New law: Companies House makes changes from 1 January 2021 as Brexit transition period ends

Before the end of the transition period, the information UK companies had to record in their statutory registers and notify to Companies House if they had a foreign corporate officer was different, depending on whether the foreign corporate director or secretary was from the European Economic Area (the EU member states, plus Iceland, Norway, and Liechtenstein) or from outside the EEA.

Now that the transition period has ended, UK companies must give the same information about all non-UK corporate officers, whichever home country they are from.

This means a company that appoints an EEA-based corporate director needs to record more information than previously about that director in their statutory register of directors and notify it to Companies House.

The following now have to be recorded and notified for such directors:

• Name
• Registered (or principal) office address
• Legal form and its governing law
• Register and registration number (if applicable)

Companies that already have an EEA-based corporate officer have three months from 1 January 2021 to update their registers and provide Companies House with the additional information.

Companies House has changed a number of statutory forms for limited companies to allow for this change, and to take account of other changes. The forms affected are:

• Confirmation statement (CS01)
• Company incorporation (IN01)
• Corporate director appointment (AP02)
• Corporate secretary appointment (AP04)
• Change of corporate director details (CH02)
• Change of corporate secretary details (CH04)

Note that UK companies also face a possible future ban on corporate directors generally, wherever they are from, following a recent government consultation ‘Corporate transparency and register reform: implementing the ban on corporate directors’ (one of three consultations on related themes).

The proposals will allow the government to make exceptions to the ban – for example, for UK corporate directors whose directors are all human beings themselves. When coupled with related proposals requiring all human directors of UK companies to verify their identities to Companies House before they are entered on the public record, this would offer a significant measure of protection against criminal activities.

If the ban does apply, the government proposes to give UK companies which already have a corporate director one year to reorganise their boards to comply.

Operative date

• Now

Recommendation

• Employers can download the consultation, see information about the new company forms and read about the new corporate director rules on the GOV.UK website.