22 Apr

Introduction / For Directors / For Shareholders / Company Information / False Statement Offences / Abolition of Statutory Registers / Company Secretarial Processes / Accounts & Reports / Lawful Purpose Confirmation / The Identification Doctrine / CH Fees / Check for ECCTA compliance / Conclusion 


The Economic Crime and Corporate Transparency Act 2023 (ECCTA) is an important piece of legislation that is directed at preventing abuse of UK corporate structures, increasing corporate transparency, and reducing economic crime. 

This article provides a summary of some of the key points of the ECCTA and the actions that companies and directors should consider in response to the changes. 

For Directors

  1. Incorporation of a company: The identity of proposed directors must be verified before incorporation.
  2. Appointment/Removal: It is an offense for a person to act as a new director without verifying their identity. Directors must notify Companies House (CH) within 14 days of appointment or removal.
  3. Disqualification: New grounds for disqualification have been added, including persistent breaches of filing obligations and ID verification requirements.
  4. Identity verification: All directors, persons with significant control (PSCs), and relevant officers of relevant legal entities (RLEs) must verify their identity at CH. Non-compliance is a criminal offense.
  5. Corporate directors: These will be banned with the exception that the corporate director to have a legal personality (registered in the UK) and all the directors of the corporate director will have to be natural persons and have had their ID verified.
  6. Director details: Any changes in details must be reported to CH within 14 days- e.g. residential address or country of residence.

For Shareholders: 

The ECCTA introduces new obligations for members of companies. Shareholders are required to provide companies with their full name and address information. 

Ongoing Obligation: If any information about a shareholder changes, they have an ongoing obligation to update the company within two months of the change. 

Company's Power to Require Information: Companies have the power to issue a notice to a member, requesting them to provide any required information. The member must comply with the notice within one month. 

Criminal Offense: Failing to comply with the company's notice without a reasonable excuse is considered a criminal offense. 

These obligations aim to enhance transparency and ensure that accurate and up-to-date information about shareholders is maintained by companies. 

It is important for members to fulfill these obligations to comply with the ECCTA requirements. 

Company Information

  1. CH powers: CH has the power to query filings, request further evidence, reject filings, and remove material from the register more swiftly. All information must be filed electronically.
  2. CH fees: CH fees have increased as of May 1, 2024, to cover the cost of expanded services and enforcement powers.

False Statement Offences

The offense of providing misleading, false, or deceptive information to CH has been expanded. It now applies to any person providing such information without reasonable excuse.

Abolition of Statutory Registers

Companies no longer need to maintain registers of directors, directors' residential addresses, secretaries, or people with significant control. All relevant information must be provided to and maintained at CH. 

Register of Members: 

The register of members must be maintained at the registered office and include full names and service addresses. Companies must provide a full list of shareholders in their first confirmation statement after this provision is in force. 

Persons of Significant Control (PSCs) and Relevant Legal Entities (RLEs): Individuals who are PSCs or relevant officers of RLEs must have their identities verified. 

Companies have new duties to collect and report information about their PSCs to CH. 

Company Secretarial Processes

As of 4th March 2024, CH has the power to query any filings, request further evidence and/or reject any filings and remove material from the register more swiftly. CH will be able to require all information to be filed electronically. 

  1. Registered Office Address: Companies must have an appropriate registered office address where documents can be expected to come to the attention of a person acting on behalf of the company.
  2. Registered Email Address: Companies must maintain an appropriate email address where emails can be expected to come to the attention of a person acting on behalf of the company.
  3. Company Names: Further restrictions have been imposed on the use of certain company and business names to improve the integrity of the register at CH.

 Accounts & Reports

Filing requirements for micro-entities and small companies are clarified. Small companies will no longer be able to file abridged or filleted accounts. All companies are expected to electronically file their accounts in the future. 

Lawful Purpose Confirmation

When incorporating a new company, the initial shareholders must confirm that the company is being incorporated for a lawful purpose. Annual confirmation statements must also confirm the intended future activities of the company are lawful. 

The Identification Doctrine

The identification doctrine, as introduced by the ECCTA, broadens the concept of corporate liability for economic crimes. Under this doctrine, not only the corporate entity itself but also senior managers acting within their authority can be held liable for economic crimes. This extends the scope of individuals whose conduct may result in corporate liability. 

CH Fees

Fees have increased as of 1st May 2024. As CH fees are set on a cost recovery basis, they must cover the cost of the services they deliver - CH incorporation and registration fees

Check for ECCTA compliance: 

Review Board Composition: Identify any corporate directors and consider changes to the board composition by removing any corporate directors. 

Eligibility of Directors: Ensure that all directors are eligible to act and are not disqualified under the updated directors' disqualification regime. 

Maintain Internal Registers: Maintain internal registers for governance purposes, considering the abolition of statutory registers. 

Review and Rectify Information: Check the accuracy and up-to-dateness of information held in existing statutory registers. Address and rectify any known errors, omissions, or inconsistencies with information held at Companies House (CH). 

Verify PSC Information: Review and ensure the correctness of information recorded about Persons of Significant Control (PSCs) and ensure that all PSCs have been correctly identified. 

Review Register of Members: Ensure that the information in the register of members is correct, including full names and addresses of all members. Provide a full list of all shareholders in the first confirmation statement after the relevant ECCTA provision is in force. 

Review Appointments at CH: Review all appointments at CH to ensure that board and secretarial compositions are accurate and up to date. 

Establish Filing System: Consider how the company typically makes filings at CH to ensure future filings will not be rejected for inconsistency. Consider implementing a new internal system to manage the new CH requirements. 

Monitor Identity Verification Requirements: Stay updated on the identity verification requirements and ensure that all board members, PSCs, and Relevant Legal Entities (RLEs) have up-to-date identity documents for when they will be required to verify their identity. 

Internal Policies for Information Changes: Introduce new internal policies to ensure timely sharing of information about directors or shareholders when changes occur, both within the company and with CH. 

Registered Office Address: Ensure that the registered office address is appropriate and complies with the new requirements. 

Registered Email Address: Maintain an appropriate registered email address that can be monitored by a person acting on behalf of the company. Compliance with Name Restrictions: Ensure that the company name does not breach any of the new restrictions imposed by the ECCTA. 

Comply with New Accounting Requirements: Ensure that future accounts meet the new requirements and are not abridged or filleted. Consider transitioning to software-only accounts filing. 

Impact on Stakeholders: Consider the possible impact of public availability of turnover and dividends on customers, suppliers, and employees. 

Staff Training: Consider whether any internal staff training is required to ensure compliance with the ECCTA and the new obligations. 


The ECCTA brings significant changes to corporate governance and filing requirements.  

Directors and companies must be aware of these changes and take appropriate actions to comply with the new legislation.  

By understanding the key points of the ECCTA and implementing the necessary measures, companies can ensure compliance and contribute to the prevention of economic crime and increased corporate transparency. 

See also: Forming a limited liability company

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Registered Office: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ

Note: This publication does not necessarily deal with every important topic nor cover every aspect of the topics with which it deals. It is not designed to provide legal or other advice. The information contained in this document is intended to be for informational purposes and general interest only. 


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