ECCTA in Practice: How Company Secretaries Must Adapt to the New Rules

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) received royal assent on 26 October 2023. ECCTA serves as an essential step in enhancing corporate transparency by introducing several new initiatives. 

While these reforms are a welcome step in tackling corporate crime, they carry significant implications for company secretaries and those responsible for managing a company’s compliance and administrative functions.

1. Company Registers

From 18 November 2025, companies will no longer be required to maintain certain statutory registers. These will instead be maintained centrally by Companies House:

• Register of Directors
• Register of Directors’ Usual Residential Addresses
• Register of Secretaries
• Register of Persons with Significant Control (PSCs)

Companies will be required to promptly notify Companies House of any changes to these registers, but they are no longer obligated to maintain their own versions.

Note that companies will still need to maintain their own register of members.

2. Identity Verification

ECCTA introduces a mandatory identity verification regime for all directors and PSCs.

Since April 2025, identity verification has been available voluntarily via Companies House or through an Authorised Corporate Service Provider (ACSP).

A transitional period of 12-months will commence on 18 November 2025. During this time:

• all newly appointed directors must verify their identity before appointment; and
• existing directors and PSCs must verify their identity before filing the next annual confirmation statement.

Company secretaries will play a key role in facilitating and managing this process.

3. Confirmation of Lawful Purpose

From 4 March 2024, companies are now required to confirm that their intended future activities are lawful:

• new companies must provide this statement on incorporation; and
• existing companies must include this confirmation in their annual confirmation statement.

Company secretaries must ensure appropriate internal controls and records are in place to support these declarations.

4. Failure to Prevent Fraud – A New Criminal Offence

From 1 September 2025, a new criminal offence of "failure to prevent fraud" applies to "large companies". That is companies having more than 250 employees, turnover exceeding £36 million, or assets exceeding £18 million.

These organisations may be held criminally liable if they fail to prevent fraud carried out by employees or agents that benefits the organisation, regardless of whether the fraud was authorised or known.

Importantly, if a "senior manager" engages in economic crime within their actual or apparent authority, the company may be held liable.

Company secretaries should:

• work with governance teams to identify individuals who meet the definition of a "senior manager" (this could be anyone who plays a significant role in decision-making);
• implement and document reasonable fraud prevention procedures; and
• facilitate and promote regular anti-fraud training across relevant departments.

Establishing these procedures may offer a defence to prosecution under the Act.

Further guidance on the failure to prevent fraud offence can be found here.

5. Companies House Powers & Enforcement

ECCTA gives Companies House enhanced powers to:

• scrutinise and reject suspicious filings;
• remove inaccurate or fraudulent information;
• impose penalties of up to £10,000; and
• pursue criminal sanctions, including imprisonment for up to two years.

Company secretaries now have a strengthened gatekeeping role, ensuring all filings (e.g. officer changes, PSC updates, confirmation statements) are accurate, timely, and compliant.

6. Administrative & System Updates

Companies must now comply with several new administrative requirements:

• registered office addresses must be physical addresses capable of receiving correspondence (PO boxes are no longer acceptable);
• a registered email address must be provided for communication with Companies House; and
• Companies House may require submissions via e-filing systems, requiring internal systems or third-party providers to ensure compatibility.

ECCTA significantly expands the scope of responsibilities for company secretaries in England and Wales.

No longer limited to administrative functions, secretaries are now central to:

• Governance and risk oversight
• Ensuring legal and procedural compliance
• Embedding fraud prevention controls
• Managing identity verification and statutory filings

Strong documentation, audit trails, and governance support will not only defend against penalties but also reinforce corporate credibility. From overseeing identity verification to embedding anti‑fraud controls, secretaries must take an active role in keeping companies compliant under ECCTA.