Overview
The Act introduces a requirement when incorporating a company for the subscribers to confirm that the company is being formed for a lawful purpose. A company will also need to confirm that its intended future activities are lawful in its annual confirmation statement.
The Act introduces additional requirements for confirmation statements, including in relation to new requirements for companies to have a registered email address and for their registered office to be at an “appropriate address”.
Statement of lawful purposes
The Act introduces a requirement into the Companies Act 2006 for all companies to confirm that their future activities will be lawful.
All companies incorporated after 4 March 2024 will have to include a statement in their application for registration that the subscribers wish to form the company for lawful purposes. Companies House has published an updated version of Form IN01 (Application to register a company) which includes the new lawful purpose statement.
All companies will then have to confirm annually in their confirmation statement that the company’s future activities will be lawful. This requirement will apply to all confirmation statements with a statement date from 5 March 2024 onwards. Companies House has published an updated version of Form CS01 (Confirmation Statement) which includes the new lawful purpose statement.
Additional confirmation statement requirements
The Act introduces additional requirements for confirmation statements including:
- Existing companies will need to give a registered email address when they file their next confirmation statement with a statement date from 5 March 2024 onwards (see Registered email address for more information).
- Where a company’s registered office is not at an “appropriate address,” it must deliver a notice to change its registered office at the same time as it makes its next confirmation statement – again this will apply for confirmation statements with a statement date from 5 March 2024 onwards (see Registered office address for more information).
- Once the relevant provisions are in force (expected to be H2 2024):
- where a company is claiming an exemption from providing information on its persons with significant control (PSCs), the company will be required to state on its next confirmation statement why it satisfies the conditions for exemption and, if listed, which market it is listed on and where information on its shareholders can be found;
- existing companies with a registered relevant legal entity (RLE) must provide information (via their next confirmation statement) setting out the conditions satisfied that allow the RLE to be recorded as a PSC; and
- all companies (other than traded companies which are subject to DTR 5) will be required to include a full list of shareholders on the first occasion that they deliver a confirmation statement. For those traded companies required to file a list of shareholders, the list will only need to cover those shareholders who hold at least 5% of any class of shares.
The Act envisages that companies will make various other confirmations in their confirmation statements as required by regulations that have yet to be published. These include confirmations that a director’s identity has been verified (see Identity verification for more information).
