2024 Changes to UK Company Law: Check all the Updates

Ryan Patrick

Sep 21, 2024 • 10 min read

Companies House has reviewed most of its laws and has decided that a time has come for a change of all these laws. Some important changes and developments have been made concerning the laws governing registration and smooth operations of businesses all over the UK.

These changes have improved business efficiency and operations and we're made possible because of the request for amendments by companies. The following are some laws that have been changed by Companies House in 2024.

1. Requirement To Use an Appropriate Address as a Registered Office

All companies are mandated to always make sure that their registered office is located at an appropriate address. According to this rule, an appropriate address is said to be an address where.

A document which is addressed to the company and delivered to the address by hand or by post would be expected to come to the attention of the individual acting on behalf of the company and the delivery of the document at that address is capable of being recorded by getting an acknowledgement of delivery.

This further means that a PO Box is no longer suitable to be used as a registered office address for companies. However, third-party addresses will still be accepted as long as they satisfy the criteria above. Third-party addresses like office services provided by accountants, solicitors and company formation agents.

If any company, however, is an inappropriate registered office during or after application, Companies House will change the address to a default one. The company, on the other hand, must provide an address that fits the criteria with evidence within the next 28 days. If the company does not provide an address within these 28 days, Companies House may start the process of striking off the company.

2. Duty To Provide a Registered Email Address

Companies are mandated to provide an appropriate registered email address to Companies House. This information will be made publicly available. Companies House, however, only uses this email address for communication purposes.

What is the registered email address for companies?

A registered email address is the official email address of a company to which all emails about the company from authorities or other third parties are sent.

An email address is however, considered suitable if in the ordinary course or events emails sent from companies house would be expected to come to the attention of the person acting on behalf of the company.

This rule means that new companies are mandated to provide a registered email address during their company incorporation process. Already existing companies are however expected to add their company's official email address when filing their next confirmation statement.

The requirement to provide a registered email address will apply to all limited companies, LLPs, LPs and SLPs in the UK.

This rule applies to new company incorporations from 4 March 202; and to confirmation statements from 5 March 2024.

3. New Statement of Lawful Purposes

Under this new act, companies are to confirm that their intended future activities will be lawful. This new rule will apply both to new and existing companies.

On the company application, the subscribers who are the founding shareholders of the company will have to confirm that they are forming the company for lawful purposes.

Existing companies, on the other hand, will be required to confirm lawful purposes whenever they file their annual confirmation statement.

This new requirement to confirm lawful purposes will affect all new and already existing limited companies, LLPs, LPs and SLPs all over the UK.

The new rule will apply to companies incorporated from 4 March 2024 and to all confirmation statements, with a statement date from 5 March 2024 onwards.

5. Introduction of Software-only Filing of Annual Accounts.

This was done to improve and make filing annual accounts easier for companies moving accounts filing to a digital phase. The following are filing options that will be available on the software.

Web filing
Find and update the company
Information service
Joint filing service with HMRC (company accounts and tax online )
Paper filing

Over 65% of the UK population already make use of software filing to submit their annual accounts, so this new development will have no or less impact on these companies.

Companies House will, however, provide additional information once the timeline for the incremental rollout of the change to software-only filing has been agreed.

There are various accounts filing software that are available for companies to use right now. Further changes to this new update are planned for a later date, which include a mandatory digital filing and full tagging of financial data in iXBRL format and placing a limit on the number of times a comp can shorten its accounting reference period also known as the financial year.

The change will be for all limited companies LLPS law and SLPS that are registered all over the UK.

This change, however, has not taken immediate action and will be made mandatory in the years to come, but for now, companies can still use this software.

6. Changes to Small Company Filing Options

Under the new act, the government is also making filing options for small entities and small businesses easier. The following are ways the government are trying to achieve this:

Creating a more easier and clearer filing obligation for small businesses and micro entities
A requirement did small businesses to include their profit-and-loss account and a director report when they find their annual accounts
Erasing the option to prepare abridged accounts, which requires documents to be delivered together, in cases where more than one document is filed, including for the filing of accounts

The government wants to make use of these ways to improve transparency by making sure that more financial information, like turnover rates and profit or loss, is available to view on the public register.

This new rule will imply both small companies micro entities small LLPs and small SLPs.

It is important to note that these measures have not yet been put into place and you can find out more about this on Companies House's official website.

7. Audit Exemption

Some companies quake for audit exemption, companies like small companies, micro entities, dormant companies, parent companies and subsidiaries.

Due to these changes to the UK company law, the directors of any company that wants to claim an audit will have to include an additional statement on the balance sheet.

The confirmation statement must identify which exemption they are claiming and confirm if the company qualifies for that particular exemption.

The change will apply to any company or incorporated partnerships in the UK that want to claim an exemption and file unaudited accounts.

The change has not yet been affected but is expected to be done soon

8. New Identity Verification Requirement

This measure is to prevent any form of fraudulent appointments and identify verification, which will soon be mandatory for anyone who registers, runs pens or controls a company or an incorporated partnership in the UK.

This change will ensure that individuals can verify their identity directly via Companies House. They can also choose to indirectly verify their identity through an authorised corporate service provider which can be a company formation agent, an accountant or a legal advisor.

For already existing appointments, there will be a period that individuals will be able to verify their identity, making sure that every individual has enough time to comply with these rules.

New directors will need to verify their identity before they can submit an incorporation application to Companies House. PSCs will be expected to verify their identity within a short period after incorporation.

For appointments of directors after Incorporation, directors must complete their identity verification and treat it as urgent and this verification should be done before the appointment is reported at Companies House.

