News & Views

Navigating company law changes in 2025

Following Royal Assent on 26 October 2023, the changes to the Companies Act 2006 made by the Economic Crime and Corporate Transparency Act 2023 (ECCTA) have been implemented via a phased approach, with many of the new measures due to come into force in 2025.

What are the changes, and how might they affect your business?

Below are the six main company law changes taking place in 2025 with some guidance to help you successfully navigate them.

Change 1 - Identity verification for officers and persons of significant control (PSCs)

Requirements: all company directors, PSCs, and individuals delivering documents to Companies House must verify their identity via a verification system.

Implementation date: commencing 25 March 2025 for voluntary verification, whereafter compulsory verification will be implemented in Autumn 2025 (with a 12-month transition period for existing PSCs and directors).

Compliance steps:

• Existing officers & PSCs: ensure that all officers and PSCs complete the identity verification process within the transition period.
• New appointments: establish new processes to ensure that all new officers or PSCs verify their identity prior to their appointment.

Change 2 - Registration of authorised corporate service providers (ACSPs)

Requirements: ACSPs are individuals or organisations that undertake anti-money laundering (AML) supervised activities on behalf of others. Companies House will begin authorising ACSPs to carry out verification services for companies (see point 1 above). ACSPs will need to be registered in the UK and subject to the UK’s anti-money laundering regime.

Implementation date: authorisation will begin from 25 February 2025, with enforcement anticipated to commence in Autumn 2025.

Compliance steps:

• Companies must ensure that any third-party ACSPs engaged to facilitate its filings are registered and compliant with all AML regulations.
• Confirm that the registered office address complies with the new rules.

Change 3 - Enhanced transparency for limited partnerships

Requirements: Limited partnerships (LPs) are now required to:

• Provide detailed information about their partners (names, contact details, and residential addresses, with privacy protections where applicable).
• Maintain a valid registered office address for official correspondence, disallowing PO Boxes or third-party addresses without explicit consent.
• File annual confirmation statements to verify the accuracy of their details.

Implementation date: anticipated to take effect late 2026 (exact date pending), whereafter Companies House will begin compliance checks on LPs that fail to meet the new requirements.

Compliance steps:

• Ensure partner details are accurate and up-to-date.
• Confirm that the registered office address complies with the new rules.
• Implement internal compliance processes to (a) ensure timely submissions of annual confirmation statements and (b) ensure any changes to this information are effectively recorded and a prompt notification made to Companies House.

Change 4 - Registered office and contact information

Requirements: All companies must:

• Use a registered office address that is not a PO Box or third-party address unless the provider has explicitly consented.
• Provide a registered email address for communications with Companies House.

Implementation date: this requirement took effect from 4 March 2024 upon the filing of the next confirmation statement, thereafter, failure to comply could result in strike-off measures.

Compliance steps:

• Check and update the registered office address, while ensuring a functional and monitored email address is also registered.
• For existing companies yet to file their latest confirmation statement, the board must incorporate these updates into its next filing to avoid non-compliance.

Change 5 - Increased fees and financial penalties

Requirements: Companies must cover the cost of increased incorporation and filing fees to support enhanced enforcement activities, facing financial penalties for non-compliance, including late filings, inaccurate information, or failure to meet reporting obligations.

Implementation date: Fee increases and the ability to impose financial penalties officially took effect from 1 May 2024.

Compliance steps: Companies must adopt internal controls in order to:

• Update financial plans to account for the increased fees.
• Ensure timely and accurate submissions.
• Stay informed by monitoring Companies House communications for updates on penalties and enforcement actions.

Change 6 - Statement of lawful purpose

Requirements: Subscribers of newly incorporated companies must confirm that the company is being formed for a lawful purpose, while existing companies are required to include this statement in their annual confirmation statements.

Implementation date: this requirement took effect on 4 March 2024 upon the filing of the next confirmation statement.

Compliance steps:

• For existing companies that have yet to file their latest confirmation statement, the board must ensure to include a lawful purpose statement in their upcoming (and future) filings.
• Beyond the filing requirements, the board should also undertake an internal review of operations to ensure they comply with UK laws and regulations. This may also require amendments to the company’s articles of association to reflect lawful purposes.

Next steps

By taking these steps now, businesses can position themselves to meet the requirements of the ECCTA, avoid penalties, and contribute to a more transparent and secure economic environment in the UK.

For further information, please email Michael McKenna or call 0151 906 1000.