The changes implemented under the Economic Crime and Corporate Transparency Act 2023 are designed to improve levels of corporate transparency and tackle economic crime head-on, having a significant impact on company record keeping requirements.

Company directors should make sure they are aware of what is already in force and that they are prepared for the measures set to be put in place soon. With this in mind, we have put together this guide summarising all of the recent and upcoming company law changes. 

Company law changes in place

A number of measures have already been brought into force to achieve the goal of improved corporate governance, including: 

“Identification Doctrine” changes

Enforcement date – 23rd December 2023

The first of the new company law changes involves the broadening of the identity doctrine. Since 23rd December 2023, the identity doctrine, under which corporate entities can be held criminally liable, has been changed. Now, the identity doctrine includes senior managers acting within the actual or apparent scope of their authority.

Data on registers changes

Enforcement date – 4th March 2024

The Act has also given greater powers to the Registrar of Companies to query, reject or remove filings which appear to be incorrect, fraudulent or inconsistent with what Companies House hold.

Under these company law changes, there is a new criminal offence for submitting materially misleading filings without reasonable excuse, and a separate aggravated offence where the conduct is knowingly deceptive (punishable by up to two years’ imprisonment).  

These changes also apply greater scrutiny to registered office addresses, which now need to be ‘appropriate addresses’. For example, an address where, if a document was delivered by hand or by post, it would be expected to be received by a person acting on behalf of the company, or the delivery of the communication is able to be recorded by an acknowledgement of delivery. Companies House also has the power to administratively change the registered office to a default address in cases of non-compliance.

Confirmation Statement changes

Enforcement date – 4th March 2024

Statement of law purpose is another new requirement when incorporating a company. All subscribers to the new entity must confirm they are forming the company for a lawful purpose. This company law change will now also apply to future intended activities of the company on annual confirmation statements as well.

All companies must now also provide a registered email address for Companies House to use to communicate with the company (this information is not publicly available). New incorporated companies after 4th March will have to provide an address on incorporation, whilst existing companies will provide them on their next filed confirmation statement after 4th March 2024.

Changes to Companies House fees

Enforcement date – 1st May 2024

Recent company law changes also include increases across a range of Companies House fees.

Suppression of personal information

Enforcement date – 27th January 2025

Where a registered office address is the home address of an individual, these can be suppressed from historical documents.

Changes to Register of Overseas Entities

Enforcement date – 28th February 2025

Entities that have their trust information publicly available on the register can now apply to protect their details if they are at risk of harm or intimidation as a result of their information being publicly available.

Identity Verification (IDV) regime

The Economic Crime and Corporate Transparency Act 2023 introduces a robust identity verification (IDV) regime, which is now mandatory for a broad range of individuals interacting with Companies House. The goal is to increase the integrity of the register and to deter the misuse of company structures. This regime will bring company law changes in two ways:

Authorised Corporate Service Providers (ACSP)

Enforcement date – 18th March 2025

ACSPs are individuals or organisations that undertake anti-money laundering supervised activities (for example, solicitors and accountants). From 18 March 2025, third-party providers who carry out ID checks for Companies House are required to register with Companies House as an ACSP. There is a £55 registration fee, and the registration process includes providing the identity of a person within the organisation and information about the business.

Individuals (voluntary verification)

Enforcement date – 8th April 2025

Presently, individuals (whether directors, persons of significant control/PSCs or individuals who file documents at Companies House on behalf of their company) can voluntarily verify their ID.  This can be done through an ACSP or directly using the GOV.UK One Login platform and using the GOV.UK ID Check App, which scans biometric ID such as a passport or driving licence, requires answers to security questions about financial products (e.g. mortgage or bank account), or requires in-person verification at selected Post Office branches. 

Once verified, individuals will receive a verified account with Companies House, which links them to their roles (e.g. director of multiple companies). This is intended to be a one-time process, subject to updates if personal details change.

Company law changes to prepare for

The Economic Crime and Corporate Transparency Act 2023 also intends to bring in the following company law changes, which are yet to be enforced but are due for implementation in the coming months:

Further IDV regime changes

Enforcement date: Autumn 2025 to Autumn 2026

In Autumn 2025, IDV will be mandatory for directors and PSCs of new companies at incorporation. There will also be a 12-month transition period for all existing companies to verify directors and PSCs (aligned with confirmation statement filing dates).

From Spring 2026, IDV will then become mandatory for anyone filing documents at Companies House.

