Economic Crime and Corporate Transparency Act 2023

Confirmation statements U.K.

59 Confirmation statements U.K.

(1) The Companies Act 2006 is amended as follows.

(2) In section 853A (duty to deliver confirmation statements)—

(a) in subsection (1), for paragraph (b) substitute—

“(b) a statement (a “confirmation statement”) confirming—

(i) that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, all of the information that it is required to deliver in relation to the confirmation period concerned under any duty to notify a relevant event (see section 853B),

(ii) that the company is delivering to the registrar at the same time as the confirmation statement any information that it is required to deliver by virtue of a duty imposed by any of sections 853BA to 853H, and

(iii) in the case of a company’s first statement under this paragraph, that the company has delivered to the registrar, or is delivering to the registrar at the same time as the confirmation statement, any information that it is required to deliver under section 167I, 279I or 790LG (pre-incorporation changes).”;

(b) omit subsection (2);

(c) for subsections (7) and (8), substitute—

“(7) For the purpose of making a confirmation statement a company is entitled to assume that information that has been delivered to the registrar has been properly delivered unless the registrar has notified the company otherwise.”

(3) In section 853K (confirmation statements: power to make further provision by regulations), in subsection (3), for “section 853A(2)” substitute “section 853A(1)(b)”.

Commencement Information

I1 S. 59 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I2 S. 59(1)(3) in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z12)

I3 S. 59(2) in force at 4.3.2024 for specified purposes by S.I. 2024/269, reg. 2(z12)

60 Duty to confirm lawful purposes U.K.

After section 853B of the Companies Act 2006 insert—

“853BA Duty to confirm lawful purpose

Where a company makes a confirmation statement it must at the same time deliver to the registrar a statement that the intended future activities of the company are lawful.”

Commencement Information

I4 S. 60 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I5 S. 60 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z13) (with reg. 5)

61 Duty to notify a change in company’s principal business activities U.K.

In section 853C of the Companies Act 2006 (duty to notify a change in company’s principal business activities), after subsection (1) insert—

“(1A) This section also applies where—

(a) a company makes its first confirmation statement, and

(b) by the time of its incorporation, the company’s principal business activities had changed from those specified in the statement under section 9(5)(c).”

Commencement Information

I6 S. 61 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I7 S. 61 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z14)

62 Duty to deliver information about exemption from Part 21A U.K.

In section 853H of the Companies Act 2006 (duty to deliver information about exemption from Part 21A), after subsection (2) insert—

“(2A) The statement under subsection (2) must specify—

(a) whether the company falls within the description specified in section 790B(1)(a) or a description specified in regulations under section 790B(1)(b), and

(b) if it falls within a description specified in regulations under section 790B(1)(b), what that description is.”

Commencement Information

I8 S. 62 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

63 Confirmation statements: offences U.K.

(1) The Companies Act 2006 is amended as follows.

(2) In section 853J (power to amend duties to deliver certain information), in subsection (4)(a)—

(a) at the end of sub-paragraph (i) insert “and”;

(b) for sub-paragraphs (ii) to (iv) substitute—

“(ii) every officer of the company who is in default;”.

(3) In section 853L (failure to deliver confirmation statement)—

(a) in subsection (1)—

(i) at the end of paragraph (a) insert “and”;

(ii) for paragraphs (b) to (d) substitute—

“(b) every officer of the company who is in default.”;

(b) omit subsection (4).

Commencement Information

I9 S. 63 in force at Royal Assent for specified purposes, see s. 219(1)(2)(b)

I10 S. 63 in force at 4.3.2024 in so far as not already in force by S.I. 2024/269, reg. 2(z15)