Companies House Reforms: Navigating the New Landscape

The UK is entering a new era of corporate governance. For decades, Companies House functioned largely as an administrative body, recording company details and making them publicly accessible. That role is now transforming. Driven by the Economic Crime and Corporate Transparency Act (ECCTA), these reforms are reshaping the regulatory framework for UK businesses.

At the heart of these changes lies a simple but ambitious goal: to strengthen trust in the UK’s corporate environment by reducing economic crime, improving data quality, and ensuring that the companies operating here do so transparently and responsibly.

Register of Overseas Entities

The first major milestone came in August 2022, with the introduction of the Register of Overseas Entities (ROE). For the first time, overseas companies that want to own, sell or transfer property or land in the UK were required to declare their beneficial owners or managing officers. The measure was designed to combat the use of anonymous shell companies to hide illicit wealth in UK real estate.

The register is public, and non-compliance carries serious consequences. Overseas entities that fail to disclose their ownership cannot sell, lease, or raise finance against their UK properties. They also risk financial penalties and potential prosecution. This reform set the tone for what was to come: tougher rules, greater transparency, and stricter enforcement.

Further updates to the regime will be phased in throughout 2025:

• From 28 February 2025, entities may apply to protect trust member details if they meet specific criteria.
• From 31 August 2025, certain trust-related information on the register will become available upon request.
• At a future date, overseas entities will be required to disclose any changes in beneficial ownership that occurred during the pre-registration period—defined as 28 February 2022 to 31 January 2023, or until the date of registration (whichever is earlier). This information must be submitted via an update statement and is only required once.

Improving Data Accuracy and Corporate Integrity

To support a more robust and reliable corporate register, the Economic Crime and Corporate Transparency Act grants Companies House significant new powers and statutory responsibilities. These are aimed at improving the accuracy of the register, ensuring proper filings, preventing false or misleading information, and tackling unlawful activity. These reforms apply across all UK jurisdictions.

Changes to Confirmation Statement

The confirmation statement process has been overhauled to reinforce transparency and ensure ongoing compliance, even for dormant or non-trading companies. Under the new rules, all companies must submit updated confirmation statements at least once a year, even if no changes have occurred. Failing to do so may lead to financial penalties

Revised Companies House Fees

As part of the Economic Crime and Corporate Transparency Act 2023, Companies House revised fee structures came into effect from 1 May 2024, increasing the cost of 62 services.

• Fees are updated to reflect the true cost of service delivery
• New charges will help fund expanded powers, including enforcement and investigative work
• Companies House operates on a cost-recovery basis, not for profit

Full list of updated fees is available on the Companies House website: Changes to Companies House fees - Changes to UK company law

Strengthening Transparency and Protecting Privacy

New rules under the Economic Crime and Corporate Transparency Act will significantly enhance transparency around company ownership. Once in force, all companies will be required to record and report the full names of shareholders in their internal register of members and provide a complete shareholder list as part of their next confirmation statement.

In addition, restrictions will also be introduced on the use of corporate directors. Only UK-registered corporate entities with legal personality will be allowed to act as directors, and all directors of those entities must be natural persons who have completed identity verification. This aims to reduce anonymity and deter misuse of complex ownership structures.

Alongside transparency reforms, the Act introduces new safeguards to protect individuals' personal data.

• From 27 January 2025, individuals can suppress home addresses used as registered offices.
• From 21 July 2025, further suppression rights with historical documents will be introduced, covering:

Additional protective measures are also planned for individuals who may be at personal risk of harm, such as survivors of domestic abuse, allowing them to request further concealment of their information from public view. Companies House will confirm the implementation date for these protections in due course.

Authorised Corporate Service Providers

Authorised Corporate Service Providers (ACSPs) will play a central role in the new compliance regime. These are professionals or firms already regulated for anti-money laundering (AML) activity, such as accountants, solicitors, company formation agents, and governance professionals who can carry out identity checks and make filings on behalf of clients. To qualify, a firm must be supervised by one of the UK’s 25 recognised AML supervisory bodies. The application process involves providing business details, completing identity verification, and paying a one-off registration fee to Companies House.

Once registered, ACSPs receive a unique identity number and a new digital account, which allows them to complete verification checks and file information directly with Companies House. From 8 April 2025, ACSPs can notify Companies House when a client’s identity has been verified. This system is designed to streamline compliance for companies by allowing trusted, regulated professionals to manage the process on their behalf, reducing the risk of fraudulent or incomplete filings.

