The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) represents one of the most significant overhauls of UK company law in recent years. It was introduced to combat economic crime, strengthen the integrity of the UK’s corporate framework, and enhance the role of Companies House as a gatekeeper of reliable business information. The Act delivers far-reaching reforms aimed at improving transparency around ownership and control of UK companies and limited liability partnerships (LLPs), supported by new registrar powers to query filings and require evidence where information appears inaccurate or suspicious.
What this article is about: This update explains the latest changes introduced by regulations made under ECCTA 2023 in September 2025. It focuses on (i) the new requirements for reporting People with Significant Control (PSCs), (ii) the consequential legislative changes aligning wider company law with the Act, and (iii) the extension of transparency and compliance rules to LLPs. The aim is to provide business owners, directors, compliance officers and HR/finance leads with a clear understanding of how these reforms affect corporate reporting obligations, the deadlines (including the 14-day window to file PSC changes once known), and the risks of non-compliance.
The reforms are relevant for all UK businesses, large and small. Companies no longer need to keep certain ‘local’ registers but must ensure timely and accurate notifications to the registrar. Directors and LLP members face identity verification requirements and tighter prohibitions on appointments where individuals are disqualified. For SMEs in particular, administrative demands may increase, and failures to take reasonable steps to identify PSCs or to file accurately and on time can expose directors or designated members to civil penalties, public record annotations by the registrar, and, in serious cases, criminal liability.
This article sets out the legislative background to ECCTA 2023, explains the detail of the September 2025 statutory instruments, and outlines practical steps businesses should take now to prepare.
Section A: ECCTA 2023 – The Legislative Background
The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) was enacted to address structural weaknesses in the UK’s corporate framework that enabled the misuse of companies and LLPs for fraud, money laundering and concealment of beneficial ownership. Building on earlier transparency measures such as the People with Significant Control (PSC) regime introduced in 2016, ECCTA 2023 reforms Companies House from a largely passive registry into an active gatekeeper with stronger powers to promote data integrity and deter economic crime.
A central theme of ECCTA 2023 is elevating the quality and reliability of information on the public register. The Act equips the registrar with new powers to query filings, require supporting evidence where information appears inaccurate or suspicious, reject or remove inconsistent data, and annotate the public record to flag concerns or non-compliance. Alongside this, the Act strengthens accountability for those who deliver information to Companies House, with civil and criminal consequences where filings are false, misleading or not kept up to date.
At a high level, ECCTA 2023 aims to:
- Enhance Companies House’s role and powers so the registrar can scrutinise, query and, where appropriate, challenge information before or after it appears on the register.
- Strengthen identity assurance by introducing verification requirements for directors, PSCs and persons who file information, thereby reducing anonymity risks.
- Improve data integrity and coherence by removing duplicative “local register” obligations and shifting to a single source of truth on the public register.
- Combat economic crime more effectively through measures including the new corporate offence of failure to prevent fraud, designed to drive stronger controls within organisations.
For businesses, the effect is a step-change in expectations around governance, evidence and timeliness of filings. The reforms are intentionally broad: they apply to companies of all sizes and, through later regulations, to LLPs. Directors and (for LLPs) designated members must ensure that systems exist to identify changes in control and governance quickly, that filings are accurate and complete, and that responses to registrar queries are prompt and substantiated.
Section Summary: ECCTA 2023 marks a turning point in UK company law. It repositions Companies House as an active regulator of information quality, introduces identity verification, and raises the bar on corporate transparency and accountability across companies and LLPs alike.
Section B: The Register of People with Significant Control (PSC) Amendments
The People with Significant Control (PSC) framework has underpinned UK corporate transparency since 2016. Previously, companies had to maintain a local PSC register alongside filings to Companies House. This dual system created duplication and scope for discrepancies. The Register of People with Significant Control (Amendment) Regulations 2025 (SI 2025/1036), made under ECCTA 2023, remove the obligation to keep local PSC registers and pivot to a single source of truth: timely, accurate notifications to the registrar. The registrar’s enhanced powers to query and seek evidence now reinforce the reliability of PSC data held on the public register.
