The Economic Crime and Corporate Transparency Act 2023 (ECCTA) which aims to increase the transparency of UK companies, received Royal Assent on 26th October 2023. A significant part of the ECCTA is a transformation to the role and function of Companies House. This will significantly impact the information companies are required to file.

Companies House, prior to these reforms, was largely a passive administrator of company information. There had been growing concern about the accuracy and transparency of the companies register. The objective of reform is for Companies House to take on a more active role in promoting and maintaining the integrity of the register and for there to be more reliable data on companies and the people behind them. To do this, the Registrar has been given a wider array of powers to query and investigate the information supplied to it and to amend or remove information on the register.

Key points to note for SME private companies:

• Identity verification (IDV)

New identity verification measures are being introduced and will be mandatory for individual directors and PSCs from 18th November 2025. New directors must IDV before appointment and existing directors IDV is tied to their company's confirmation statement over a 12-month transition period. PSCs will verify according to the circumstances of whether they are also a director of the company. See our summary here for the most up to date information on this. Once identity has been verified, each individual will receive a Companies House personal code.

Anyone setting up, running, owning, or controlling a UK company (or LLP) must verify their identity with Companies House. This includes anyone submitting filing information on a company’s behalf (such as a company secretary). All new and existing directors, members of LLPs, Persons with Significant Control (PSCs) and directors of Relevant Legal Entities (RLEs) are required to verify their identity. Directors, (LLP members) and PSCs who do not verify their ID will commit a criminal offence and/or incur a civil penalty. Companies that have an unverified director will also commit an offence. 

The regime is expected to be fully in force by Spring 2026.

• New Directors

There is a prohibition on new directors acting where their appointment has not been notified to Companies House. All new directors (whether at incorporation or otherwise) must IDV prior to their appointment.

• Query Information, Remove & Change Information

Companies House has been given new powers to query information on the register either before it is placed on the register or post-registration. This includes the power to query erroneous, anomalous, or suspicious filings (including company names) and reject them if warranted. Companies House is no longer obliged to just accept documents that are delivered if there is a reason to query the information provided. Companies House also has the power to remove material more swiftly and in wider circumstances than was previously the case. Companies House is moving towards requiring all information to be filed electronically.

These increased powers of the Registrar are significant. The onus is now on companies to ensure that all relevant documents and information are properly supplied and delivered, or they run the risk that the Registrar will query or reject documents and potentially jeopardise a transaction where time is of the essence. The Registrar will have the power to require more information before accepting a filing should it deem it necessary. This means there is an increased risk of documents being rejected due to some perceived inconsistency with existing information or where the Registrar determines that information provided is insufficient or deficient. In addition, it is currently unclear whether the removal of material may include previously registered material and therefore whether this may result in for example, a previously registered capital reduction, becoming void. Companies House has indicated that it will use these powers with discretion and apply a risk based approach with priority being given to those cases which present the biggest risks to the integrity of the register.

These increased powers are however a significant deviation from its previously passive stance of generally uploading whatever information was provided to it. Therefore, it is important that filings are done correctly and not just as an afterthought. 

• Data Sharing

Companies House has extended powers to check data submitted to it against data held in other databases, such as the Passport Office. The Registrar is also empowered to proactively inform security agencies of potential wrongdoing and share relevant data.

• Corporate Directors

The proposed long-standing restriction on the use of corporate directors will finally be introduced. A company can currently have any number of corporate directors as long as one is a “natural” director. To increase transparency, a company will only be able to retain and appoint a corporate director if all the corporate director’s own directors are natural persons; those natural persons are, before the corporate director is appointed, subject to the identity verification process; and all corporate directors must be UK companies or registered entities, overseas corporate directors will not be allowed. No date has yet been set for this to be introduced.

• Lawful Purpose and Transparency of company ownership

New company incorporation requirements include a statement by subscribers that the company is being formed for a lawful purpose. A new statement is also included in the annual confirmation statement that the company's future activities will be lawful. 

Private companies will be required to provide a one-off full shareholder list to Companies House. 

• New Email contact address and registered office address to be "appropriate"

There is a new requirement for companies to provide Companies House with an email contact address.

There is also a new requirement for a registered office address to be an "appropriate address", i.e. one at which, in the ordinary course, a document addressed and delivered to the company would be expected to come to the attention of someone acting for the company and where the delivery can be recorded by obtaining an acknowledgement of delivery.

• Changes to the rules on company registers

Companies are now required to keep their own register of members but the requirement for companies to keep their own registers of directors, directors' residential addresses, secretaries and people with significant control has been abolished. These will be maintained at and by Companies House on the central register. The register at Companies House is the sole, verified source of this information and will be automatically updated when a filing is made. Changes to the information contained in each register must be notified to Companies House.

• Company and business names

There are new protections against the misuse of company and business names.

• Prevent abuse of personal information

Individuals will have greater rights to ask for personal information to be suppressed and hidden from public view.

• Streamlined filing framework – Accounts 

With effect from 1st April 2027, several new provisions will be in force. It is intended that all information will be filed digitally. Filing options available to small and micro companies will no longer include “abridged” and “filleted” accounts. These companies will be required to file a full balance sheet and profit and loss account. Small companies will also need to include a directors’ report (for micro entities this will be optional).

Timing for Implementation of reforms

The ECCTA has needed implementing secondary legislation. Many of the changes have also required significant development and upgrades to Companies House systems and procedures. The ECCTA will therefore take some time before it is fully in force. However, to date many measures are in force, most significantly mandatory identity verification of individual directors and PSCs from 18th November 2025.

Fees

Companies House fees have increased. Fees are set on a cost recovery basis which means that they must cover the cost of the services Companies House delivers. A list of current fees can be viewed here.