The Economic Crime and Corporate Transparency Act 2023 (Act), whose progress we have reported on in earlier articles (see "Economic Crime and Corporate Transparency Act (ECCTA) – what you need to know" and "Latest updates to the Economic Crime and Corporate Transparency Act"), has already introduced a series of changes to UK company law, with more to come. Key changes so far include enhanced Companies House powers, changes to registered addresses and confirmation statements, and verification requirements. More updates are scheduled over the next 18 months.

Over the next few months, we will be publishing a series of "Understanding ECCTA" articles, each of which will focus on a particular aspect of the legislation. To set the scene, and following up on our earlier overview, this first article in the series is a summary of the key provisions, giving an indication of what has already been implemented, and an indication of when the remainder of the changes are expected to be brought into force.

New offences

Failure to prevent fraud: As outlined in our earlier briefing, there will be a new failure to prevent fraud offence. This will mean that an organisation will be liable where a specified fraud offence (including offences under the Fraud Act and fraudulent trading) is committed by an employee or agent for the organisation's benefit, and the organisation did not have reasonable fraud prevention procedures in place.

This offence will only apply to large organisations where an organisation satisfies two or more of the following conditions in the financial year preceding the year of the offence: (i) comprising more than 250 employees: (ii) generating more than £36 million turnover; and / or (iii) with assets of more than £18 million. The UK Government has published guidance on the offence outlining the key elements and offering practical advice on appropriate procedures which can be implemented.

This will come into force on 1 September 2025. A more detailed briefing on this will be published as part of our Understanding ECCTA series.

Liability for economic crimes: Corporate criminal liability laws for economic crimes have been extended so as to hold corporations liable where an offence is committed by a senior manager of the corporation. Previously, the law required that an offence was committed by the "directing mind and will" of a corporation.

This came into force on 26 December 2023.

Identity verification

Existing directors: Every existing director of a UK company (and member of an LLP) will need to have their identity verified.

A 12-month transition period will start in Autumn 2025 (although individuals can already verify on a voluntary basis).

New directors: Where a new director is appointed, the company is required to ensure that the director does not act until the verification has been completed. New directors will have to confirm that they are not disqualified directors.

Mandatory identity verification is due to commence by Autumn 2025.

Corporate directors: It is envisaged that the Government will introduce regulations around corporate directors alongside the Act. It is likely that a company will be allowed to have corporate directors (provided they are corporate entities with "legal personality") but the directors of any company which acts as a corporate director must all be natural persons and their identity must be verified.

Commencement date to be announced.

Persons with Significant Control (PSCs): All existing (and new) PSCs will need to verify their identity.

A 12-month transition period for existing PSCs will start in Autumn 2025 (although individuals can already verify on a voluntary basis). Mandatory identity verification for new PSCs is due to commence by Autumn 2025.

Relevant legal entities (RLEs): All existing (and new) RLEs will need to provide the Registrar with the name of a "relevant officer" (a director where the RLE is a company or member in respect of an LLP) whose identity is verified, and a statement provided by that individual confirming that they are the relevant officer. Going forward, the RLE will need to remember to notify the Registrar of any change in the relevant officer (e.g. if a director resigns) and confirm that the identity of any new relevant officer is verified.

A 12-month transition period for the relevant officers of existing RLEs will start in Autumn 2025. Mandatory identity verification for new relevant officers is due to commence by Autumn 2025

Verification: Verification can be done in two ways: direct verification via Companies House, or verification by an Authorised Corporate Service Provider (ACSP), who is registered with Companies House for the purpose of carrying out these services. ACSPs will be intermediaries such as accountants, lawyers and company formation agents who are registered with a supervisory body for anti-money laundering purposes. In general, verification will be a one-off process and once a person is verified, they will obtain verified status.

Registration as an ACSP for individuals and organisations opened on 18 March 2025, and as from 8 April individuals have been able to verify their identity on a voluntary basis. Mandatory identity verification is due to commence by Autumn 2025.

Further detail of how the verification process works will be outlined in a future briefing.

Filing: An individual who delivers documents to the Registrar on their own behalf must have their identity verified. An individual may only deliver documents on behalf of another person if they have had their identity verified, or they are an ACSP (or employee of an ACSP) and the document is accompanied by a statement confirming their verified status and that they have the person's authority to deliver the document. It is intended that Gowling WLG UK LLP will apply for registration as an ACSP for this purpose.

Commencement date to be announced but expected by Spring 2026.

Confirmation statement

Lawful activities: On incorporation, companies and LLPs must confirm that the intended future activities of the company are lawful, and this confirmation must be repeated in each confirmation statement thereafter.

This has been in force since 4 March 2024.

Statement of members: As a one-time requirement, the first confirmation statement filed after a date yet to be appointed must be accompanied by a statement containing the names of each member, and the number of shares of each class held by them.

Commencement date to be announced.

Statutory registers

Register of members: Private companies and LLPs will have to maintain their own register of members and will no longer be able to keep that information on the Companies House central register. The full name of each of their members will be required (rather than just using an initial letter, for example).

Commencement date to be announced.

Other registers: The obligation to maintain a register of directors, register of directors' (or members' in the case of an LLP) residential addresses and a PSC register will be abolished. Instead, these registers will be held centrally at Companies House, and companies and LLPs will be required to ensure that the information is kept up to date.

Commencement date to be announced.

Company names and addresses

Company name: An additional consideration on choosing a company name is now that the name can be rejected by the Registrar if it could be used to facilitate an offence of dishonesty or deception, suggests a non-existent connection with a foreign government or international institution, or if it contains computer code.

This came into force on 4 March 2024.

Registered email address: Companies (both new and existing) are now obliged to provide the Registrar with an appropriate email address. This address will not be in the public domain and will be solely for use by the Registrar to communicate with the company.

This came into force on 4 March 2024.

Appropriate registered office address: Companies and LLPs must have an appropriate registered address. This is somewhere that a document addressed to the company, and delivered by hand or by post, would be expected to come to the attention of a person acting on behalf of the company and is capable of being acknowledged and recorded. This means that if you do not control the premises at the registered office address, you should have arrangements in place to deal with documents delivered there, such as a registered office service similar to that provided by our firm from its Birmingham and London offices.

This came into force on 4 March 2024.

Other changes

Accounts and reports: Specific filing obligations for micro-entities will be added, meaning that micro-entities will be required to file a balance sheet, a profit and loss and may choose to file a directors' report. Small companies that are not micro-entities will no longer be able to prepare abridged accounts but must file annual accounts and a directors' report. Software only filing of accounts will be implemented in due course (although some package accounts can now be filed digitally).

Commencement date to be announced.

Companies House role and powers: Companies House has new powers to check, remove or decline information submitted to, or already on, the Companies House register (for example, to query suspicious appointments or filings. They can also reject documents that are not consistent with information held by the Registrar). The Registrar will be required to ensure that all documents are properly delivered, and that the information contained in them is accurate.

This came into force on 4 March 2023.

Companies House fees and fines: As outlined in our earlier briefing note, Companies House now has the ability to impose civil financial penalties if satisfied that an offence has been committed under the Companies Act 2006.

This came into force in May 2024.

If you would like to discuss these changes and how they will impact your business, please contact Sharon Ayres, Caroline Williams or your usual Gowling WLG contact.

If you'd like to receive future articles in our Understanding ECCTA series as soon as they're published, as well as other relevant updates, sign up to our mailing list.