Economic Crime and Corporate Transparency Act 2023: significant Companies House reforms and their impact on businesses

This article was originally published on 2 February 2024, and has most recently been updated on 16 June 2026 to reflect the latest changes.

The Economic Crime and Corporate Transparency Act 2023 (the Act) received royal assent in October 2023. The Act includes provisions that will, among other things, transform the role and operation of Companies House, and amount to some of the most significant changes to UK corporate transparency in 170 years.

The impact of the Act is far-reaching; all UK companies and other legal entities will be affected and non-compliance may even attract criminal liability.

This article considers several of the key changes and practical implications below.

Role and powers of the Companies House Registrar

Companies House has been granted a broader statutory function with clear objectives to promote and maintain the integrity of the register through the use of new discretionary powers. The Act aims to bolster the Registrar’s role from a passive gatekeeper of information to an active regulator, empowered to query, reject or remove documents submitted for filing if there is a reason to believe that the details are inconsistent with other information shown on the records held at Companies House.

The Registrar will also be able to request additional information, intervene in company names, change certain details, annotate a document on the public register if there is uncertainty regarding the information disclosed, require information to be filed digitally, and share data with other governmental departments and law enforcement agencies.

Notably, since 2 May 2024, the Registrar has a new direct power to impose financial penalties of up to £10,000 for breaches of the Companies Act 2006 (CA 2006) without first going through the courts. This is in addition to existing powers to prosecute criminal offences under the CA 2006.

For further information on how Companies House intends to use its new enforcement powers, click here.

Administrative changes

Registered office address
Corporate entities must have and maintain a registered office (ROA) at an ‘appropriate address’, ie an address where a document addressed to the company and delivered there would be expected to come to the attention of a person acting on behalf of the company and would be capable of being acknowledged as delivered. The changes mean that corporate entities are no longer able to use a PO Box as their ROA.

If the Registrar considers that the ROA requirement has not been satisfied, it will be empowered to change the registered office to a default address at Companies House; the entity will then have 28 days to provide an appropriate address with evidence of proprietary ownership, otherwise Companies House could start the process to strike the company off the register.

Since 4 March 2024, companies and LLPs need to provide an appropriate ROA when they incorporate.

Registered email address
Corporate entities must also have and maintain a registered email address (REA) which is an ‘appropriate email address’, ie where emails sent to it by the Registrar would be expected to come to the attention of the person acting on behalf of the company. The REA will be kept private. Ideally the REA would contain a distribution list of relevant recipients within the business, rather than linked to just one person, in order to circumvent leaver issues.

Since 4 March 2024, companies and LLPs need to give an REA when they incorporate. Existing entities will need to give an REA when they file their next confirmation statement.

If a corporate entity fails to maintain an appropriate ROA or REA, both the company and its directors (or equivalent) will be guilty of an offence, punishable by a fine.

Company names
Since 4 March 2024, companies have been restricted from being registered with names that, in the opinion of the Secretary of State, are intended to facilitate an offence that involves dishonesty or deception or suggests a false or misleading connection with a foreign government or authority. Companies are now also prevented from registering with a name that consists of, or includes, computer code. As part of the measures, Companies House has started undertaking stronger checks on company names.

The Secretary of State and Companies House are empowered to direct companies to change their names if they fall within any of the above categories. If a company does not change its name within a 28-day period, Companies House can remove a company’s name from the register and replace it with its company number. If the company continues to trade under the business name that Companies House has changed, it will be guilty of an offence and liable for a fine of up to £1,000.

Lawful purpose statement
All companies need to include a specific confirmation in their annual confirmation statement that their intended future activities are lawful. This requirement applies to all confirmation statements due from 5 March 2024 onwards.

Likewise, since 4 March 2024 applications for company incorporations require an additional confirmation that the company is being formed for lawful purposes. The explanatory notes to the Act indicate that if it is proven not to be the case, a false filing offence will have been committed, enabling the Registrar to reject the filing, with the consequence that the company could be struck-off.

Identity verification measures

Scope
The identity verification (IDV) requirements will apply to:

• new/existing directors (and equivalents for other entities, eg LLP members or general partners of LPs): an individual will need to have their identity verified on appointment and will not be permitted to act as a director of the company (or equivalent) unless their identity is verified. A company is under an obligation to ensure that an individual does not act unless their identity is verified;
• new/existing PSCs and RLEs: an individual who is a registrable PSC or a relevant officer (ie director) of a registrable RLE will need to have their identity verified – as companies are unable to compel IDV, the relevant notification forms are expected to simply include an option to confirm that the identities of the relevant PSCs or officers of RLEs have been verified; and
• ACSP/filers: anyone who delivers documents to Companies House on their own behalf or on behalf of another, including authorised corporate service providers (ACSPs).

There are limited exemptions from IDV, including on grounds of national security. In practice, however, the expectation is that exemptions rarely apply.

Process
Since 8 April 2025, individuals have been able to voluntarily complete IDV.

From 18 November 2025, IDV has been mandatory for company directors, LLP members and PSCs.

