New law: Major Companies House reforms on the way

The far-reaching changes aim to stop UK companies being used to aid money laundering, corruption fraud, identity theft and the like, and look to turn Companies House from a ‘passive recipient of information’ to a ‘much more active gatekeeper’. They include:

• a new obligation to verify the identities of new and existing directors, and a similar ID verification regime for new and existing ‘persons with significant control’;
• a new obligation for ‘authorised corporate service providers’ – such as professional advisers, and agents forming and administering companies for clients - to be registered with Companies House before they can file information there;
• restricting the use of corporate directors, including a ban on foreign corporate directors;
• new restrictions on who can be an individual director;
• more detailed shareholder information to be filed;
• abolition of rules allowing small companies and micro-entities to file abridged and filleted accounts - so people searching at Companies House will see the same accounts as members;
• power for Companies House to require information to be filed digitally, including accounts;
• a new ‘statement of eligibility’ to be given by directors of dormant companies before they can file dormant company accounts;
• power to restrict a company from shortening its accounting reference period;
• a power for Companies House to cross-check information filed with it against that held by other public and private bodies, and reject it or remove it from the public record unless supporting evidence is provided;
• power to reject or remove information that appears suspicious, fraudulent or might ‘impact upon the integrity of the register’;
• new restrictions on ‘company addresses’;
• abolition of the need to keep most statutory registers, such as the register of directors;
• a new requirement to provide a company email address to Companies House (which will not be visible on the public register);
• new restrictions on the characters that can be used in company names, and new powers to reject names that ‘facilitate’ dishonesty or deception;
• extension of Companies House powers to ‘suppress’ personal details filed;
• a new power to impose automatic civil penalties for failure to comply with a wide range of Companies Act obligations.

• There are similar changes for Limited Liability Partnerships.

  No introduction date has been announced for any of the changes, but the new law is currently working its way through Parliament.

  Operative date

  • To be announced

  Recommendation

  • Officers of, and advisers to, limited companies and LLPs should check out the proposed new law and start planning how they will deal with the changes when they are introduced.