Identity Verification

Perhaps the most transformative reform under the Companies House is mandatory identity verification. From 18 November 2025, all directors, People with Significant Control (PSCs) and members of LLPs must verify who they are, either directly through GOV.UK One Login or via an Authorised Corporate Service Provider (ACSPs).

The verification rules will expand over time to include company filers, limited partnerships, corporate directors, corporate members of LLPs and officers of corporate PSCs. Early verification is encouraged to avoid delays once the system becomes compulsory. Failure to comply on time will be a criminal offence, and consequences include financial penalties and restrictions on filing or incorporating a company. The aim is to ensure that every entry on the Companies House register is linked to a real, verified individual, increasing trust and transparency in the UK corporate framework.

Failure to Prevent Fraud Offence

From 1 September 2025, large companies will face a new corporate offence of failure to prevent fraud, introduced under the Economic Crime and Corporate Transparency Act (ECCTA). This offence applies to organisations meeting at least two of the following thresholds:

• over £36 million in turnover,
• more than £18 million in assets, or
• more than 250 employees.

Where a person associated with the organisation such as an employee, agent, subsidiary, or representative commits fraud intending to benefit the organisation, the business may be criminally liable if it cannot demonstrate that it had reasonable fraud prevention procedures in place. Liability applies even if senior management had no knowledge of the offence, and the criteria apply across the entire group, including overseas subsidiaries.

The new rules are designed to hold organisations accountable and strengthen the UK’s response to economic crime. Companies found guilty could face unlimited fines, serious reputational damage and broader legal consequences depending on the circumstances of the fraud. To prepare, businesses should review their compliance frameworks, update internal controls, and implement staff training and reporting procedures that demonstrate active efforts to prevent fraudulent activity. This shift signals a clear expectation that large organisations take proactive responsibility for detecting and stopping fraud within their operations.

Changes to Limited Partnerships

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) introduces key changes for Limited Partnerships (LPs) to boost transparency and accountability. LPs must now maintain a physical UK registered office (no PO Boxes), provide a registered email, and file an annual confirmation statement. They’ll also need to submit detailed partner information, including personal and registration details, while general partners and registered officers must verify their identities through Companies House or an Authorised Corporate Service Provider (ACSP).

Financial oversight is also tightening, with HMRC gaining the power to request audited accounts from LPs, bringing their reporting requirements in line with other business types. These reforms aim to reduce financial crime and improve the reliability of public data, raising the standards and accountability for Limited Partnerships across the UK.

Modernising Accounts

Significant changes to accounts filing will take effect from 1 April 2027, as Companies House transitions to software-only submissions. All companies, including dormant ones, will be required to file their accounts using approved commercial software. Paper and web-based filing routes for accounts will be permanently closed.

The current flexibility for small companies and micro-entities will be streamlined. Micro-entities must file both a balance sheet and a profit and loss account. Small companies will be required to file a balance sheet, profit and loss account, directors’ report, and, where applicable, an auditor’s report. The option to submit ‘abridged’ accounts will be removed entirely.

Stricter rules will also apply to companies claiming an audit exemption. Directors must clearly state the exemption being relied upon and confirm that the company meets the qualifying criteria. This added disclosure is intended to prevent misuse and enhance trust in unaudited accounts.

To improve consistency in financial reporting, Companies House will also limit how often a company can shorten its accounting reference period. Any company seeking to shorten the period more than once within five years must provide a business reason.

Why These Reforms Matter

These reforms are more than just administrative updates. They represent a fundamental shift in how the UK oversees corporate activity. By giving Companies House enhanced investigative and enforcement powers, the government is tackling long-standing vulnerabilities that allowed fraudulent parties to misuse the UK’s corporate system.

For business owners, directors, and investors, these reforms have three clear implications:

1. Compliance is no longer a box-ticking exercise. The reforms shift accountability directly onto directors and large organisations. Mistakes, omissions, or negligence will carry real consequences.
2. Transparency is becoming a competitive advantage. Investors, customers, and partners increasingly value clear ownership structures and reliable filings. A company that embraces transparency is signalling strength, not weakness.
3. The UK is raising its international reputation. These changes align the UK with global best practices in anti-money laundering and corporate governance. For businesses operating internationally, this is an opportunity to demonstrate credibility on a world stage.

The timeline for these reforms stretches over the next three years, but businesses would be wise not to delay. Preparing early by reviewing existing filings, setting up proper compliance procedures, and engaging with professional advisers will not only avoid penalties but also stand to benefit from a stronger, more trusted business environment.