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  • ARTICLE - United Kingdom

    The Economic Crime and Corporate Transparency Act 2023

    24 Nov
    Written by a native

    The Economic Crime and Corporate Transparency Act 2023 - Introduction

    Following a bumpy legislative journey, the Economic Crime and Corporate Transparency Act 2023, formerly the Economic Crime and Corporate Transparency Bill, received Royal Assent on 26 October 26 2023. Hurray! Or should we pause with such unusual exuberance?

    What is it?

    This new Act encompasses extensive reforms, notably affecting the limited partnership regime and corporate criminal liability. This article will highlight some of those amendments that relate to company administration regime under the Companies Act 2006 (CA 2006).

    Key Reforms Overview

    The Act introduces comprehensive changes to the company incorporation and administration processes, aiming to enhance corporate transparency and combat the misuse of the UK companies regime in facilitating economic crimes. The key measures include:

    Empowered Registrar Role

    The Act will empower the Registrar of Companies, significantly augmenting their authority to scrutinize and reject filed information at Companies House. This transformative shift makes Companies House more proactive, ensuring the accuracy and reliability of company-related data. Moreover, the Registrar may demand additional information for filings.

    Identity Verification

    The Act mandates the verification of identities for all current and proposed directors, as well as persons with significant control (PSCs). Acting as a director without verified identity will be an offense, potentially leading to disqualification. Furthermore, those filing documents on behalf of a company must also undergo identity verification.

    Filing Regime Changes

    Solely officers, employees, or authorized corporate service providers, with verified identities, can file documents at Companies House, restricting unauthorized filings.

    Company Administration Amendments

    Companies must maintain a registered office and a registered email address at an "appropriate" location to receive correspondence from the Registrar. Enhanced confirmations will be required during incorporation and in annual confirmation statements.

    Statutory Registers and Members

    Most statutory registers (except the register of members) will be abolished, with Companies House now tasked to maintain such records. The register of members must comply with specified information requirements, increasing the onus on companies to promptly notify changes to directors and PSCs.

    Timeline and Implementation

    Many measures necessitate secondary legislation, expected to roll out over the next 12-24 months. Companies House requires operational reforms to meet its elevated responsibilities, including new systems for identity verification. Certain obligations have a six-month transitional period post-enforcement. Some measures, not dependent on secondary legislation, are expected to come into force in early 2024.

    Implications and Preparation

    Companies need to update their internal processes to align with the new regime. Company secretaries and individuals filing for companies must await finalized regulations on the verification process. Directors and PSCs/RLEs must be informed and prepared for the identity verification requirements.

    Company Secretaries - to do list

    1. Verification Process Preparation: Understand the verification process once finalized. Prepare directors and individuals filing for companies for the upcoming verification requirements.
    2. Group Structure Familiarization: Larger organizations involved in periodic group reorganizations or incorporating subsidiaries should acquaint themselves with the new incorporation regime.
    3. Registrar's Query Powers: Proactively review internal records against Companies House data to rectify any inconsistencies that may lead to information rejection.
    4. Registered Office Compliance: Ensure compliance with the Act's criteria for a company's registered office and maintain a monitored registered email address.
    5. Transition from Statutory Registers: Assess the need for internal record maintenance post the abolition of certain statutory registers.
    6. Register of Members Compliance: Understand the register of members' changes and ensure accurate and updated member information.

    The Economic Crime and Corporate Transparency Act 2023 - Conclusion

    The Economic Crime and Corporate Transparency Act 2023 introduces substantial changes, requiring companies to adapt and prepare for an evolved compliance landscape. Make sure you are up to speed. If you have any queries regarding the The Economic Crime and Corporate Transparency Act 2023 then please get in touch.

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