Objective 1
To ensure any person required to deliver a document to the registrar does so.
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By Gena Ritchie, Hannah McIntosh, Tom Bradley
20 Mar 2025 | 6 minute readThe Economic Crime and Corporate Transparency Act 2023 ("ECCTA"), which received Royal Assent on 26 October 2023, introduced a series of measures with the aim of tackling economic crime and improving corporate transparency in the UK.
In addition to (a) the Failure to Prevent Fraud offence (s199 ECCTA) (the "FTP Offence") and (b) the attribution of criminal liability to organisations for the acts of their "Senior Managers" (s196 ECCTA) (see our previous articles here and here), ECCTA will reform the role of Companies House, so as to allow it to play a greater role in disrupting economic crime and supporting economic growth.
In its published policy paper, "ECCTA: outline transition plan for Companies House" (the "Policy Paper"), Companies House provides an update on the changes being made in response to the legislative developments, including the current intended timeline for the implementation of these.
In this article we look at the Policy Paper, the important changes that are coming in spring 2025 and consider how the reform of Companies House will assist in the fight against fraud.
Through ECCTA, the government has provided a new framework for Companies House, underpinned by four statutory objectives designed to promote the integrity of registers (the "Objectives"):
To ensure any person required to deliver a document to the registrar does so.
To ensure that information contained in the register is accurate and that the register contains everything it ought to contain.
To ensure that records kept by the registrar do not create false or misleading impressions to the public.
To prevent companies from: i) carrying out unlawful activities; or ii) facilitating the carrying out by others of unlawful activities.
As with most political timetabling, policy makers prefer an elastic rather than strict time period. As such, the forthcoming changes are by reference to the seasons.
By spring 2025 (now known to be 25 February 2025), Companies House is able to expedite the striking off of companies where the registrar has concluded the company has been formed on a false basis.
Furthermore, Companies House will be able to:
By summer 2025, Companies House should be able to allow access on request to certain trust information on the Register of Overseas Entities.
By autumn 2025, Companies House should be able to:
By spring 2026, Companies House should be able to:
By the end of 2026, Companies House should be able to:
Following accounts reform, Companies House should be able to:
Following the implementation of restrictions on corporate directors, Companies House should be able to:
The forthcoming reforms to Companies House add to a suite of changes that have already taken place. In summary:
From 4 March 2024, Companies House has been able to improve the quality of information on the register by:
Further, Companies House has been able to improve investigation, enforcement and data sharing by:
Companies House has also been able to better prevent disqualified directors from acting by rejecting documents notifying appointment of a new director to an existing company where the individual is a disqualified director.
Further, from 4 March 2024, Companies House has been able to require companies to:
From 1 May 2024, Companies House has been able to charge higher incorporation and annual fees to fund investigation and enforcement activities against those misusing the register.
By Autumn 2024, Companies House has been able to issue financial penalties for any relevant offences under ECCTA and the Companies Act. For guidance on Companies House's approach to financial penalties please see here.
The Act's changes allow Companies House to be far more proactive in analysing filings made, and permit it to take a much more robust approach when determining whether to upload information to the register. Its ability to share information with law enforcement agencies and regulatory bodies for purposes connected with its function should also help those bodies investigate potentially fraudulent activities at an earlier stage.
The above timescale for implementation is to be kept under review in the light of Parliamentary time, as well as the technical and operational complexity of adopting the changes. Whilst the planned scale and scope of the increase in Companies House powers is significant on any view, the full impact and effectiveness of these in the fight against fraud therefore remains to be seen.
If you would like to discuss the Policy Paper, the impact of ECCTA on your business or find out more about our company secretarial services, please get in touch with a member of the team below.
The UK's network of Fraud Forums provide excellent opportunities for practitioners, business and the public/tertiary sector to come together to share intelligence and the latest policy developments.
Once again, we are delighted to be supporting the UK's Fraud Forums via the South West Fraud Forum's Annual Conference, a must-attend event for organisations, practitioners and anyone interested in fraud prevention and response. In particular, representatives from Companies House Intelligence Unit will provide an update on the new powers and approach. From the latest trends in insider fraud, policy developments and best practice in risk management, the Fraud Forums aim to provide this support to its members.
Foot Anstey Partner and Chair of the South West Fraud Forum, James Gliddon, will be speaking at this event.