Companies House changes and failure to prevent fraud

For any education institutions that are incorporated entities such as limited companies, companies limited by guarantee and LLPs, a reminder that various changes to company requirements are being introduced through the staged implementation of the Economic Crime and Corporate Transparency Act 2023 (ECCTA).  

In addition, for a wider range of large organisations including many Royal Charter bodies, that the failure to prevent fraud offence will take effect on 1 September. 
 
These changes are also potentially relevant to any subsidiary entities operated through an incorporated entity, as well as to spin-outs.
 
The changes include:

• More stringent identity verification requirements, applicable to directors (and equivalents such as LLP members), persons with significant control and others that make Companies House filings on behalf of a company such as company secretaries. For existing directors, PSCs etc voluntary compliance with the new requirements opened from 8 April 2025. It's expected that this will become compulsory on a rolling basis from Autumn 2025 as part of the annual confirmation statement filing. For further details on the requirements and options read our article here.
• For entities that are established or considering establishing as a Charitable Incorporated Organisation, the filing and regulation regime is potentially lighter, as highlighted here in our blog.
• For all large organisations (including for example many Royal Charter bodies and other entities) the failure to prevent fraud offence will come into force on 1 September. For such organisations, specific clauses relating to the prevention of fraud may help in evidencing that they have reasonable prevention measures in place. Clearly a package of other measures will be needed too, but failure to prevent fraud clauses, like anti-bribery provisions, will be a good way to place responsibilities on associated persons with whom they otherwise exert little control over. A defence to the failure to prevent fraud offence is available if an organisation has such prevention procedures as it was reasonable in all the circumstances to expect the body to have in place. It would be prudent for such organisations to start reviewing and planning for these clauses now.
• Other ECCTA changes already in place including a more proactive role for Companies House are discussed here.