The Economic Crime & Corporate Transparency Act 2023 – key points to note

What Will ECCTA 2023 Reform at the Companies House?

• Increase the ability to check, reject/remove information that is submitted to it
• Give power to require additional information related to filings
• Outline specific objectives in CA2006
• Provide more freedom to make rules that require digital delivery of documents and group filings
• Improve sanctions against those that fail to provide an appropriate office address
• Create an obligation to analyse information for crime prevention
• Give new powers to change a company’s name and to remove a name from the register
• Provide the right to be proactive in sharing information, especially with other public bodies

Four New Objectives for the Registrar of Companies (s1081A CA2006)

• 1. To ensure that anyone who has to deliver a document to the registrar does so, complying with proper delivery
• 2. To ensure that information contained in the register is accurate and that the register contains everything it ought to contain
• 3. To ensure that record kept by the Registrar do no create a false/misleading impression to members of the public
• 4. To prevent companies and others from carrying out unlawful activities

Ability to Require Additional Information to Material Filed at Companies House (s1092A and s1092B CA2006)

The Registrar will have the ability to ask a person to provide further information to determine if that person has complied with their statutory obligation to deliver a document to the Registrar. Additionally, to determine if any of the information received by the Registrar should be kept on the Register. It should be noted that the Registrar may specify the form, manner and time period in which the additional information should be provided.

Criminal Offences under the ECCTA 2023

It is a criminal offence for a person to not provide the additional information required by the Registrar without a reasonable excuse. This offence may be punishable by fine or imprisonment, or both. It is important to note that if a person makes a statement in response to the requirement to provide the further information to the Registrar, then this statement cannot be used against this person in criminal proceedings (if they have been charged with certain offences).

Registrar’s Ability to Reject Documents (s1073A CA2006)

The Registrar may refuse to accept and register a document (by notice in writing) if:

• The Registrar deems that the document is inconsistent with other information that is held by/ is available to the Registrar
• Following, the Registrar may have reasonable grounds to question whether the document’s contents comply with any of the requirements

Identification and Resolution of Inconsistent Documents (s1093 CA2006)

Currently, the Registrar can notify a company if the information that has been delivered seems to be inconsistent with information that is held on the register. Additionally, the Registrar can require a company to take steps to resolve the inconsistency by either providing additional or replacement documents.

With the implementation of ECCTA 2023, the Registrar will be able to consider any information within the documents that have been delivered to it (as opposed to what is only on the register) to decide if a company should be issued with a notice to resolve the inconsistency. If a company is issued with such notice, then they may be asked to resolve the inconsistency by any way, not just by delivering replacement or additional documentation.

Economic Crime & Corporate Transparency Act 2023 Power to Remove Material

The substitution of s1094 CA2006 will broaden the types of material that the Registrar can remove and will permit the Registrar to unilaterally decide (or by application) to remove material. It should be noted that secondary legislation can limit the Registrar’s power to remove materials, if they are of a specific description.

Create Rules Requiring Documents to be Delivered Electronically (s1068A CA2006)

Registrar may require a person to file certain documents together electronically.

Preventing and Detecting Crime

The introduction of s1062A CA2006 will require the Registrar to analyse information that is within their possession to prevent crime, if the Registrar finds it appropriate to do so.

The addition of s1110F will permit information to be disclosed for various purposes, including:

• To any person for purposes connected with the carrying out of any of the Registrar’s functions
• To a public authority for purposes connected with the carrying out of any of that public authority’s function
• To a person of a description, and for a purpose, as may be specific in secondary legislation

Increased Powers Regarding Potentially Fraudulent Company Names

An amendment to ss64, 67, 73, 75, 76 CA2006 will permit the Registrar to omit references to a company’s name from any material that is available to the public, if the company has been directed to change it.

Further, s76D CA2006 will set out that if the company fails to change its name after being directed by the Registrar, then the Registrar will have the power to change it.

Requirement for Company to Have an ‘Appropriate Registered Office Address’

A registered office address will be considered ‘appropriate’ if, in its ordinary course, a document that is addressed to a company is being delivered either personally or by postal service, the document would gain the attention of someone acting on behalf of the company. Moreover, if the documents that have been delivered to that office address can be recorded by obtaining an acknowledgement of delivery.

The company and every officer will commit an offence (punishable by fine), if they do not maintain an appropriate office address.

An amendment to s1097A will permit secondary legislation to provide the Registrar the power to change a company’s registered office address, if it is deemed by the Registrar to not be appropriate. Additionally, to strike a company’s name off the register, if it does not maintain an appropriate office address.

How can Blake Morgan help?

Our team of Insolvency & Business Support team are nationwide experts in both personal and corporate insolvency, and advise insolvency practitioners, funders, debtors, creditors, business stakeholders and individuals on the management and recovery of debt and assets. If you need legal advice on issues relating to the Economic Crime & Corporate Transparency Act 2023, contact our specialists.