The Economic Crime and Corporate Transparency Act 2023 (ECCTA) introduces wide-ranging reforms to company law that will significantly impact the way in which UK companies are run.
Company secretaries will be at the forefront of ensuring that their organisations comply with the changes (including those outlined below) against the backdrop of increased investigative and enforcement powers for Companies House.
New Companies House powers
Companies House now has the power to scrutinise filings more closely for errors or inconsistencies. It can query, request further evidence and reject information filed with it. It can also remove material on the register that does not appear to be correct.
Companies House can also now impose civil financial penalties as an alternative to commencing criminal proceedings. This applies to most Companies Act 2006 offences, including late filings.
Company secretaries should ensure that robust procedures are in place to ensure the accuracy of all information filed at Companies House and to quickly respond to any requests from the Registrar.
Failure to respond to a request for information from the Registrar "without reasonable excuse" could result in a potentially unlimited fine or even a prison sentence.
False or misleading information provided to Companies House could result in an unlimited fine. Where this is done "knowingly", it could result in a prison sentence.
New identity verification requirements
Directors and persons filing at Companies House
From 18 November 2025, ECCTA will introduce new mandatory identity verification (IDV) requirements for all directors of UK companies. This requirement is also expected to be extended to directors of overseas companies with a UK establishment registered at Companies House, although the timing of this is unclear.
It will be an offence for an individual to act as a director if their identity has not been verified. Breach could lead to potentially unlimited fines for the offending director, the company, and its other directors.
From Spring 2026, only company officers and employees who have had their identity verified will be able to make filings at Companies House on behalf of that company. They will not, as it stands, be able to file on behalf of another group company of which they are not an officer or an employee.
However, it will be possible to file through an authorised corporate service provider (ACSP). ACSPs are intermediaries, such as Taylor Wessing, which are supervised by an anti-money laundering supervisory body and registered as an ACSP with Companies House.
Company secretaries only need to have their identity verified if they file documents at Companies House (as will likely be the case) or they fall within one of the compulsory categories (eg, they also serve as a director).
Company secretaries will need to develop a clear strategy for determining which individuals need their identities verified. Procedures will need to be established to communicate the requirements to those individuals and support them in completing the process.
Consideration will also need to be given to how the potentially vast amounts of personal data will be collected, managed and stored securely.
Company secretaries of groups with a central company secretarial function will also need to consider how the restriction on people filing at Companies House may impact the ability of other group companies to continue to file once the law comes into effect.
See our article here for further detail on IDV requirements and how to meet them. Also, see our article here for further details on directors' obligations and liabilities.
All LLP members will need to have their identity verified. This is expected to apply from 18 November 2025 for individual members of LLPs. The IDV requirements for corporate members of LLPs will take effect at a later date.
The regime requiring PSCs to have their identity verified will also commence on 18 November 2025. Requirements will be introduced at a later date for registrable relevant legal entities (RLEs), who will need to nominate a director as a 'relevant officer' and confirm their identity has been verified.
Companies will not have a direct duty to ensure a PSC or an RLE complies, but they may wish to inform them of the requirements as part of their shareholder engagement plans.
Changes to central and local registers
From 18 November 2025, companies will no longer be required to hold their own register of directors, register of directors' residential addresses, register of secretaries and PSC register. Instead, companies will simply need to file equivalent information with Companies House as they do now. Failure to do so will result in a potentially unlimited fine.
In practice, most companies will likely maintain this information internally for good housekeeping.
Given the Registrar's enhanced powers to impose financial penalties for late filings, company secretaries should ensure that appropriate procedures are in place for the prompt filing of the required information at Companies House.
The option to keep the register of members on the central register at Companies House will also be removed. Companies currently using the central service should obtain copies and establish, and prepare to maintain, the register in-house.
There will also be new information requirements for members who are individuals. This includes a member's forename and surname – initials and abbreviations will no longer be allowed.
Company secretaries should review the register for any gaps and, if necessary, use new powers to request missing information. Members who do not comply with such requests will commit a criminal offence punishable by a fine or even imprisonment.
Company secretaries should also prepare for a new obligation to submit a full list of shareholders to Companies House.
New restrictions on corporate directors
It is anticipated that new restrictions expected to come into force in parallel with ECCTA (exact timing unclear) will limit corporate directors to only UK corporate entities with legal personality, whose directors are all natural persons who have had their identities verified.
Company secretaries should identify any corporate directors within their company or group. They should prepare to remove those who will fall foul of the new restrictions, or take steps to ensure that (a) all directors of that corporate director are natural persons and (b) have had their identity verified.
New corporate criminal liability under ECCTA
From 1 September 2025, large organisations could face criminal liability if they fail to prevent associates (employees, agents, subsidiaries) from committing fraud offences intended to benefit the organisation or its customers.
ECCTA has also expanded the category of persons whose conduct may result in criminal liability attaching to the company if they commit a specified economic crime (eg fraud, false accounting, false statements etc.).
See our previous articles here and here for a summary of these changes and how companies can prepare.
Company accounts
Company secretaries should also be aware that ECCTA will streamline the accounts filing options for small companies and micro-entities (timeline to be confirmed):
- Micro entities will need to file their annual accounts (including a profit and loss account) and (unless exempt from audit) auditors' report.
- Small companies will need to file their annual accounts, directors' report and (unless exempt from audit) auditors' report.
- Companies relying on audit exemption will need to include a directors' statement confirming the basis for the relevant exemption.
Following these reforms, Companies House should be able to mandate software-only filing for all accounts. This reform will take place following an extensive formal notice period (timeframe not yet available).
Get in touch with your usual Taylor Wessing contact for further information as to how we can help.
