In the first blog in this series, we flagged that big changes are on the way in 2024 for how UK companies, big and small, will be required to submit information and documents to Companies House.

In this blog, the second in our series, we explain the changes under the Act that are expected to be introduced on 4 March 2024 and what these will mean for your company.

New rules for registered office addresses

Companies will need to have an 'appropriate address' as their registered office – this means that documents sent to that address should be expected to come to the attention of a person acting on behalf of the company, and documents can be recorded by an acknowledgement of delivery. Without such an address, the company risks being struck off the register.

This means any companies using a PO box as their registered address must update this before 4 March 2024. Third party agent addresses can still be used provided they meet the requirements for an 'appropriate address'.

Registered email addresses

Companies must also give a registered email address to Companies House (which will not be made public on the register). This will be requested when a new company incorporates or, for existing companies, when they file their next confirmation statement.

Companies House will use this email address for communications about the company – as with the registered office address, the email address must be appropriate and any emails to that address should be expected to come to the attention of a person acting on behalf of the company.

Stronger checks on company names

Further restrictions on company names are being brought in (for both current and new companies) where such names could be used to facilitate crime or that give a false or misleading impression to the public. This means that Companies House will refuse to register companies with names that suggest connections with foreign governments or names containing computer code.

Lawful purpose statements

When incorporating, the members or shareholders of each new company will need to confirm they are forming the company for a lawful purpose and each year they will need to confirm the company's intended future activities are lawful as part of the annual confirmation statement. The first time existing companies will need to submit such a statement will be on their next confirmation statement after 5 March 2024.

The intention of these statements is to ensure all companies registered are operating in a lawful way. Companies House will not accept documents if these statements have not been made.

Annotations to the register

Companies House will have a new power to place notes on the register to address any confusion or where information appears misleading. This will be used to let the public know about any potential issues with information given to Companies House by the company.

Enhanced powers for Companies House to query information

Companies House is being given new and enhanced powers to query information and to request supporting evidence.

What does this mean? From 4 March 2024, Companies House will take a more robust approach in dealing with information submitted to it, both before and after it's accepted and published on the register. The regulator will be able to query information that was already filed on the register before these new powers came into effect.

'Queries' will start with requests for more information and supporting evidence. This might involve Companies House asking more questions – such as asking for more information if the age of a director seems unusual or questioning the dates of company resolutions when these are inconsistent with other filings.

Companies House can also require existing inconsistencies to be resolved and reject a document if it's inconsistent with other information on the register.

These new powers will allow Companies House to remove existing material that was previously accepted from the register. It is hoped this will reduce the need for court orders to remove information.

What do I do if Companies House asks for more information?

Companies House are expecting quick responses to their requests for information – otherwise they may escalate the case to a formal query. If escalated, you will have 14 days to respond to the formal query – otherwise you risk a financial penalty or prosecution.

Please do reach out to us if you receive any further requests for information as we may be able to help you.

Sharing data

Companies House will be shifting away from administrative processing of information to engaging in a more intelligent and analytical way. It plans to introduce better cross checking and sharing of data with other bodies including public authorities and government bodies as well as law enforcement agencies such as the police and Serious Fraud Office.

What should I do to get ready for the 4 March 2024 changes?

  • Agree who within your company will deal with any queries or requests for information received by Companies House
  • Review and select a registered office address and email address that meet the requirements of an "appropriate" address
  • Submit a lawful purpose statement as part of your next annual confirmation statement
  • If you have any concerns about historic filings you have made to Companies House, review these to ensure that no future filings will be refused on the grounds of inconsistency

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.