The main intended changes to be aware of are as follows:

Company names

Further restrictions on the use of certain company names are set to be introduced. A name may be prohibited if the proposed name could facilitate an offence of dishonestly or deception, suggests a connection with a foreign government, contains computer coding, gives a misleading indication of its activities or has been used or is intended to be used for criminal purposes. Companies House will be able to refuse to incorporate companies if the company’s name is non-compliant and will also be able to direct companies to change any non-compliant names.

Registered office address

There will be a duty on companies to ensure that their registered office address is at all times at an appropriate address. An appropriate address is somewhere where deliveries by hand or by post:

• would be expected to come to the attention of a person acting on behalf of the company; and
• the delivery is capable of being recorded by an acknowledgement of delivery.

Going forward, companies will no longer be able to use a PO Box as their registered office. Companies House has clarified that companies will still be able to use a third-party agent’s address provided such address meets the conditions for an appropriate address (as above).

As part of the ECCTA, Companies House will have new powers to sanction non-compliant companies. It has the power to change a company’s registered office address to a default address nominated by the Registrar, issue fines and, as a last resort, strike non-compliant companies off the register.

Registered email address

There will be a new requirement for all companies to provide a registered email address for communications with Companies House. Such email address must be appropriate, meaning that emails sent to it by the Registrar of Companies would be expected to come to the attention of a person acting on behalf of the company.

New companies will need to give a registered email address when they incorporate and existing companies will need to give a registered email address when they file their next confirmation statement that has a statement date on or after 5 March 2024.

The email address provided to Companies House will be hidden and will not be published on the public register.

If a company fails to maintain an appropriate email address without reasonable excuse Companies House have the power to sanction it by issuing fines.

Statement of lawful purpose

Upon incorporation subscribers (i.e. a company’s initial shareholders) wishing to set up a new company will, going forward, have to confirm that the newly incorporated company is being formed for lawful purposes. Existing companies will also be required, on an annual basis, to confirm that their intended activities are lawful – this statement will need to be made when companies file their next confirmation statement with a statement date on or after 5 March 2024.

Companies House increased powers

Companies House will have increased powers to query, challenge and reject information that companies provide which appears to be incorrect or inconsistent with the information already on the company’s register and in some cases Companies House will be able to remove such information. It is therefore very important to ensure the accuracy of all information submitted to Companies House, past and present and to amend/update any inaccuracies in your company’s filing history.

Steps to get your company ECCTA ready:

• Check whether your company’s registered office address is at an appropriate address. If it isn’t, this address will need changing and you will need to tell Companies House about the new address. It may also be worth considering putting in place an internal process to review the appropriateness of the registered office address periodically.

• Set up or choose an appropriate registered email address for your company that can easily be accessed by a number of people within the company to ensure all communications are received from Companies House. A registered email address will need to be provided in the next confirmation statement that is filed at Companies House with a statement date on or after 5 March 2024.

• It is important for existing companies to be aware of the requirement to make a lawful purpose statement. This statement will need to be provided by the company in the next confirmation statement that is filed at Companies House with a statement date on or after 5 March 2024.

• To prevent future filings being queried or rejected by Companies House for inconsistency with the company’s filing history, the company’s filing history should be reviewed (and any corrections made) to ensure that everything is up to date and accurate.

Need help?

Please contact Ellie-Jayne Cross, Solicitor in the Corporate Team on 01482 324252 or by email at ejc@gosschalks.co.uk for guidance on preparing for these changes.