Economic Crime and Corporate Transparency Bill: The role and powers of the Registrar of Companies

This article forms part of a series looking at the measures to be introduced by the Economic Crime and Corporate Transparency Bill (“the Bill”), which intends to deliver a suite of wider-ranging reforms to tackle economic crime and improve transparency over corporate entities.

This article focusses on proposed changes to the role and powers of the Registrar of Companies (“the Registrar”).

What is proposed?

Through the Bill, the government is proposing to reform the role and the powers of the Registrar.

Currently, under the Companies Act 2006 (“CA06”), the Registrar’s role is to register company information and make it available for public inspection. Part 35 of CA06 provides the Registrar with some administrative powers in relation to the register, but there are limited powers available to ensure the integrity of information on the register or improve its accuracy.

Through the Bill, the government plans to introduce a new set of objectives for the Registrar aimed at improving the accuracy and integrity of register information and safeguarding against misleading or unlawful activity. The government will also strengthen the powers of the Registrar by providing new powers and expanding upon existing ones, to support this new function.

The reforms are intended to increase trust in the UK business environment by increasing the accuracy of the information held by the Registrar and ensuring that Companies House has more tools at its disposal to prevent abuse of corporate entities.

New powers

The government intends to introduce the following powers for the Registrar:

• A new power to require those forming or running companies to supply additional information in relation to material they file with Companies House. This will enable the Registrar to reject and query new filings, as well as to query information already on the register, where information is identified as potentially fraudulent, suspicious, or might otherwise impact on the integrity of the register or wider business environment. The new power will allow the registrar to compel a person to provide information so the registrar can make a determination about the queried filing. If an entity fails to respond to a query from the Registrar, or fails to provide sufficient evidence in its response, the Registrar will be able to take a number of actions, including imposing sanctions. A failure to respond to a notice will be an offence.
• New powers to proactively share data with any persons for purposes connected with the Registrar’s functions or with other public authorities for purposes connected with their functions. This information sharing power will be applied to all information held by Companies House about any entity and the information will be able to be shared with public authorities, law enforcement bodies, AML supervisory bodies and insolvency practitioners.
• Expansion of powers to reject filings and remove material from the register as well a new discretionary power to remove material which impacts upon the integrity of the register following the exercise of the power to require information.
• Greater powers to change the address of a company’s registered office without an application where the Registrar is satisfied that the company is not authorised to use the address. The Registrar will be able to impose more stringent sanctions on those failing to provide an appropriate registered office address.
• Removing constraints on the Registrar’s powers to make rules which mandate digital delivery of documents and filings.
• Abolishing local company registers. The government will remove requirements for companies to maintain local registers of its directors, directors’ addresses, secretaries, and People with Significant Control.