1. Centralised notification replaces local PSC registers
Under the amended regime, companies no longer keep a local PSC register. Instead, they must notify Companies House of PSC particulars and changes directly, ensuring the public register is definitive. This centralisation reduces duplication and supports data integrity by enabling the registrar to apply query powers consistently, challenge anomalous filings, and annotate records where concerns arise.
2. Filing deadlines and the 14-day window once a change is known
Timeliness is critical. Once a company becomes aware of a registrable PSC change, it must file the update within the applicable 14-day window. Board procedures should therefore ensure prompt detection of changes in shareholdings, voting rights, rights to appoint/remove directors, or other control conditions. Where ownership structures are complex or involve corporate chains and trusts, companies should designate responsibility for monitoring triggers and collating supporting evidence to meet the deadline.
3. Director accountability, reasonable steps, and evidence
ECCTA 2023 emphasises director accountability for the accuracy and completeness of filings. Directors must take reasonable steps to identify PSCs, keep information up to date, and respond substantively to registrar queries. Where information appears inaccurate or incomplete, the registrar can request corroboration. Failure to take reasonable steps to identify PSCs, or to provide accurate, timely updates, can expose directors to civil penalties and, in serious cases, criminal liability.
4. Practical controls and record-keeping for companies
- Governance mapping: maintain an up-to-date control map showing shareholdings, voting arrangements, rights to appoint/remove directors, and any joint arrangements.
- Monitoring triggers: embed checks in transaction, option grant/vesting, and shareholder agreement processes to flag PSC changes quickly.
- Evidence pack: collate documentary evidence (e.g., share transfer forms, board minutes, shareholder agreements) to support filings and potential registrar queries.
- Responsibility and escalation: assign a responsible officer and an escalation route to meet the 14-day filing window.
- Training: brief directors and company secretaries on PSC tests, reasonable-steps expectations, and responses to registrar queries.
Section Summary: SI 2025/1036 abolishes local PSC registers and requires direct, time-bound notifications to Companies House, backed by registrar query powers. Directors must take reasonable steps to identify PSCs and file accurate updates within 14 days of becoming aware, or face civil penalties, potential criminal exposure, and reputational risk through public record annotations.
Section C: Consequential and Miscellaneous Provisions Regulations 2025
The reforms under ECCTA 2023 required further legislative alignment across the broader body of UK company law. This was achieved through the Economic Crime and Corporate Transparency Act 2023 (Consequential, Incidental and Miscellaneous Provisions) Regulations 2025 (SI 2025/1037). These regulations deliver the necessary technical amendments to primary and secondary legislation, ensuring consistency and closing loopholes that could otherwise undermine the effectiveness of the new framework.
1. Updating references and harmonising provisions
One of the main functions of the consequential regulations is to remove references to local PSC registers across company law and to replace them with the new centralised notification model. This ensures that statutory references throughout UK company law point to Companies House as the definitive source of PSC information. The regulations also harmonise terminology, extend certain provisions to new categories of corporate bodies, and ensure that identity verification rules are applied consistently.
2. Failure to prevent fraud offence integration
ECCTA 2023 introduced a new corporate criminal offence of failure to prevent fraud. SI 2025/1037 embeds this offence coherently into related legislation, ensuring that businesses cannot avoid liability through gaps in statutory wording. This creates a consistent standard across the corporate sector, requiring firms of all sizes to put in place adequate fraud-prevention procedures and controls.
3. Filing processes and registrar powers
The regulations also update references to statutory forms and filing processes, ensuring compatibility with the revised Companies House systems. They reinforce the registrar’s authority to query information and to annotate the public record if non-compliance or inaccuracy is identified. For companies, this increases the reputational risk of failing to respond properly to registrar correspondence, since annotations are visible to lenders, investors and trading partners.
