Companies House reform: new rules for officers

We have discussed the aims of the Bill and the Registrar’s new powers here, looked at the new identity verification process here and analysed the impact on company incorporations here. In this article, we will look at the proposed reform for company directors and shareholders, and what impact this may bring.

New rules for directors

In addition to identity verification, key things to note for directors include:

  • A person subject to UK sanctions cannot act as a director of a company, or form or manage one. These sanctions include:
    • Trade sanctions
    • Financial sanctions, including frozen assets
    • Immigration sanctions, known as travel bans
    • Aircraft and shipping sanctions
  • A person cannot act as a director of a company unless the company has notified the Registrar of the director’s appointment.
  • If a director is disqualified under the Company Directors Disqualification Act 1986, the director will automatically cease to hold office on disqualification.
  • In addition, corporate directors of UK companies will no longer be allowed to act as a director unless they satisfy an exemption, which will require the corporate director to:
    • Be an existing incorporated company in the UK and have only natural persons acting as directors; or
    • Have at least one natural person acting as a director in the company alongside the corporate director.

New rules for persons with significant control (PSCs)

PSCs must also go through an identity verification process, like directors. In addition to the requirement for identity verification mentioned above, the Registrar will make available:

  • More information from companies claiming an exemption from the requirement to provide details of their PSCs, including the reason for the exemption; and
  • The conditions satisfied which allow a relevant legal entity (RLE) to be recorded as a PSC.

Statutory registers

The Bill will propose that companies no longer need to keep their own register of directors, directors’ residential addresses, register of secretaries or a PSC register, however they are still required to notify Companies House of any related changes.

Shareholders and the annual confirmation statement

Private companies will no longer be able to keep its register regarding their shareholders on the Companies House register – they will now have to maintain this themselves. As a one-off, the register must include full names and addresses of individuals in the next annual confirmation statement, after the Bill is passed.

Preventing the abuse of personal information

The Bill includes the ability for individuals, whose details appear publicly on the Companies House register, to apply to have their personal information suppressed from public disclosure.

Individuals can apply to suppress:

  • Residential address in most instances where it appears on the register (for example, when used as a registered office address)
  • Signatures
  • Business occupation
  • The day of date of birth for documents filed prior to 10 October 2015
  • Name (current or previous)
  • Sensitive addresses, with evidence that the residents are at serious risk of violence or intimidation

What these changes mean

In summary, these changes are welcome and will bring a positive impact in ensuring the prevention of personal data abuse, and that directors are appropriately appointed. It is also useful for individuals who will have greater ability to suppress their personal information to help with data protection breaches.  However, it does seem that it will bring on additional burdens where companies can no longer hold their statutory registers with Companies House -they may have to either ensure that individuals within the company have the capabilities of ensuring such registers are updated appropriately and as per the Companies Act 2006, or seek assistance elsewhere, such as from an Authorised Corporate Service Provider (“ACSP”), which can be an additional financial burden to the company.

You can read our full analysis of all major parts of the Bill and the Companies House reform below:

We will continue to follow the Bill’s progress as it makes its way through Parliament. If you require further information, please get in touch with Katie Holden, Senior Manager, or a member of the Company Secretarial team.

Companies House reform: new powers for the Registrar

The Registrar of Companies role will also change – it will promote and maintain the reliability of the Companies House register. Due to its lack of regulatory power, Companies House is unable to investigate companies it believes may be used for money laundering or fraud. As a result, The Bill aims to enhance the Registrar’s powers, so it becomes a more active gatekeeper for company creations with more reliable data, rather than being a largely passive recipient of information, as it is now.

New Registrar powers

The Bill proposes that new powers should be introduced for Companies House to:

  • Reject and query documents with inconsistencies against information already on the register, where those documents could be fraudulent.
  • Remove material from the Companies House register.
  • Request additional information in relation to the delivery of documents to Companies House.
  • Share data with law enforcement and other public authorities where necessary.
  • Impose financial penalties for those engaged in conduct amounts to an offence, under the Companies Act 2006.
  • Change a company’s registered office address and take action against those who fail to provide one.
  • Remove constraints on the Registrar’s ability to make rules regarding the digital delivery of documents and filings.

