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Legal requirements for company directors and PSCs
20 Aug

Legal requirements for company directors and PSCs

The Economic Crime and Corporate Transparency Act 2023 has introduced a series of significant reforms to company law in the United Kingdom. These measures are aimed at improving corporate accountability, tackling economic crime, and ensuring that Companies House operates as an active regulator rather than a passive register. For company directors and Persons with Significant Control (PSCs), the Act sets out new filing requirements that must be closely observed.

One of the most important changes is the tightening of obligations on company directors. From March 2024 onwards, directors must ensure that their full name, date of birth, nationality, and a service address are correctly registered with Companies House. Directors will also need to verify their identity through a government-approved digital process. This measure is designed to prevent fraudulent appointments and strengthen confidence in the accuracy of company records.

Persons with Significant Control (PSCs), typically individuals who hold more than 25 per cent of shares or voting rights in a company, also face stricter filing requirements. PSCs will be required to undergo the same identity verification as directors before their details are accepted by Companies House. Companies must continue to provide up-to-date information about their PSCs, but the penalties for failing to do so will now be enforced more robustly. The Act makes clear that directors have a legal duty to take reasonable steps to identify their PSCs and keep records current.

In addition to identity verification, the Act expands the powers of Companies House. It can now reject or query filings that appear inconsistent, false, or misleading. Previously, Companies House operated mainly as a repository of information, but under the new framework it has become an active gatekeeper. This change means that companies can no longer assume their filings will be accepted without scrutiny.

Failure to comply with these requirements carries serious consequences. Directors who do not ensure compliance may be subject to criminal sanctions, fines, or disqualification. For PSCs, failing to provide accurate or verified details can result in restrictions on shareholding rights until the matter is resolved.

The reforms represent one of the most comprehensive updates to UK company law in recent years. They are intended to enhance the integrity of the corporate register and make it more difficult for illicit actors to hide behind opaque company structures. For law-abiding businesses, the requirements may bring additional administrative tasks, but they are also expected to build greater trust in the corporate system as a whole.

Directors and PSCs should therefore act now to ensure they are prepared for these obligations. Identity verification systems are already being rolled out, and Companies House is encouraging early compliance to avoid disruption. Seeking professional guidance, particularly from accountants or legal advisers familiar with the new Act, may be a prudent step for smaller firms unfamiliar with corporate filing complexities.

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