There are two ways to verify: directly with Companies House via the GOV.UK One Login service or indirectly via an ACSP (ie intermediaries such as accountants, legal advisers and company formation agents who are already supervised for anti-money laundering (AML) purposes).

ACSPs must register with the Registrar and demonstrate that they are supervised for AML purposes. They are required to declare that they have completed all of the necessary IDV checks when they interact with the Registrar and Companies House.

Verification is expected to be a one-off requirement for all purposes (ie whether acting as a director, PSC, filer, etc), though regulations may follow to specify circumstances in which a person may cease to have their identity verified and require re-verification.

Impact
Companies House will not register new directors and other registrable entities without them having a verified account. New PSCs/RLEs – who can initially be registered without verification – will need to verify their identity within a set period of time after registration. There will also be a transition period for existing directors, PSCs and other registrable entities to comply with the new IDV requirements.

Companies are under obligations to ensure that an individual does not act as a director unless their identity is verified. The explanatory notes to the Act state that in practice this means that until their identity is verified, a director should not take any actions on behalf of the company in their capacity as a director.

Directors and PSCs/RLEs who do not verify their identity will commit a criminal offence, as will companies with an unverified director (and every officer of the company). Similar measures apply to LLPs (and LPs in due course). In addition, incorporation of any new company without verified directors will be rejected and individuals whose identities are not verified will be unable to continue to file information on behalf of companies. The company register may be annotated to show that an individual is unverified, so that anyone viewing the register can make their own assessment of that entity’s risk profile. Directors who act without their identities having been verified (and those with a history of persistent breaches) could even be disqualified from acting as a director. However, failure to verify a director’s identity does not affect the validity of that person’s acts as a director.

For further details on the IDV regime, timings to comply and how businesses can prepare for the new requirements, read our article here.

Corporate filings

When the relevant provisions of the Act come into force (which is expected to be no earlier than November 2026), any individual delivering documents to Companies House on their own behalf will need to have had their identity verified and the document they are delivering will need to be accompanied by a statement confirming their verified status. An individual (A) may also deliver documents on behalf of another individual, but only if A’s identity has been verified or if A is either an ACSP or an officer or employee of an ACSP.

An individual will be able to file documents on behalf of a corporate entity, if:

• the individual is a director, officer (including a corporate officer) or employee of the corporate entity and the individual’s identity has first been verified; or
• the individual is an ACSP or an officer or employee of an ACSP.

When an ACSP makes a filing on behalf of a client, they will also have to confirm to the Registrar that they have completed all of the required IDV checks.

While company secretaries will not technically be required to have their identity verified, the expectation is that they will, so as to enable them to continue submitting documents on their company’s behalf at Companies House.

Ban on corporate directors

Although not specifically addressed by the Act, the government has confirmed that it is intending to bring into force a ban on corporate directors, subject to limited exceptions. Corporate directors will only be permitted if their own directors are natural persons and their identities are appropriately verified before the corporate director is appointed. Further, it is expected that only UK entities with legal personality (eg companies and LLPs) will be allowed to serve as corporate directors.

Existing companies with corporate directors will be given 12 months to ensure their corporate directors are compliant with the conditions or have them resign. New companies or companies appointing a new corporate director must ensure they satisfy these conditions from the date the measure comes into force.

Different requirements will apply for corporate members of LLPs or corporate general partners of LPs. These entities will need to supply details of their director(s) or a managing officer whose identity must be verified. The government will consider whether any further restrictions should be imposed on the use of corporate members of LLPs and corporate general partners of LPs.

In anticipation of the reforms being implemented, companies should review whether any changes to board composition may be needed and bear in mind the proposed restrictions if considering board appointments over the coming months.

Statutory registers and shareholder transparency

Centralised registers
From 18 November 2025, companies are no longer required to maintain their own ‘local’ statutory registers of directors, directors’ residential addresses, secretaries and PSCs. Instead, all relevant information must be provided to, and maintained at, Companies House. This increases the importance of making timely and accurate filings.

Register of members
Companies must maintain their own register of members (including some new requirements mentioned below). It is no longer an option for private companies to store their register of members on a central register at Companies House. Likewise, the changes do not affect other internal registers, such as registers in relation to transfers, charges or disclosed interests in shares; these will continue to exist.

In due course, registers of members will need to include the ‘required information’ about their members. For individual members, this means forename (in full, not initials) and surname, together with a service address. For corporate members and firms, their corporate or firm name and a service address will be required. In each case, the register must note the date the person was entered as a member.

A person who becomes a member will need to provide the required information and existing members must update the company of any change in the required information about the member, in each case within two months of becoming a member/any such change. Any person who fails to comply will commit a criminal offence. Companies must record the new information along with the date of change in the register of members. Non-traded companies must keep the old information in the register.

Companies will have the power to request, by notice, a member to provide any of the required information, and members must comply with such notice within one month of the notice being given. Notably, a person who fails to respond (or who provides information that is misleading, false or deceptive without a reasonable excuse) will be guilty of a criminal offence.