4. Compliance considerations for businesses
- Governance reviews: businesses should update internal policies and governance documents to reflect the shift to centralised PSC reporting and the new registrar powers.
- Fraud prevention controls: review and document fraud risk assessments and procedures to mitigate exposure to the new failure to prevent fraud offence.
- Response protocols: create a process for monitoring and responding to registrar queries promptly and with evidence, minimising the risk of annotations on the public record.
Section Summary: SI 2025/1037 delivers consequential changes that harmonise the ECCTA 2023 reforms across wider UK company law. By embedding the failure to prevent fraud offence, aligning filing processes, and reinforcing registrar powers, the regulations raise compliance expectations and reputational stakes for all businesses.
Section D: LLPs and Corporate Transparency Reforms
Many of ECCTA 2023’s corporate transparency and governance reforms have been extended to limited liability partnerships (LLPs) via the Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 (SI 2025/1033). These regulations adapt company law provisions to the LLP model so that LLPs operate under comparable expectations on identity assurance, disqualification controls, and centralised transparency reporting through Companies House.
1. Identity verification for LLP members
The regulations introduce identity verification requirements for LLP members, mirroring the company director regime. Verification must occur through Companies House–authorised routes, typically digital services, before an appointment is effective. This reduces the risk of anonymity or fronting arrangements and supports the registrar’s enhanced powers to query and, where necessary, challenge filings that appear inaccurate or incomplete.
2. Alignment of disqualification rules
To prevent arbitrage between structures, SI 2025/1033 applies prohibitions on the appointment of disqualified directors to LLPs. An individual disqualified from acting as a director is similarly prohibited from acting as an LLP member. This closes loopholes and ensures that disqualification decisions have consistent effect across companies and LLPs.
3. Removal of local registers and shift to central notifications
In line with the company reforms, LLPs are no longer required to maintain certain local registers (including PSC-related information). Instead, LLPs must make timely, accurate notifications to Companies House so the public register becomes the single authoritative source. The registrar’s query and annotation powers apply equally, increasing both the compliance imperative and the reputational consequences of inaccurate or late filings.
4. Duties of designated members and governance expectations
Designated members carry primary responsibility for ensuring LLP compliance with filing and verification requirements. They must take reasonable steps to identify PSCs (where applicable), verify members’ identities before appointments take effect, and ensure that changes are notified within relevant deadlines. Failure to do so can attract civil penalties, public record annotations and, in serious cases, criminal liability.
5. Practical steps for LLPs
- Onboarding controls: build identity verification into member appointment workflows and do not treat appointments as effective until verification is confirmed.
- PSC monitoring (where relevant): map control rights and monitor for changes that trigger notification duties; collate evidence to substantiate filings.
- Designated member accountability: assign clear ownership for filings, diary key deadlines, and maintain an escalation route for registrar queries.
- Policy updates: revise LLP agreements, governance manuals and internal checklists to reflect centralised reporting and registrar powers.
Section Summary: SI 2025/1033 extends ECCTA 2023’s transparency architecture to LLPs by mandating member identity verification, aligning disqualification prohibitions, and replacing local registers with central notifications. Designated members are on the hook for timely, accurate filings and responses to registrar queries, with heightened civil, criminal and reputational consequences for non-compliance.
Section E: What does this mean for me?
For small and medium-sized enterprises (SMEs), the ECCTA 2023 reforms and the 2025 implementing regulations present both heightened compliance challenges and opportunities to enhance governance credibility. Unlike larger corporates with dedicated legal or compliance teams, SMEs must often rely on directors, company secretaries, or office managers to handle filings. This makes it critical to understand and embed the new requirements early.
1. PSC notifications and the 14-day rule
SMEs are no longer required to maintain local PSC registers, but they must file changes directly with Companies House within 14 days of becoming aware of them. Directors must take reasonable steps to identify PSCs and to monitor shareholdings, voting rights, and agreements that may alter control. Failing to act promptly exposes SMEs to civil penalties, potential criminal liability for directors, and reputational harm if the registrar annotates the public record to flag non-compliance.
