15 September 2025
The implementation of the reforms introduced by the ECCTA will be of interest for Irish groups with UK subsidiaries and those doing business with UK companies.
As part of the UK Government’s aim to increase corporate transparency and tackle economic crime, new measures have been introduced to ensure that Companies House has the necessary powers of prevention, investigation and enforcement in respect to fraud.
The ECCTA gained royal assent on 26 October 2023 and will greatly alter the current company law regime in the United Kingdom. It will enhance the powers of Companies House in combatting economic crime, and will impose new responsibilities on companies, their directors, any persons with significant control and filing agents.
A range of measures will be introduced by Companies House to strengthen adherence to filing obligations by those required to file, to ensure that all information contained on the Companies House Register is accurate and transparent, and to prevent companies and others from being involved in unlawful activities.
The overall effect of the new legislation and the consequent changes will be that Companies House will move from being a repository of information to an organisation with the powers to verify and query information on the Register.
The reforms are being implemented by the UK government in phases, allowing both Companies House and companies time to prepare for the fundamental changes contained in the ECCTA.
Identity verification is one of the most significant measures being introduced under ECCTA. Anyone setting up, running, owning or controlling a company in the UK will be required to verify their identity.
Companies House have commenced the process for identity verification on a phased basis as follows:-
When fully implemented, an individual must not act as a director unless ID-verified, otherwise, they commit an offence punishable by a fine.
All companies are now required to include a registered email address as part of their annual Confirmation Statement which Companies House will use to communicate with the company. This email address will not go on public file.
Additionally, all companies are now required to include a lawful purpose statement as part of their annual Confirmation Statement confirming that their intended future activities will be lawful.
These changes also apply where incorporation documentation is submitted to the Registrar.
Companies will be required to provide a full list of shareholders in the first confirmation statement following the relevant provision of the ECCTA coming into force (the date has not yet been confirmed).
All companies must have an ‘appropriate address’ as their registered office address. An ‘appropriate address’ is one where any documents sent to the registered office should be expected to come to the attention of a person acting on behalf of the company, and any documents sent to the registered office can be recorded by an acknowledgement of delivery.
Accordingly, companies are no longer permitted to use a P.O. Box as their registered office address.
The Registrar now has greater powers to query and challenge information that appears to be incorrect or inconsistent with the information held on the Register as well as increased powers to reject new filings.
It also now has the ability to annotate the Register when information appears confusing or misleading. Companies House can take steps to clean up the Register, using data matching to identify and remove inaccurate information.
There will be stronger checks on company names, resulting in rejection of proposed company names where it is judged that they would be misleading to the public.
Further changes will include:-
ECCTA will remove the requirement for companies to maintain their own registers of directors, directors’ residential addresses, secretaries and PSC. Instead, the provisions of the Companies Act 2006 are amended to require that the information for each of directors, secretaries and PSC will be notified to the Registrar of Companies. However, a company will be required to maintain a Register of Members. This will no longer be able to be kept at Companies House.
Companies House will be streamlining the accounts filing options for small and micro-entity companies. If implemented (there has been a negative reaction from the sector), small and micro entity companies will need to file their profit and loss accounts and will no longer be able to file abridged or filleted accounts.
Any company claiming an audit exemption will need to give an additional statement from their directors on the balance sheet. Directors will need to specify which exemption is being claimed and confirm that the company qualifies for the exemption.
Following implementation of the above, Companies House will mandate software only filing accounts for all companies.
ECCTA introduces a new “Failure to Prevent Fraud” offence, effective 1 September 2025. Large organisations can be criminally liable where a person (e.g. employee) commits fraud for the organisation’s benefit. Organisations are liable unless they had reasonable fraud prevention procedures in place. The offence is one of strict liability—no need to prove senior management involvement.
More detailed information relating to both general and limited partners will be required to be submitted to Companies House. The information includes names and addresses and for individuals, nationality and date of birth. Limited Partnerships must maintain a UK registered office and email address and must appoint an ACSP to handle all filings with Companies House.
Once implementation of the ECCTA is complete, Companies House will be transformed to an active gatekeeper of corporate information. These changes aim to improve the accuracy of the companies register, deter fraudulent activities and bolster the UK’s defences against economic crime.
