Recent changes to company law – a year in review and the year ahead

You may be familiar by now with the Economic Crime and Corporate Transparency Act 2023 (“ECCTA”), or more likely a number of communications by Companies House about changes to company law, which have been brought forward in phases over the past couple of years, with implementation set to end by 2027. So, what has come into force and what can you expect from 2026…

• All companies need to have an appropriate registered office address, supply a registered email address and confirm both on incorporation;
• When filing the company confirmation, a statement that their activities are lawful is required;
• A new corporate offence of failure to prevent fraud;
• Mandatory director & person with significant control (“PSC”) identity verification;
• Reduction in the number of statutory registers – there’s no longer a requirement to hold registers of directors, secretaries, or PSCs, only a register of members;
• Changes to Companies House fees.

We will start to see Companies House fine tune its new powers in a number of ways that affect companies:

• Accounts: Companies House is transitioning towards filing accounts by software only. Micro entities will soon be required to file their balance sheet and profit and loss account, whilst Small companies will be required to file their balance sheet, a directors’ report, auditor’s report (unless exempt) and profit and loss account. Companies House will also do away with ‘abridged’ accounts. These will be introduced in April 2027.
• Corporate directors and company ownership: Companies will be required to enter full names of shareholders in their register of members and to inform Companies House with a one-off shareholder list. There must also be an all-natural person board where there is a corporate director. There is no fixed date for this to come into force.
• Amendments to directors’ general duties (s172 Companies Act 2006): The Company Directors (Duties) Bill (the “Bill”) is awaiting its second reading in Parliament. The Bill will require company directors to balance their duty to promote the success of the company for the benefit of its members with duties in respect of the environment and the company’s employees, with a greater emphasis on the social impact of a company’s activity.

We suggest taking each of the bullet points under section one in turn and ensure you are compliant with current law. A quick win could be to review your company registers and decide how you would like to keep these going forward. You should also ensure your register of members contains a service address for each member as part of recent changes.