2. Identity verification for directors and members
New identity verification rules require that directors of companies and members of LLPs be verified through Companies House–approved services, usually digital. SMEs should integrate these checks into appointment procedures so that no director or member is treated as effective until verification is complete. This may require additional planning for fast-moving appointments, but it enhances credibility with lenders, investors and partners.
3. Risks and liability for directors and designated members
Directors (and in the case of LLPs, designated members) remain liable if they fail to take reasonable steps to identify PSCs or to ensure timely filings. Criminal liability may arise where deliberate or reckless failures occur. The registrar also has civil penalty powers and can annotate the public record to flag concerns. For SMEs, such annotations can have immediate reputational consequences, affecting credit, investor confidence, and supplier trust.
4. Practical compliance steps for SMEs
- Governance updates: embed PSC monitoring and identity verification into routine governance procedures and board agendas.
- Training: ensure directors, secretaries or administrators are briefed on their obligations and the 14-day notification rule.
- Process design: build identity verification into director/member appointment workflows before appointments take effect.
- External support: consider using professional advisers where internal resources are stretched or expertise is limited.
Section Summary: SMEs face the sharpest compliance burden under ECCTA 2023. By updating governance processes, training directors, and integrating identity verification, SMEs can mitigate risk, avoid civil or criminal penalties, and use compliance to demonstrate resilience and credibility to external stakeholders.
FAQs
What is ECCTA 2023?
The Economic Crime and Corporate Transparency Act 2023 is a major reform of UK company law aimed at improving transparency, strengthening Companies House’s powers to query and verify information, and tackling economic crime through measures including identity verification and new corporate offences.
When did the 2025 ECCTA regulations take effect?
The September 2025 statutory instruments are now in force, with transitional provisions applying to certain filing and verification steps. Businesses should operate on the basis that the new rules apply and adjust governance and filing processes immediately.
What changed for PSC reporting in 2025?
Companies no longer keep local PSC registers. Instead, they must notify Companies House directly of PSC particulars and changes. The public register is the single source of truth, reinforced by registrar query and annotation powers.
What is the deadline to report PSC changes?
Once a company becomes aware of a registrable PSC change, it must file the update with Companies House within 14 days. Boards should implement procedures to detect changes promptly and collate evidence to substantiate filings.
Do LLPs now face the same rules as companies?
Yes. Through SI 2025/1033, key ECCTA reforms apply to LLPs, including identity verification, alignment of disqualification rules, and the removal of local registers in favour of central notifications to Companies House.
Who is responsible in LLPs for compliance?
Designated members carry primary responsibility for ensuring LLP compliance with verification and filing requirements, including taking reasonable steps to identify PSCs (where applicable) and meeting notification deadlines.
How does identity verification work in practice?
Directors, PSCs and persons who file information must verify their identity via Companies House–authorised routes, typically digital services. Appointments should not be treated as effective until verification is confirmed.
What evidence should businesses keep for filings?
Maintain an “evidence pack” (e.g., share transfer forms, option vesting records, shareholder agreements, board minutes, verification confirmations) to support PSC determinations and to respond promptly to registrar queries.
What happens if Companies House queries a filing?
The registrar can request clarification or supporting documents, reject or remove inconsistent information, and annotate the public record to flag concerns. Failure to respond substantively can increase legal and reputational risk.
What are the penalties for non-compliance?
Civil penalties may be imposed for inaccurate or late filings, with potential criminal liability for serious or reckless breaches. Public record annotations can damage lender, investor and supplier confidence.
Conclusion
The Economic Crime and Corporate Transparency Act 2023 ushers in a new era of corporate transparency, with Companies House repositioned as an active gatekeeper empowered to query, evidence-check, and annotate filings. The September 2025 regulations operationalise this shift by abolishing local PSC registers in favour of centralised notifications, extending identity verification and disqualification controls, and harmonising the wider company law framework—including coherent integration of the failure to prevent fraud offence.
