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Economic Crime & Corporate Transparency Act 2023 – New & Updated Board Minutes

March 2024

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) became law in October 2023. The first set of changes to UK company law and Companies House processes came into force on 4th March 2024. There is more information on these changes available here.

These changes will have an immediate impact on the company formation process as well as some company administration processes. Considering these changes we have updated some of our board minutes and created new ones. These relate to:

  • updated board minutes for the first board meeting following incorporation,
  • updated board minutes to change a company’s registered office address, and
  • new board minutes for a company to supply a registered email address.

It is important that companies document and evidence their proceedings and decisions. Whilst there is no statutory requirement for private companies to hold board meetings, it is considered best practice. Board minutes are evidence of proceedings at board meetings and provide a written record of every formal decision made, particularly for things as consequential as changing a registered office address. It is a legal requirement that every company takes minutes of all proceedings at board meetings and keeps them for ten years from the date of the meeting. 

Considering the changes of 4th March 2024, you should:

  1. review all your UK companies’ registered office addresses, ensuring they are all “appropriate” and none are PO Boxes,
  2. ensure all your UK companies have a registered email address,
  3. review all your UK company names to ensure they do not breach the new restrictions,
  4. establish that all persons appointed as directors are eligible to act and are not disqualified under the updated directors’ disqualification regime, and
  5. review all your company registers, records, and appointments to prevent Companies House querying the information and annotating your company records on the register.

These templates will be of use to any company secretary or company administrator in managing a private limited company.

The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.

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