Legal Update: Upcoming Changes to the Register at Companies House

Under the Economic Crime (Transparency and Enforcement) Act 2022, entities which own real estate in the United Kingdom but are incorporated in another jurisdiction are required to register on the Companies House Register of Overseas Entities and, most crucially, make a disclosure regarding their beneficial owners.

There are now more than 30,000 such entities on the Companies House register since its launch on 1 August 2022.  On 3 January 2024, Louise Smyth, Registrar of Companies for England and Wales, confirmed that certain changes being made to company law will be introduced in March 2024 that will “not only strengthen [the] powers [of Companies House], but also contribute to a fairer and more transparent business environment.”

These new rules, which will apply to all companies registering at Companies House, including overseas entities registering on the Register of Overseas Entities, include:

• greater powers for Companies House to query information (including scrutinising and rejecting information that appears incorrect or inconsistent with information already on the register and, in some cases, removal of such information);
• stronger checks on company names;
• new rules for registered office addresses including a ban on using a PO Box for a company’s registered office address – this change will be particularly important for many overseas entities because numerous registered agents use PO Boxes.
• a requirement for all companies to supply a registered email address;
• a requirement for all companies to confirm on incorporation that they are forming the company for a lawful purpose and annually that the company's future activities will be lawful;
• annotations on the register to let users know about potential issues with the information that has been supplied to Companies House;
• taking steps to clean up the register, using data matching to identify and remove inaccurate information; and
• sharing data with other government departments and law enforcement agencies.

Healys LLP has assisted and continues to assist UK and overseas corporate clients with governance and corporate compliance issues, including verification, filing of applications for registration on the Register of Overseas Entities and updating information on the public register.  For further details please click here to read a recent article by Tim Sadka and Elizabeth Howlett on the new rules and their impact moving forward.

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