The Act makes a range of changes to the objectives and powers of Companies House. It introduces identity verification for new and existing directors, persons with significant control ("PSCs") and individuals delivering documents to the Registrar. An individual's identity will need to be verified either by Companies House, or an authorised corporate service provider (such as a law firm which has registered with Companies House).
Companies House will have increased powers to verify and decline information submitted or already existing on the register, as well as further investigative and enforcement powers. More protection will also be given to personal information supplied to Companies House, in an effort to limit the opportunities for fraud. In certain circumstances, individuals on the register will be able to apply to have their personal information removed from public view (further regulations are expected to confirm who would be eligible to apply for this).
The Companies Act 2006 currently provides that the role of the Registrar is to register company information and make it publicly available. The Act is intended to improve the accuracy and integrity of information on the register, and gives Companies House new powers to achieve this, including the right to:
- reject documents for inconsistencies;
- require additional information;
- require inconsistencies to be resolved;
- remove from the register existing material previously accepted;
- require businesses to report discrepancies;
- analyse information for the purposes of crime prevention or detection;
- make provision for financial penalties for breaches to the Companies Act 2006; and
- require delivery by electronic means.
Various changes to procedures and reporting requirements are made by the Act and these will directly impact existing or new companies when they are introduced. The changes include the following:
- Directors will be prohibited from acting unless their identity has been verified or they fall within an exemption (a list of exemptions has not yet been published). An obligation will be placed on companies to ensure that individuals do not act as directors until their identity has been verified;
- Companies will no longer be required to maintain their own PSC register, this will just be held at Companies House;
- On incorporation of a company, a statement of lawful purpose must be made and the full name of subscribers must be included in the memorandum of association;
- There will be a requirement to maintain an email address for the company, which must be appropriate. An email address is deemed appropriate if an email sent to it by Companies House would be expected to come to the attention of a person acting on behalf of the company;
- Further restrictions on company names are introduced by the Act;
- A company's registered office address must be an appropriate address. Similar to the appropriate email address, a registered office address will be deemed appropriate if documents sent to it by Companies House would be expected to come to the attention of and be capable of acknowledgement by a person acting on behalf of the company;
- It will no longer be necessary for companies to maintain their own register of directors, register of directors' residential addresses or register of secretaries;
- Companies will have to maintain their own register of members, and the option to store a register of members at Companies House will be revoked;
- Micro-entities will be required to file a balance sheet and a profit and loss account;
- Small companies will be required to file a balance sheet, a profit and loss account and a directors' report (they will no longer have the option to file abridged accounts or filleted accounts);
- Companies House will also have greater fee-raising powers which take into consideration its new functions under the Act when determining the level of fees it charges to companies;
- Whilst new PSCs will need to have their identities verified, the Act does not immediately require identity verification for existing PSCs. It is expected that further regulations will introduce a deadline in the future for existing PSCs to comply with the new requirement.