Company statutory registers are official records that a company is legally required to maintain, detailing key information about the company’s structure and governance.
These registers have traditionally included:
- Register of Directors
- Register of Directors’ Residential Addresses
- Register of Secretaries
- Register of People with Significant Control (PSC)
- Register of Members (Shareholders)
- Register of Charges or Debentures
These records serve to promote transparency, facilitate regulatory oversight, and provide stakeholders with essential information about a company’s management and ownership.
Purpose and Importance of Statutory Registers
Statutory registers play a crucial role in:
- Ensuring Transparency: They provide a clear view of who controls and manages a company, which is vital for investors, creditors, and regulatory bodies.
- Facilitating Compliance: Maintaining accurate registers helps companies comply with legal obligations and avoid penalties.
- Supporting Legal Processes: These records are often required in due diligence processes.
Key Changes Introduced by the Economic Crime and Corporate Transparency Act 2023
The Economic Crime and Corporate Transparency Act 2023 (ECCTA) has introduced significant reforms to enhance corporate transparency and combat economic crime.
Notable changes include:
1. Centralisation of Certain Registers
Companies are no longer required to maintain the internal registers for:
- Directors
- Directors’ Residential Addresses
- Secretaries
- People with Significant Control (PSC)
Instead, this information must be filed with and maintained by Companies House, becoming the definitive public record.
2. Enhanced Register of Members Requirements
While the register of members remains a statutory requirement, companies must now:
- Record full names (not just initials) and service addresses of individual members.
- Ensure timely updates to reflect changes in membership.
- Obtain and retain accurate information, as failure to do so may result in offences.
3. Identity Verification
All company directors, PSCs, and individuals filing information on behalf of a company must undergo identity verification with Companies House. This measure aims to prevent fraudulent appointments and enhance the integrity of company data.
4. Registered Office and Email Address Requirements
Companies must ensure their registered office is at an “appropriate address” where documents can be delivered and acknowledged. PO Boxes are no longer acceptable. Additionally, companies are required to provide a registered email address for official communications with Companies House.
5. Strengthened Powers for Companies House
Companies House has been granted enhanced powers, including:
- The ability to query and reject filings that are inaccurate or fraudulent.
- Imposing financial penalties for non-compliance.
- Sharing data with other government departments and law enforcement agencies.
Implications for Companies
These reforms necessitate that companies:
- Review and update their compliance procedures to align with the new requirements.
- Ensure timely and accurate filings with Companies House.
- Implement processes for identity verification of relevant individuals.
Failure to adhere to these changes can result in significant penalties, including fines and potential criminal charges.
Conclusion
The ECCTA represents a significant shift in the UK’s approach to corporate transparency and governance.
By centralising key registers and enhancing the powers of Companies House, the Act aims to create a more transparent and trustworthy business environment.
Companies must proactively adapt to these changes to ensure compliance and maintain their reputations.
Sphere Legal’s corporate lawyers have extensive experience advising companies on corporate and regulatory compliance. Please contact us if you would like further information or would like further assistance with navigating the challenging compliance changes facing UK companies.
This article does not present a complete or comprehensive statement of the law, nor does it constitute legal advice. It is intended only to highlight issues that may be of interest. Specialist legal advice should always be sought in any particular case.
