Company Secretaries And ECCTA 2023: A Practical Guide To Your Company's Compliance Obligations

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) has reshaped the compliance landscape for company secretaries.  

The majority of its most significant provisions are now in force and, for company secretaries who are at the centre of a company's relationship with Companies House, the emphasis has shifted from preparation to active management. 

This guide helps you understand the key obligations and liabilities, and the practical steps you should be taking now. 

A tougher enforcement environment 

• Review Companies House filing procedures to ensure prompt and accurate submissions. 

• Ensure processes are in place to allow prompt responses to queries from the Registrar. 

ECCTA has given Companies House new powers to impose civil financial penalties for most Companies Act 2006 offences without the need for criminal proceedings. This includes late filings. 

It also gave Companies House new powers to further scrutinise filings for errors and inconsistencies before accepting them. The Registrar can query documents, request further evidence, reject information, and remove material from the register where it appears to be inaccurate. 

It is an offence to fail to respond to a request for information "without reasonable excuse". This can result in a potentially unlimited fine or, in serious cases, imprisonment.  

It is also an offence carrying a potentially unlimited fine to provide false, misleading or deceptive information to Companies House "without reasonable excuse". A custodial sentence is possible where this is done knowingly.  

Identity verification (IDV) 

• Identify individuals across your organisation (and any group) who are required to verify their identity. 

• Ensure all directors appointed before November 18, 2025 are verified before the first confirmation statement due after that date. 

• If Companies House filings for group companies are managed centrally, assess whether this can continue when new restrictions come into force. 

• Ensure secure arrangements are in place for collecting and storing IDV data. 

Directors 

All directors of UK companies, and directors of overseas companies with a registered UK establishment, must have their identity verified. This requirement came into force on November 18, 2025. There is a transition period for directors appointed prior to that date. 

New directors, whether appointed on incorporation or to an existing company, must have their identity verified before their appointment is filed at Companies House and, critically, before they begin acting as a director.  

For directors appointed prior to November 18, 2025, companies must confirm that each director's identity has been verified in their first confirmation statement due after that date. 

Acting as a director without having verified your identity is a criminal offence, carrying a potentially unlimited fine. The company itself, and its other directors, are also exposed to fines if they allow a director to act in breach. 

Further details on the IDV process can be found in our Guide to identity verification – how and when to verify your identity for Companies House and on directors' obligations and liabilities under ECCTA more generally in our Directors and ECCTA 2023: a practical guide to your compliance obligations. 

Company secretaries 

Company secretaries do not need to have their identity verified by virtue of their position as such. However, company secretaries who make filings at Companies House, as will typically be the case, must also have their identity verified (see below).

The same applies to any company secretary who also holds a directorship or falls within another compulsory IDV category.

People filing at Companies House 

IDV requirements will also be introduced for people making filings at Companies House (expected November 2026). 

When this requirement takes effect, individuals will only be able to make filings at Companies House on behalf of a company if they are (a) an officer or employee of that company and (b) have had their identity verified. This is unless they are an authorised corporate service provider (ACSP) (see below), or an employee or officer of an ACSP, or an exception applies.

As the legislation currently stands, company secretaries (and other employees) will not be permitted to file on behalf of a separate group company of which they are not an officer or employee.

Where direct filing is not possible, filings may be made through an ACSP — an intermediary supervised by an anti-money laundering supervisory body and registered as an ACSP with Companies House. 

LLP members, LPs, PSCs and RLEs 

Further details on the IDV requirements for LLP members, LPs, PSCs and RLEs can be found in our Guide to identity verification – how and when to verify your identity for Companies House.  

In brief:  

• Members of LLPs who are individuals must verify their identity. Requirements for corporate LLP members are expected later in 2026. 

• An LP general partner which is a legal entity will need to identify an individual managing officer to act as its 'registered officer’. That registered officer will need to verify their identity. It is anticipated that this requirement will take effect later in 2026 and that existing general partners will have a transition period within which to comply.      

• Registrable persons with significant control (PSCs), in relation to companies or LLPs, must verify their identity. IDV requirements will take effect at a later date for registrable relevant legal entities (RLEs), who will need to nominate an individual director as a ‘relevant officer’ and confirm that person’s identity has been verified. 

Company registers 

• If your organisation was using the central register service for the register of members, establish an in-house register if you have not already done so. 

• Begin reviewing the register of members for any individuals listed only by initials or abbreviations and preparing a one-off membership statement to be delivered to Companies House. 

Local registers 

Companies no longer have to hold their own register of directors, register of directors' residential addresses, register of secretaries, or PSC register. They simply must file the equivalent information with the Registrar as they did before.  

Failure to file, or filing late, can result in fines, and Companies House's enhanced financial penalty powers make prompt filing essential. 

Most organisations will continue to maintain this information internally as a matter of good governance. 

Register of members 

The option to hold the register of members on the central Companies House register was removed on 26 January 2026. 

Any organisation that was relying on the central service must now maintain its register of members in-house. An internal register of members should be established. 

Other future changes regarding members 

ECCTA will introduce other changes regarding members in the future, with the date to be confirmed. These are: 

• Members who are individuals will need to be listed in the register by their full forename and surname — initials and abbreviations will no longer be permitted. 

• Companies registered before an "appointed day" (yet to be determined) will need to deliver a one-off membership information statement to Companies House alongside their first confirmation statement after that date.  

Corporate directors 

• Identify all corporate directors across your company or group. 

• Monitor developments and prepare to comply with the requirements or remove non-compliant corporate directors. 

A date has not yet been set for the implementation of further restrictions on corporate directors.

When these do come into force, it is expected that only UK corporate entities with legal personality whose directors are all natural persons with verified identities will be able to act as corporate directors. 

Corporate criminal liability 

• If your organisation qualifies as "large," review your fraud prevention procedures to ensure they are reasonable. 

• Identify "senior managers", and review responsibilities and scope of authority, as well as internal governance arrangements. 

Failure to prevent fraud 

"Large" organisations can be held criminally liable for specified fraud offences committed by their associates (including employees, agents, and subsidiaries). This is unless they can demonstrate that they have reasonable fraud prevention procedures in place. The offence carries potentially unlimited fines. 

An organisation will be "large" if it satisfies two of the following – more than: 250 employees, £36 million turnover, or £18 million assets. 

Extended corporate criminal liability 

The Crime and Policing Act 2026 extends the scope for criminal liability to attach to a company for crimes committed by its senior managers.  

From June 29, 2026, where a senior manager of a company, acting within the actual or apparent scope of their authority, commits any offence, the company could also be liable. Previously, under ECCTA, this route of corporate liability was limited to specified economic crimes — the new provision in the Crime and Policing Act 2026 applies to any criminal offence. 

Company accounts 

• Monitor developments for confirmation of when changes take effect. 

ECCTA aims to make changes to the accounts' filing regime for companies qualifying as "micro-entities" and "small companies" so that they are clearer. These changes are: 

• Micro-entities will be required to file their balance sheet and profit and loss account. Filing the directors' report will remain optional.

• Small companies will need to file their balance sheet, profit and loss account, directors' report and auditor's report (unless exempt). The option to file abridged accounts will be removed. 

Also, companies relying on audit exemption will need to include a directors' statement confirming the basis for the exemption. 

Companies House indicated in January 2026 that the company accounts reforms under ECCTA would not be introduced in April 2027 as previously signposted, stating that the reforms are still under review. However, it confirmed that companies will receive at least 21 months’ notice to prepare.  

Once these reforms take effect, Companies House will also be able to mandate software-only filing for all accounts, following an extensive formal notice period.