Legal News | 12.05.25

Company Law Update – May 2025

Following the start of the new tax year, we thought it would be useful to inform our clients of recent company law updates which may impact their business.

Economic Crime and Corporate Transparency Act 2023 (ECCTA)

Identity Verification

On 8 April 2025, the identity verification regime went live with Companies House. Currently, this is a voluntary process for all new directors and Persons with Significant Control (PSCs). However, the ECCTA will make this a mandatory requirement, expected in Autumn 2025. Existing directors and PSCs are provided with a further 12 months to verify.

It is important to acknowledge that the original deadline has already been pushed back. It is important to keep up to date with Companies House announcements.

From Autumn 2026, anyone owning, running or filing on behalf of a company must be verified. Compliance activity will begin against those who have not verified their identity.

Authorised Corporate Service Providers (ACSPs)

From Spring 2025, anti-money laundering supervised firms and sole traders will be able to apply to become ACSPs with Companies House. This will allow them to carry out ID verification services for third party individuals. It is planned that all directors and PSCs will eventually need to have their identity verified with Companies House or an ACSP.

Here at Wansbroughs, we have submitted our application to be an ACSP, meaning we can carry out identity verification checks on behalf of our clients. Please get in touch if you have any queries relating to Companies House identity verification and how we could assist you.

Abolition of Registers

The ECCTA will abolish the requirement for companies to keep the following internal registers:

• Register of Directors and their residential addresses.
• Register of Secretaries.
• Register of PSCs.

Companies will still have to register this information with Companies House and ensure all registered information is accurate and up to date. The exact date this requirement will come into effect is unknown, but it has been confirmed that it will not be before Autumn 2025.

In an attempt to improve transparency and accuracy of information held at Companies House moving forward, there will be an obligation to provide a full list of the shareholders or members as part of the annual confirmation statement filing. If you require assistance submitting your next confirmation statement, please contact a member of the Corporate and Commercial team.

Criminal offence of failing to prevent fraud under the ECCTA

From 1 September 2025, it will be a criminal offence where a large company, not-for-profit or public body fails to prevent fraud under the ECCTA. Under this new offence, large companies may be held criminally liable when an employee, agent, subsidiary or other associated person commits fraud intending to benefit the organisation. A large company is a company that meets at least two of the following criteria: the company has more than 250 employees, the company has a turnover of more than £36 million or the company has more than £18 million in assets. Businesses will need reasonable documented procedures in place to illustrate the steps they have taken to prevent fraud.

Business Thresholds

From 6 April 2025, the Companies Regulations 2024 have raised the size thresholds for micro, small, and medium-sized entities in an attempt to ease the reporting burden on these entities. This will mean certain entities may become exempt from certain audit and reporting requirements. It is important to consider if your entity will change size or category and how this will affect you. If you are unsure of how this change may impact you and your entities, please get in touch.

Corporate Directors

From 8 April 2025, new restrictions have been imposed on the use of corporate directors. As a result, all corporate directors of a UK company must have an all-natural person board. To enforce this, all the directors on the board of the corporate director must verify their identity before the corporate director can be registered. Furthermore, only UK corporate entities will be capable of acting as a corporate director, meaning the use of overseas companies as corporate directors is prohibited.

It is important to remember that, in line with S154 of the Companies Act 2006, all Companies must have at least one director who is a natural person, and the above changes do not affect this requirement.

The Company Directors Bill

The Company Directors Bill is a private members’ bill due for a second reading on 4 July 2025. This bill, if enacted, will amend the director duties under the Companies Act 2006. Specifically, this will attempt to balance the director’s duty to promote the success of the company with the duty a director has to the company’s employees and the environment. The exact text of this amendment is yet to be finalised, so it is important to stay up to date and consider how, if enacted this could impact your business.

Limited Partnerships (LPs)

During Spring 2026, new measures will be introduced to make information on LPs more transparent and accessible. This is an attempt to tackle the abuse of LPs that currently takes place. Existing LPs are expected to be given six months to comply with the new rules. If you require further information on the upcoming changes, please contact a member of the Corporate and Commercial team.

This article is a summary of some of the key changes and upcoming updates to company law, but there have been plenty more recent advancements, and there are likely to be significant upcoming changes throughout 2025.

This article should not be relied upon as legal advice.  If you would like specific legal advice, or if you have any other queries, please get in touch: 020 4549 2460 or 01380 733300 | commercial@wansbroughs.com