Goodbye 2023, hello 2024 and changes to Companies House

Whilst the commotion caused by the case of Hashmi v Lorimer-Wing [2022] (in which it was held that the ‘Model articles for private companies limited by shares’ (the ‘Model Articles’) are inadequate for companies with a sole director) and the subsequent relief following the case of Re Active Wear Ltd [2022] (in which it was held that the Model Articles are adequate for companies with a sole director), as well as the (albeit limited) guidance provided to the directors of companies facing financial difficulties in BTI 2014 LLC v Sequena SA and others [2022] in 2022 have been difficult to rival, multiple noteworthy cases engaging corporate law were heard in 2023, including Stephen John Hunt v Jagtar Singh [2023] and Re Milestar Ltd [2023], which can be read about on our website.

As 2023 draws to a close, we look to the future, and it appears that notable changes to corporate law and practice will be enacted next year, under the authority of the Economic Crime and Corporate Transparency Act 2023 (‘the Act’), which become law in October.

The Act paves the way for significant changes to be made in relation to the role and powers of Companies House. The Act introduces explicit statutory objectives for the Registrar of Companies, based on ensuring that information which needs to be filed with Companies House is so filed, that such information is accurate and not misleading, and preventing companies from carrying out unlawful activities.

Changes to be enacted under the Act include:

• Conferring more effective powers on Companies House to query information submitted to it and enforce relevant legal rules
• Introducing ID verification requirements for company directors, people with significant control and people who file information on behalf of companies
• Requirements to file accounts by software
• Requirements to provide a registered email address
• Requirements to confirm on a company’s confirmation statement that its future activities will be lawful
• Increases to Companies House’s fees
• Changes to the suppression and protection of personal information

The changes mentioned above will inevitably increase the administrative burden on companies and people who file information on their behalf, and potentially lead to more enforcement action being taken against companies and their officers for breaching the law.

Clarkslegal’s Corporate team can provide advice to help ensure that companies uphold company law and minimise the risk of penalties being imposed.