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 the provisions come into force (expected to be 4 March 2024) will have to include a statement in their application for registration that the subscribers wish to form the company for legal purposes. 

All companies will then have to confirm annually in their confirmation statement that the company’s future activities will be lawful. It is expected that this requirement will apply to all confirmation statements with a statement date from 5 March 2024 onwards.

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 – expected to apply for confirmation statements with a statement date from 5 March 2024 (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 expected to apply for confirmation statements with a statement date from 05 March 2024 (see Registered office address for more information).
  • Once the relevant provisions are in force:
    • 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; 
    • 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 traded and non-traded companies registered under the Companies Act 2006 will be required to include a full list of shareholders on the first occasion that they deliver a confirmation statement.

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).