The requirement for directors identification will apply to all new and already incorporated company directors, company secretaries and people with significant control, LLP members, partners in Limited Partnership and Scottish Limited Partnership, the directors of corporate director organisations, and most individuals who file accounts with Companies House.

Although the date for the legalisation of this rule has not yet been confirmed, information concerning this shows that there is a possibility the rule will be legalised soon.

9. Suppression of Personal Information at Companies House

This new development to the UK company law was made as a way to help minimise or eliminate the absence of personal information of company members that is available to the public on the Companies House register

This law will soon make it possible for individuals whose information is registered with a company to write to Companies House to hide their personal information from fillings that appear on Companies House public register. The following is information that will be under this category:

Home addresses in most instances are shown, especially if the address has been previously used as a registered office address.
Day of birth of any member of the company on any document registered before 10th October 2015
Business occupation of the members
Signatures

When this law is made, there will be a need for companies or individuals to provide any supporting evidence, as their personal information will be automatically concealed after a successful application.

New developments have also been made to protect individuals who are at risk and their information may increase their risk. When an individual is at risk due to one or more of their information displayed on the Companies House public register, they can write to Companies House to hide their information from the public. The following is information that can be hidden from the public of the individuals who write to Companies House:

Their name or previously used name(s)
Any address that might be a risk to them
Any person's information, like their service addresses and part of their date of birth, and this is mostly in severe cases

However, in cases like this, the applicants have to provide supporting evidence showing they are at risk, to Companies House to hide their information from the public register. More information will be released by Companies House on this application process.

This rule will affect individuals from any company or any other firm if the entity that their personal details are public on the Companies House register. Although this rule has not been put into place, it is expected to come into place very soon.

10. Rules for Limited Partnerships

To minimise the rate of abuse of limited partnerships and introduce current legislation, new developments have been introduced by the Economic Crime and Corporate Transparency Act to make details about limited partnerships more accessible to others. When this rule is incorporated, the following are what limited partnerships are expected to do:

Expected to provide details of their partners such as names, dates of birth and residential address
Verification of the identity of their general partners
Able to maintain a registered office address in the UK
Be able to provide a registered email address
Provision of a standard industrial classification code (SIC)
Mandates to deliver an annual confirmation statement

These new changes, if relevant, will also apply to Scottish Limited partnerships (slips) although slips are presently required to provide a registered office address and file confirmation statements.

This new law, when implemented, will affect both new and already established limited partnerships registered in England and Wales or Northern Ireland and Scottish Limited partnerships where relevant.

Although these laws have been made public, they still require secondary legislation before they are implemented. This will require a six-month traditional period from the commencement of the legislation.

11. Shareholder Information Requirements

Due to some reasons, Companies House has decided to improve transparency and the importance of the information needed from company owners and thereby, these companies will be required to do the following:

Take a record of the full names of all individual shareholders of the company or the full names of the company's corporate shareholders and firms in their company registers.

2. Make a provision of a one-off full list of the shareholder's names on every confirmation statement to the Companies House.

This law also gives companies the power to ensure that their members provide them with appropriate information and notice to the company in case any information is changed

Members of the company are obliged to provide details to the company within two months of becoming a member within two months of the date that they changed their registered details.

In the case where a member fails to comply with these duties without a genuine excuse, they have committed an offense.

This rule will apply to every member of new and existing companies in the United Kingdom. Thereby, however, will be implemented following the implementation of the new secondary regulations and guidance.

12. Information on PSCs and RLEs

Additional measures have been put in place to ensure the transparency of information relating to persons with significant control (PSC) and Relevant Legal Entities (RLE).

For companies that would want to claim an exemption from providing details of the persons with significant control, they will have to state the reason for their request to qualify for the exemption. However, if these companies are exempted, they are required to provide the details of their PSC in their confirmation statement.

Wherever a PSC is an RLE, the companies are mandated to state their conditions to qualify, and then the RLE will be recorded as a person with significant control.

13. Restrictions on Corporate Directors

Presently, companies that are registered in the UK can legally appoint a corporate body as a director as long as they have at least one other director who is an individual. However, some changes will be brought to this rule.

New restrictions will be made on the use of corporate directors. This means that companies will be able to appoint corporate bodies that have legal personalities as corporate directors.

All directors of a company must be an individual and not an entity and also they will be suggested to the new identity verification requirements by Companies House before they are appointed as company directors.

These new developments will apply to both existing companies and newly incorporated companies that want to appoint an entity as a director of their company.

Although the date for the implementation of the law has not yet been released, however it is important to note that once this rule has been implemented, existing companies with corporate entities as directors will be given 12 months to comply with the law.

14. Abolition of Certain Company Registers

The Economic Crime and Corporate Transparency Act has eliminated the need for the company to keep the following company registers:

Companies are mandated to continue to maintain the information normally recorded in the registers on the public register of Companies House. The companies will have to keep other internal statutory registers, which include the registers of members. Also, the need for private companies to keep their shareholder information on the public register at Companies House will be eliminated by Companies House.

This law will affect both new and already existing companies in the UK and the date for the implementation of this law has not been published, but an update is expected from Companies House.

Incorporate Your Company with Incorpuk Today

If you are wondering how to register your business in the UK, worry no more. At Incorpuk, we help you file accurate information when you register your company through us. We will also help you with incorporation articles, a registered office address, and all you may need to register your company in the UK. Contact our team if you seek any information; we will gladly assist.

Conclusion

The above laws are the new developments made by Companies House and these laws are made to increase the efficiency and effectiveness of work and operations of companies all over the UK. These rules are also implemented to protect members of companies in the UK from any form of risk from the public. Kindly contact one of our experts here if you have any question about 2024 changes to UK Company Law.