In November we reported on the Economic Crime and Corporate Transparency Act 2023 (the "Act") receiving Royal Assent (see here). The Act and supporting statutory instruments will introduce an array of important changes to the law affecting companies, limited liability partnerships and limited partnerships.
On 22 January 2024 Companies House announced that they are aiming to introduce a number of these changes with effect from 4 March 2024. However, they do note that secondary legislation will be required and so this date is dependent on parliamentary timetables.
The full list of changes Companies House hope to implement is contained in the announcement (see here and here). While many of these give new powers to Companies House and will not directly require companies to do anything, there are three that may need to be actioned.
Greater powers to query information and request supporting evidence
Companies House will have the power to require a person to provide information to enable Companies House to, among other things, determine whether a person has complied with their filing obligations.
Companies which receive requests for additional information will commit a criminal offence if, without reasonable excuse, they fail to provide the information within the time specified in the request.
The offence will be committed both by the company itself and every 'officer' (which includes directors, managers and company secretaries) of the company who is in default and is punishable by imprisonment for up to two years and/or a fine.
It is therefore important for companies to respond to any such requests promptly and seek legal advice where necessary.
New rules for registered office addresses
Every company's registered office address will need to be an "appropriate address" i.e. an address where, in the ordinary course of events:
- a document addressed to the company, and delivered there by hand or by post, would be expected to come to the attention of a person acting on behalf of the company, and
- the delivery of documents there is capable of being recorded by obtaining an acknowledgement of delivery.
This rules out, among other things, using PO Box addresses. In their announcement Companies House states that "If you’re currently using a PO Box as your registered office address, you’ll need to change it by 4 March 2024" and so it does not appear that there will be any 'grace period' for existing companies.
Failure, without reasonable excuse, to comply will be a criminal offence punishable by a fine. The offence will be committed both by the company itself and every officer of the company who is in default.
If your registered office address is not an "appropriate address" you should be taking action now to identify a new compliant address which you can use. Our Company Secretarial Services team offer a registered office service and if this of interest please contact Laura Forbes (Laura.Forbes@dwf.law).
Requirement for all companies to supply a registered email address
Every company will need to provide Companies House with an email address which it can use to contact the company.
The email address must be an "appropriate email address" i.e. one at which, in the ordinary course of events, emails sent to it by Companies House would be expected to come to the attention of a person acting on behalf of the company.
Existing companies will need to provide the email address when they file their next confirmation statement with a statement date from 5 March 2024.
Failure, without reasonable excuse, to comply will be a criminal offence punishable by a fine. The offence will be committed both by the company itself and every officer of the company who is in default.
With this in mind, you should start thinking about what email address you will use for this purpose.
We will be producing guidance on other the changes under the Act prior to their implementation.
