UK Company Law is changing – how will this affect you and your school?

The Economic Crime and Corporate Transparency Act (“the Act”) was introduced on 4 March 2024 (“the Enactment Date”), bringing with it a few changes to Companies House, with more to follow over the next few years.

There are new responsibilities for:

• All new and existing company directors, used within this article to mean director, trustee or governor
• People with significant control of a company (“PSCs”)
• Anyone who performs secretarial duties on behalf of a company.

This is particularly relevant within the education sector, as many independent schools are operated by a corporate entity that has been incorporated at Companies House. In order for directors to take action at the right time, it is important to take note of the following changes:

1. Confirmation statement changes

From the Enactment Date, Companies House gained more powers to query information, run stronger checks on company names, and introduced new rules for registered office addresses. There are new requirements to provide a registered email address and to confirm that the intended future activities of the company will be lawful.

Registered email address

Under the Act, all companies will need to provide a registered email address upon incorporation, which will not be available to the public. Companies House will only use it to communicate directly, and so directors can rest assured that their personal information will remain private.

Existing companies will need to give a registered email address when they file their next confirmation statement. A registered email address will also need to be provided when incorporating a new company.

Statement to confirm the company is lawful

All companies will need to confirm that the intended future activities of the company will be lawful.

Officers of the company, such as a company secretary or director, will need to confirm this every year on the confirmation statement. A confirmation statement will not be able to be filed without this statement.

2. Identity verification

Anyone setting up, running, owning or controlling a company in the UK will need to verify their identity. Directors should keep this in mind if they plan to incorporate a new corporate entity.

For new companies, all directors and PSCs will need to complete identity verification. Identity verification will also apply to other registration types, such as members of a limited liability partnership.

For existing corporate entities, all directors, or equivalent, and PSCs will have a transition period to verify their identity with Companies House.

Anyone acting on behalf of a company will also need to verify their identity before they can file information with Companies House, such as its legal advisors or accountants.

Identities can be verified directly with Companies House or through an ‘authorised agent’. Companies House intends to publish detailed guidance on authorised agents in due course.

3. Protecting your personal information

Individuals will be able to apply to suppress personal information from historical documents, and to have personal information protected from public view if there is a risk of harm.

Under the Act, individuals will be able to apply to suppress the following personal information from historical documents:

• Residential addresses in most instances when shown elsewhere on the register – for example, when used as a registered office address
• Day of birth for documents registered before 10 October 2015 – only the month and year of birth have been publicly displayed since 10 October 2015
• Signatures
• Business occupation.

4. Improving the transparency of company ownership

The Act will introduce new requirements in relation to additional shareholder information that needs to be provided, and restrictions on the use of corporate directors, in order to make company ownership more transparent.

When the measures come into force – a date has not yet been specified – companies will be required to:

• Record the full names of shareholders who are individuals, or the full names of corporate members and firms, in their registers
• Provide a one-off full shareholder list, in order for Companies House to display shareholder information in a more user-friendly way.

Companies House will also collect and display more information from companies claiming an exemption from providing details of PSCs, including the reason for the exemption, and will collect and display the conditions which allow a relevant legal entity (RLE) to be recorded as a PSC.

Lastly, new restrictions will be introduced regarding the use of corporate directors. Only UK corporate entities with ‘legal personality’ can be appointed as corporate directors. The directors of these corporate directors must be natural persons and will need to verify their identity, as set out above.