The Economic Crime and Corporate Transparency Act 2023 introduced significant Companies House reforms. These include new rules for registered offices, a requirement to provide a registered email address and the need to make a statement of lawful purposes. These changes come into effect from 4 March 2024.

Key dates

The new rules in relation to registered office addresses come into effect from 4 March 2024. From the same date, new companies must provide a registered email address and statement of lawful purpose when they incorporate. Existing companies must provide this information in their first confirmation statement on or after 5 March 2024.

This note explains the changes.

New rules for registered offices

New rules for registered office addresses come into effect from 4 March 2024. Under the new rules, companies must have an ‘appropriate address’ as their registered office at all times. This is an address where any documents that are sent to the registered office should be expected to come to the attention of a person acting on behalf of the company and one where the delivery of any documents sent by recorded delivery can be acknowledged. These changes mean that it will no longer be possible for a PO Box to be used as a registered office from 4 March 2024 onwards. However, a third party address, such as an accountants’ premises, can still be used as a registered office address as long as that address meets the conditions for an ‘appropriate address’.

If you currently use a PO Box as your registered office, you will need to change this to an ‘appropriate address’ by 4 March 2024. You can do this online at www.gov.uk/file-changes-to-a-company-with-companies-house.

It is important that you check that your registered address meets the conditions for an ‘appropriate address’. Companies that do not have an appropriate registered office address could be struck off the register of companies.

Where Companies House discover that a company does not have an appropriate registered address, they will change it to a default address held at Companies House. If this happens, you must provide an ‘appropriate address’, together with evidence of that address’ within 28 days. If this is not received within the time limit, Companies House will start the striking off procedure.

Registered email address

Also from 4 March 2024, all companies will be required to provide a registered email address to Companies House. However, your email address will not be published on the public register.

New companies will from 4 March 2024 be required to provide a registered email address when they incorporate. Existing companies will be required to provide a registered email address when they file their first confirmation statement with a statement date on or after 5 March 2024. The online confirmation statement service will contain a prompt requiring the provision of an email address.

Companies House will use the email address provided to communicate with you about your company. It is therefore important that the address provided is one that is monitored regularly so that communications are not missed. You can also update your email address online using Companies House using their new ‘update a registered email address’ service.

Companies will have a duty to ensure that Companies House has an appropriate registered email address at all times. Companies that fail to do this will be committing an offence.

Statement of lawful purpose

If you incorporate a company on or after 4 March 2024, you will need to confirm that you are forming the company for a lawful purposes. You will also need to confirm that the company’s intended activities are lawful on the confirmation statement. Documents will not be accepted without a statement of lawful purposes.

This change is intended to make it clear that all companies on the register have a duty to operate in a lawful way. Companies House may take action if they receive information that indicates that this is not the case.

Existing companies will need to make a statement of lawful purpose when they file their first confirmation statement with a statement date on or after 5 March 2024. The online confirmation statement service will prompt you to do this.

Please feel free to forward this newsletter to any colleagues or friends who may be interested in it.

For more information or to discuss any issues raised above please contact Simon Bell by phone on 01376 571358 or email [email protected]

This article is written in general terms and therefore cannot be relied on to cover specific situations; applications of the principles set out will depend on the particular circumstances involved and it is recommended that you take professional advice before acting or refraining from acting on any material in the newsletter.Co