As noted in our recent briefing "UnderstandingECCTA: What are the key provisions of the Economic Crime and Corporate Transparency Act?" one of the changes to be brought about by the Economic Crime and Corporate Transparency Act 2023 (ECCTA), is abolishing the requirement for entities to maintain certain statutory company registers. Companies House has recently confirmed that the abolition will take effect from 18 November 2025.
From this date, companies will no longer be required to create or maintain locally the registers of
- directors,
- directors' residential addresses,
- secretaries, or
- persons with significant control.
Instead, the relevant information will be required to be filed and held on the central register at Companies House.
As at present, the company will need to file required information at Companies House within 14 days of an appointment/resignation or a change in particulars. In relation to changes to a company's Persons with Significant Control (PSC) or relevant legal entity (RLE) information, the notification must be within 14 days of receiving confirmation of the relevant details.
Notification of director appointment will also need to be accompanied by a statement that their identity is verified along with their personal identification code, and further, a statement that the person is not disqualified from being a director.
Failure to notify a director's appointment will not affect the validity of that appointment or transactions entered into by that director. However, it will be an offence (punishable by fines on the Company and the director) for an individual to act as a director unless the company has notified the appointment within the 14 day deadline. The individual will have a defence if they reasonably believed notice of their appointment had been given.
The changes introduced by theECCTAare aimed at helping the Registrar ensure that information held on the central register is correct and reliable. In this context, companies need to bear in mind that the Registrar has the ability to impose fines to a maximum of £10,000 for any offence under the Companies Act and the threat of such fines may be used to help secure appropriate compliance. We wait to see how the power will be used in practice.
Although no longer a statutory requirement, in practice it seems likely that most companies will maintain the registers internally, at least for the time being. As well as being good housekeeping and good governance the registers may still be useful for due diligence purposes, such as when the company is engaging with a third party (particularly investors (whether equity or debt), and entities from abroad) or if it is the target in acquisition negotiations, as they present orderly information on who directs and controls companies. However, warranties as to the completeness and accuracy of local registers are a common requirement, particularly in an acquisition context, and market practice will inevitably change in this regard.
Register of Members
Since 30 June 2016 private companies have been able to elect to maintain their Register of Members at Companies House instead of maintaining them locally with the local Statutory Registers. In practice this option has not been widely adopted by companies and after 18 November 2025, they will no longer be able to keep their register of members at Companies House but must maintain it at their registered office address or single alternative inspection location. This means that any company that has been using the central register will need to:
- create a local register and enter into it all of the information that would have appeared, if it had not elected to use the central register;
- include a statement in the register that before this change, the information about the company's members was held on the "central register"; and
- make the register available for the public to view.
Note that from a date yet to be appointed:
- members details will need to be standardised, so as to include both a member's forename and surname and service address; and
- as a one off obligation the company will be obliged to supply the Registrar with a full list of the names of members who appear on the register, and the number of shares of each class held, with the first confirmation statement to be filed after the appointed date.
Next Steps
- Establish processes to be put in place to guarantee that all filings are made within required time limits and that those responsible for carrying out filings are aware of the consequences of failure to comply.
- Consider whether your organisation will look to maintain all registers or only some going forwards.
- If you currently maintain your members register at Companies House, then take immediate steps to bring those registers back inhouse. This will mean establishing a new local register, copying over the information from the central register, and implementing procedures to ensure maintenance of the local register going forward.
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