One-off shareholder statements
To bring the Registrar’s records up to date, there will be a requirement to provide a full list of shareholders in the case of non-traded companies (and, in respect of a listed company, those holding at least 5% of any share class). It is expected that this one-off statement will need to be provided with the first confirmation statement filing after the relevant provisions come into force.

Companies House has yet to confirm when these additional requirements regarding registers of members and one-off shareholder statements will be implemented. Nonetheless, advance preparation is key.

In anticipation of the changes, companies should:

• consider how existing administrative processes for updating registers may need to change and whether they will continue to maintain their own non-statutory records for internal audit and governance purposes (this may be particularly helpful for larger businesses or those with more complex structures);
• review their existing statutory registers, obtain any additional information that may be required (for example, from members) and, in advance of the various other statutory registers being centralised, ensure that all filings at Companies House are up-to-date; and
• if they are currently using the central register, begin forming their own register of members with all the requisite information.

Accounts

Companies will be able to file a single set of accounts in digital format with Companies House and HMRC to simplify the overall filing process and ensure consistency.

The option for small companies and micro-entities to file abridged accounts will be removed. All small companies and micro-entities will need to file profit and loss accounts with Companies House as other companies do but, in response to concerns about commercial risk and the potential impact on investment opportunities, they will have the option to opt-out of publishing this information on the public register.

Other changes include:

• a strengthened eligibility statement for all companies claiming an audit exemption;
• requiring component parts of the filed accounts and reports to be filed together;
• reducing how often a company can shorten its accounting reference period; and
• annotations on the public register where a company has not complied with a notice regarding compliance of its accounts with the CA 2006.

Additionally, as part of its Modernising of Corporate Reporting programme, the government intends to remove the requirement for any company to produce a directors’ report as part of their annual report and accounts.

This package of reforms is expected to take effect for accounting years from April 2028.

Limited partnerships

The Act introduces various reforms to the LP regime to improve transparency, including requirements to provide additional information relating both to a partnership and its partners (whereas previously partnerships, including LPs, had minimal filing and notification requirements), along with greater sanctions for non-compliance. The Act also modernises various aspects of the LP regime, including a new dissolution process and the ability for the Registrar to de-register an LP.

An additional six-month transitional period (from when the relevant provisions come into force) will be available for existing LPs regarding certain obligations, principally those relating to delivery of information about the partners, the requirements to have an ‘appropriate’ registered office and registered email, and for GPs to provide information on their registered officer and (if any) named contacts.

New and expanded offences

False statements
The Act makes it a criminal offence to deliver to the Registrar a document or statement which is false, deceptive or misleading, ‘without reasonable excuse’. The explanatory notes to the Act indicate that the offence will not apply where a company reasonably relies on information provided by others which turn out to be untrue, or where professional service providers have made an honest mistake.

Where a corporate entity commits a basic false statement offence, every officer who is in default also commits the offence and will be liable to unlimited fines. There is also a new aggravated criminal offence for any person to knowingly deliver a misleading, false or deceptive filing or statement, which can attract unlimited fines and up to two years’ imprisonment.

Notably, the Act creates similar basic and aggravated false statement offences where company members make a statement that is misleading, false or deceptive in relation to information provided in the register of members.

Expanded corporate criminal liability framework

Corporate criminal liability has expanded through several significant reforms.

• The new ‘failure to prevent fraud’ offence, in force since 1 September 2025, aimed at large organisations – a corporate entity may face unlimited fines where a specified fraud offence (detailed in secondary legislation) is committed by an employee or agent (such as contractors) for the corporate’s benefit and the organisation is found not to have taken reasonable steps to prevent fraud. The government has published guidance for organisations. In-scope entities should review (and bolster, where needed) their internal policies and training to ensure that reasonable fraud prevention measures are in place; see our separate in-depth piece here.

• Broader corporate criminal attribution regime – since 26 December 2023, a company can be liable for economic crime where a senior manager (widely defined by role and influence rather than title) commits the offence within the scope of their authority. The Crime and Policing Act 2026, effective from 29 June 2026, considerably expands the regime by creating potential corporate liability for any criminal offence committed by a senior manager. This materially increases exposure for corporates to misconduct and requires renewed focus on decision‑making roles and escalations. Click here to read more.

Conclusion

The Act signals a decisive shift in corporate transparency, accountability and the UK’s approach to compliance. With administrative demands on corporate entities already rising since March 2024 – and an increasingly assertive Registrar placing greater weight on timely, accurate filings – businesses should get ahead now. Understanding the recent and upcoming changes, and strengthening governance frameworks accordingly, will be essential to maintaining efficiency and minimising exposure to liability.

For further details on indicative timings for implementing outstanding changes, click here.

For our guide on how the reforms impact overseas organisations, including key considerations for cross-border dealmakers, click here.  

Companies House has launched a new website outlining the reforms (click here). A range of factsheets has also been published (available here). If you have any concern about the Act or would like to discuss its contents in more detail, please contact our specialist corporate team. We will be monitoring developments and providing further updates in due course.

Please let us know if you would like a copy of our ‘Doing business in the UK guide’, providing an insightful overview of the key legal, commercial and practical issues which need to be carefully considered by companies when entering the UK market to establish a successful new business venture.