Protecting information

Enforcement date: Estimated Summer 2025

As of Summer 2025, it is also anticipated that further information can be suppressed from historical documents which contain residential addresses elsewhere on the register, the day of birth of individuals on documents before 10 October 2015, signatures and business occupation.

If at risk of harm or violence, people can apply for the suppression of names, previous names, and sensitive addresses where public disclosure puts residents at risk. In the most serious cases, this change to company law will also allow for the application of all other details.

Changes to Company Registers

Enforcement date: Estimated Autumn 2025

There will no longer be a requirement for companies to maintain internal registers for directors, directors’ residential addresses, secretaries and people with significant control. Instead, this information will be held exclusively at Companies House.

However, companies must still maintain their own register of members (shareholders). Private companies will no longer have the option of keeping this register centrally at Companies House (the old “electronic register” option is abolished). Therefore, companies that currently elect to hold all their information at Companies House will have to move this to a register at their registered office address or single alternative inspection location (SAIL).

These company law changes also involve new shareholder disclosure obligations. For the first time, shareholders are placed under a statutory duty to keep the company informed of changes to their details (such as name or service address), and companies are empowered to require such information. A failure by a shareholder to respond within the required timeframe is an offence punishable by a fine or imprisonment.

Failure to Prevent Fraud Offence

Enforcement date: 1st September 2025

The Act introduces a new corporate offence for failing to prevent fraud. 

This offence can only be committed by “large organisations” (i.e. organisations meeting two or more of the following: >250 employees, >£36m turnover, >£18m assets). It will be committed if a person (such as an employee, agent or subsidiary of the company) associated with the large organisation commits a specified fraud offence (detailed in Schedule 13 of ECCTA), intending to benefit the organisation or any person to whom the person provides services on behalf of the organisation. If an organisation is found guilty of the offence, then it can be punished with an unlimited fine.

A defence exists where “reasonable fraud prevention procedures” were in place. The government has issued guidance outlining a six-principle compliance framework to prevent fraud.

Limited Partnerships changes

Enforcement date: Estimated Spring 2026

Upcoming company law changes will implement requirements on Limited Partnerships to provide partners’ names, date of birth, usual residential address, verify the identity of such partners, provide a registered office address in the UK, provide a standard industrial classification code, and file an annual confirmation statement.

All of this information will have to be uploaded to Companies House through an ACSP.

There will also be new powers to close and restore Limited Partnerships, apply sanctions to Limited Partnerships, protect partners’ information and operate a statutory compliance process.

These changes to company law will require secondary legislation before they are brought into force.

Transparency of company ownership

Enforcement date: No estimated time frame

As per the Economic Crime and Corporate Transparency Act 2023, there will eventually be a requirement for companies to record the full name of their shareholders in their register of members. 

Companies House will also have to be notified of the full names of all shareholders, and there will be an obligation on companies to provide a one-off full shareholder list when they file their next confirmation statement once this is in force.

Companies that are exempt from providing people with significant control will need to give more detailed information in relation to their exemption, including but not limited to where their shares are traded and on which regulated market.

There is also to be a restriction on corporate directors. For a corporate director to be permitted, they must be a ‘legal personality’. Therefore, the directors of the corporate director must be natural persons who can have their identity verified.

Changes to accounts

Enforcement date: Estimated 1st April 2027

All accounts filings will have to be filed using commercial software. The original online and paper routes will no longer be available for filings, but will still be available for other statutory filings. Companies are due to be contacted by an estimated time of 1st July 2025 to notify them of these changes, so that this allows them enough time to obtain such software.

In addition, there will be changes to small company filing options. Micro-entities will be required to file a copy of their balance sheet and profit and loss account. Small companies will have to file their balance sheets, directors’ report, auditor’s report (if not exempt) and their profit and loss account.

If a company is exempt from auditing, it will need to give a further statement from its directors on the balance sheet. This will include which exemption is being claimed and confirmation of why the company qualifies for that exemption.

Companies will no longer be able to file ‘abridged’ accounts.

Where companies change their accounting reference period more than once in 5 years, they will also have to provide a business reason for doing so.

Next steps

With a number of company law changes to work through, it is important to take the time to understand where your company stands, if any existing processes need to be changed, or if new measures need to be implemented to ensure you are abiding by the Act.

At Kitson Boyce, our Business Team can help you understand how the changes to company law apply to your business. Our expert corporate and commercial solicitors are based across our offices in Torquay, Plymouth and Exeter, and are experienced in providing trusted legal advice to both new and long-standing businesses. To discuss your circumstances further and how company law changes may apply to them, simply get in touch via the form below or by emailing [email protected].