For companies, the centralisation of PSC reporting reduces duplication but increases the importance of accuracy, evidence and timeliness, with a 14-day window to file once a change is known and clear expectations that directors take reasonable steps to identify PSCs. For LLPs, the application of identity verification, aligned disqualification rules, and central notifications places designated members at the forefront of compliance, closing structural loopholes between corporate forms.
SMEs will feel these changes most keenly. The combination of registrar query powers, civil penalties, potential criminal liability for serious failures, and visible public record annotations elevates both legal and reputational stakes. The practical response is immediate: map control and governance, embed monitoring triggers, integrate identity verification into appointment workflows, maintain evidence packs, and establish robust protocols for responding to registrar correspondence.
Taken together, ECCTA 2023 and the 2025 regulations set a higher, clearer compliance baseline across the UK business landscape. Organisations that invest now in disciplined governance and filing processes will mitigate risk, build stakeholder confidence, and be better positioned to operate in a transparency-first environment.
Glossary
| Term | Meaning |
|---|---|
| ECCTA 2023 | The Economic Crime and Corporate Transparency Act 2023, reforming UK company law to enhance transparency, empower Companies House and combat economic crime. |
| Companies House | The UK registrar of companies. Under ECCTA 2023 it has stronger powers to query, verify, annotate and, where appropriate, reject or remove information. |
| PSC (People with Significant Control) | Individuals or entities with significant ownership or control over a company (e.g., through shares, voting rights, or rights to appoint/remove directors). |
| PSC Amendment Regulations 2025 (SI 2025/1036) | Statutory instrument removing local PSC registers and requiring direct, timely notifications to Companies House. |
| Consequential Regulations 2025 (SI 2025/1037) | Statutory instrument aligning wider legislation with ECCTA 2023, including integration of the failure to prevent fraud offence. |
| LLP Regulations 2025 (SI 2025/1033) | Statutory instrument applying/modifying company law for LLPs, including identity verification, disqualification alignment and centralised notifications. |
| Statutory Instrument (SI) | Secondary legislation used to implement or amend legal provisions under primary Acts such as ECCTA 2023. |
| Registrar query powers | New Companies House powers to question filings, seek evidence, annotate public records, and reject/remove inconsistent information. |
| Failure to prevent fraud | A corporate criminal offence introduced by ECCTA 2023, requiring adequate procedures to prevent fraud by associated persons. |
| Designated member (LLP) | An LLP member with specific statutory responsibilities, including ensuring compliance with filing and verification requirements. |
| Identity verification | The requirement for directors, PSCs and filing persons (and LLP members) to verify their identity through Companies House–authorised routes, typically digital. |
| Public record annotation | A visible note added by the registrar to the Companies House register to flag non-compliance or concerns about submitted information. |
Useful Links
| Resource | Link |
|---|---|
| GOV.UK – Economic Crime and Corporate Transparency Act 2023 | Visit GOV.UK |
| GOV.UK – Companies House guidance | Visit GOV.UK |
| Legislation.gov.uk – Economic Crime and Corporate Transparency Act 2023 | View Legislation |
| Legislation.gov.uk – Register of People with Significant Control (Amendment) Regulations 2025 (SI 2025/1036) | View Legislation |
| Legislation.gov.uk – ECCTA 2023 Consequential, Incidental and Miscellaneous Provisions Regulations 2025 (SI 2025/1037) | View Legislation |
| Legislation.gov.uk – LLP (Application and Modification of Company Law) Regulations 2025 (SI 2025/1033) | View Legislation |
| Taxoo – Company Law Updates | Visit Taxoo |
Author
Gill Laing is a qualified Legal Researcher & Analyst with niche specialisms in Law, Tax, Human Resources, Immigration & Employment Law.
Gill is a Multiple Business Owner and the Managing Director of Prof Services Limited - a Marketing & Content Agency for the Professional Services Sector.
