in the UK easier.

They will have more and better authority to raise the calibre and dependability of its data thanks to the actions outlined in the statute.
If consumers notify Companies House that their personal information has been used on the register without their consent, they will also be able to take action faster. People will truly feel a difference from this.

Among the measures are the introduction of identification verification for individuals with considerable control, those who file on behalf of firms, and all newly and currently registered company directors. extending its reach to function as a more proactive gatekeeper over.

It will enhance the register’s financial data to make it more accurate and dependable, to reflect the most recent developments in digital technology, and to facilitate wiser business decisions.

Companies House will be able to communicate pertinent information with partners more easily and will have more effective enforcement and investigative capabilities.

It will improve the security of personal data to shield people from fraud and other threats.

How The SmartMove2UK can help?

Prepare your business for upcoming UK Company Law changes with our expert guide.

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