Company Names and Confirmation Statement - Updated Content

Certain of the changes under the Economic Crime and Corporate Transparency Act 2023 (ECCTA) that came into force on 4th March 2024, concern greater restrictions on the choice of company names and new provisions in the confirmation statement. 

The ECCTA has amended the Companies Act 2006 to impose further restrictions on the use of certain company and business names with a view to improving the integrity of the register at Companies House. Companies House has stated that it will run stronger checks on company names which may give a false or misleading impression to the public. The new measures build on existing controls but under the ECCTA, Companies House can also now reject an application to register a name where they have reason to believe the name is intended to facilitate fraud, the name is comprised of or contains a computer code or the name is likely to give the false impression the company is connected to a foreign government or an international organisation. Companies House can also direct companies to change their name in more circumstances and will now have the power to determine a new name for the company if a company fails to change its name when directed to. The ECCTA has also introduced new laws which affect the Company Names Tribunal.

In addition, the requirements for a company to have an appropriate email address and confirm that its activities are lawful have necessitated changes to any confirmation statement delivered to Companies House with a date of 5th March 2024 or later.

Considering these changes the following templates have been updated. These include:

• company names guidance note,
• board minutes to change the company name by special or written resolution, 
• board minutes to change the company name by provisions in its articles of association;
• the letter to the auditors enclosing the written resolution or the notice of general meeting in order to change the company name;
• confirmation statement guidance note; and 
• links to the relevant confirmation statements on Companies House website (which confirmation statement is used will depend on the period that the statement relates to).

Note that in addition to these changes, as of May 2024, Companies House will have new powers to impose civil financial penalties (of up to £10,000) for most offences under the Companies Act 2006. Exercise of this power will be an alternative to using its existing powers to prosecute criminal offences under the Companies Act 2006. in order to exercise the new power, Companies House will need to be satisfied beyond reasonable doubt that the offence has been committed. The power is not available where the offence is an offence under Part 12 (company secretaries), Part 13 (resolutions and meetings) or Part 16 (Audit) of the Companies Act 2006.

Companies House has updated a number of its forms and guidance in consideration of the provisions of the ECCTA that are now in force (including the confirmation statement referred to above). It has also published new guidance on removing material from the register, which can be accessed here.

These changes are all part of the process of updating and adding to the content in accordance with the changes being made under the ECCTA.