Audit and Assurance

Economic Crime and Corporate Transparency Bill 2022

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In the single biggest change to the role of the UK Registrar of Companies since it was created in 1844, the Economic Crime and Corporate Transparency Bill 2022 seeks to make a number of modifications to company law with the aim of enhancing corporate transparency and reducing economic crime.

To facilitate this, the Bill seeks to make further provisions about companies, limited partnerships and other kinds of corporate entities, and around the registration of overseas entities.

The legislation, on receiving Royal Assent, will affect all those who interact with Companies House, whether individuals or entities. It will affect all directors, secretaries and people with significant control of entities registered at Companies House, as well as the entities themselves, including companies, limited partnerships, limited liability partnerships and overseas entities. There will also be an impact on agents of such entities, such as those who provide company secretarial services. This article focuses on the provisions most likely to impact UK entities and associated individuals.

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At the time of writing, the Bill is anticipated to become legislation in Q2 2023. There will be a period of transition, to allow individuals and companies sufficient time to comply with the additional requirements.

Key considerations for entities registered at Companies House and their directors

1.       Identity verification
In order to enhance transparency of controllers and owners of businesses on the Register, Companies House will introduce mandatory ID verification for directors, company secretaries, people with significant control and others associated with those entities, such as their agents. The ID verification process will use technology to verify the identity of the person in question by comparing their photograph to official government ID, such as a UK-issued passport. A director, company secretary or person with significant control will not be considered legally appointed until the ID verification process is completed, and will be unable to act in that capacity or make filings at Companies House. This will cover both UK-resident and non-UK-resident individuals. For newly-appointed individuals, the process will need to be completed prior to appointment. For existing individuals, there will be a transition process to allow ID verification to be completed; if the verification is not completed within this timeframe, the individual will be removed from their role in that entity.  Separate provisions will cover those that do not hold UK-issued identification, such as overseas nationals, or for those unable to use the web-based service.

For corporate directorships, similar provisions will also apply. A UK company will only be able to be appointed as a corporate director when all its directors are natural persons, and those natural persons are subject to appropriate ID verification checks. Non-UK companies will no longer be permitted to act as corporate directors.

These provisions also extend to directors of overseas companies registered at Companies House.

2.       Improving financial information on the Register

Currently 3.1 million sets of accounts are published on the Register each year, and access to these accounts is arguably the most valuable service that the Registrar provides.  Companies House will require all financial statements submitted to be in Inline Extensible Business Reporting Language (iXBRL) format. These tags are machine readable, which will make the data easier to interrogate, compare and check, aiding Companies House in carrying out new responsibilities around maintaining the integrity of the data it holds, identifying and addressing errors, and sharing data under certain strict conditions with other bodies such as law enforcement. Companies House currently accepts accounts in iXBRL format, as well as in paper format, and most companies will be required to include a set of accounts in a similar, but not identical, format when filing their corporation tax returns with HMRC.

There are currently reduced filing options for some companies, where they meet the “small” or “micro” criteria set out in the Companies Act 2006. Such entities currently have an exemption from filing their Profit & Loss Account, and for small companies, Directors’ Report (a micro company is exempt from having to prepare a Directors’ Report). These reduced filing options will be removed, meaning small and micro companies will file their full financial statements, including a Profit & Loss account and Directors’ Report (where applicable), which will be publicly available.

For further information on the Bill, and to find out how Grant Thornton (NI) LLP can assist you in navigating these changes, please contact Maeve Hunt, Audit & Assurance Director.