Essential Corporate News – Week ending 23 February 2024

DBT: The Economic Crime and Corporate Transparency Act 2023 Financial Penalty Regulations 2024 - Draft

On 19 February 2024, the draft Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 were laid before Parliament (FP Regulations), together with a draft Explanatory Memorandum. These will allow the Registrar of Companies (Registrar) to impose a financial penalty on a person if satisfied beyond reasonable doubt that they have committed misconduct amounting to a relevant offence under the Companies Act 2006 (CA 2006).

Currently, the only civil penalty regime operated by Companies House is the late filing penalty regime, where a company automatically incurs a penalty for failing to file its accounts on time. This regime will remain unaffected by the FP Regulations.

However, as part of the reforms made by the Economic Crime and Corporate Transparency Act 2023, the FP Regulations will enable the Registrar to impose a financial penalty directly, as an alternative to pursuing criminal prosecution through the courts. The Registrar will be able to impose a financial penalty on a person if satisfied, beyond reasonable doubt, that the person has engaged in conduct amounting to a relevant offence under the CA 2006 (as defined in section 1132A).

This financial penalty regime will sit alongside possible criminal sanctions, so that in all cases the Registrar will have the discretion to choose to pursue a financial penalty or pass to law enforcement to consider criminal sanction. The Explanatory Memorandum states that Companies House will publish guidance on their approach to enforcement and imposing financial penalties before they start issuing financial penalties, and that this guidance will be similar to guidance on the approach to enforcement of the Register of Overseas Entities.

The FP Regulations include provisions enabling the Registrar to serve warning notices and penalty notices, and to vary or revoke a penalty notice. A procedure for appeals against penalty notices is also set out.

The FP Regulations are expected to come into force on 2 May 2024 if they are made on 1 May 2024, or, if made on or after 2 May 2024, on the day after they are made.

(DBT, The Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 – Draft, 19.02.2024)

(DBT, The Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 – Draft Explanatory Memorandum, 19.02.2024)

Companies House: Changes to fees from 1 May 2024

On 19 February 2024, Companies House announced changes to various sets of fees, including the following:

• Company incorporation and registration fees
• Limited liability partnership fees
• Overseas company fees
• Limited partnership fees

The changes stem from the Registrar of Companies (Fees) (Amendment) Regulations 2024 and the Registrar of Companies (Fees) (Register of Overseas Entities) Regulations 2024 which were made on 14 February 2024, laid before Parliament on 19 February 2024 and come into effect on 1 May 2024.

(Companies House, Changes to fees from 1 May 2024, 19.02.2024)

FRC: UK Stewardship Code signatories

On 21 February 2024, the Financial Reporting Council (FRC) announced the latest signatories to the UK Stewardship Code (Code). There are now 273 signatories to the Code, representing £43.3 trillion assets under management, with signatories including 188 asset managers, 66 asset owners and 19 service providers.

The Code, which the FRC is to review during 2024, comprises a set of 12 ‘apply and explain’ Principles for asset managers and asset owners, and a separate set of six Principles for service providers. At the same time as announcing the new signatories, the FRC also published a document, Advice for Signatories and Applicants in 2024, to help signatories and applicants to the Code prepare fair, balanced and understandable reports in 2024. It provides recommendations to help organisations produce high-quality stewardship reports that demonstrate how they have applied the Code's Principles across areas such as investment research, decision-making, monitoring, engagement, and exercising voting rights.

(FRC, FRC announces successful signatories to UK Stewardship Code, 22.02.2024)