How will companies be affected by these new powers?

The proposals to enhance the Registrar’s powers is just one part of the wider Economic Crime and Corporate Transparency Bill. These changes have been long anticipated, and they will represent a positive and significant change to the way that Companies House will operate and how companies need to be administered. One of the benefits of increasing the Registrar’s powers is that Companies House will be able to remove material from the register, rather than having to seek a court order, which is time consuming and costly for companies. In addition, there will be more security in ensuring that accurate information is held on public record, stopping fraudulent documents from being filed – such as false accounting documents – or a director from being appointed who is on the UK sanctions list. With additional powers, the Registrar will be able to help protect companies and their employees from such fraudulent activities and other harms.

We have provided analysis of:

We will continue to analyse all parts of the Bill to ensure you are well informed and understand how it could impact you.

If you require further information, please get in touch with Katie Holden, Senior Manager, or a member of the Company Secretarial team.

Companies House reform: the impact on company incorporations


For new company incorporations, individuals must confirm that they wish to form a new company for lawful purposes. Individuals must also confirm that none of the proposed officers or persons with significant control (PSCs) are disqualified from being a director, under the directors’ disqualification legislation (the Company Directors Disqualification Act 1986). If the subscribers are individuals, the Bill will make it clear that their full name is required to be included on the memorandum of association.

Company names

The Bill proposes that the Registrar will be able to reject company incorporations where the company name:

  • Contains or includes a computer code.
  • Could be used to facilitate crime.
  • Suggests a non-existent connection with a foreign government or an international institution.

A company’s registered name can also be challenged on the basis that  it may be confused with a name which has generated goodwill, and would be likely to mislead anywhere in the world, not just in the UK as it is now. It will also be an offence to use a business name in the UK that suggests a connection with a foreign government or international body, where none exists.


The Bill will give the Registrar new powers to change a company’s name if it falls into the new stipulations above or under the Companies Act 2006.

If a company fails to make the required name change within a defined period, the Registrar will have the power to replace that company’s name with its company number.

Any individual who uses a business name which the Registrar has said should be changed, will be committing an offence and could face a penalty of up to £1,000 if they continue to use that name.

Registered offices and email addresses

A company’s registered office will now be required to be at an “appropriate address”. This is an address where:

  • A document addressed and delivered to the company would be expected to come to the attention of a person acting on behalf of the company; and
  • The company can receive an acknowledgement of delivery of the documents.

Companies will also be required to maintain an “appropriate email address” – one where any emails sent by Companies House will be seen by the person acting on behalf of the company.

First Annual Confirmation Statement

As a one-off, in the first confirmation statement following company incorporation, and after the relevant section of the Bill comes into force, companies whose shares are not publicly traded will need to provide the names and addresses (as they appear in the company’s register of members) of all their members. Publicly traded companies will have to provide names and addresses of members holding at least 5% of the issued shares of any class of the company.

Further commentary

In summary, these changes are welcome in ensuring fraudsters are unable to incorporate companies to exploit the UK’s economy, but it does come with its own challenges. The Bill will make registering a new company more time consuming, which before was relatively easy. With this, there are concerns about whether the Registrar will have adequate resources to allow for such checks to be conducted thoroughly.

Additionally, the new incorporation penalty fees are the lowest in the world, with the majority of incorporations being processed within 24 hours. If the government is serious about developing its role as a ‘gate keeper’, it must focus on ensuring adequate checks are being made, rather than focusing on swift turnarounds on incorporations.

We will continue to follow the Bill’s progress as it makes its way through Parliament. In the meantime, we will continue our analysis of the Bill to focus on the new rules for directors in our next post. If you require further information, please contact Katie Holden, Senior Manager, or a member of the Company Secretarial team.

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