Since 4 March 2024 the registrar of companies has had a duty to protect the integrity of the register and the powers to do it. Companies House can now refuse a filing that is inconsistent with what it already knows, require anyone to provide information to answer a query on pain of a criminal offence, annotate records that look misleading, and remove material that was not properly delivered.
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Why did Companies House get new powers?
Before the Economic Crime and Corporate Transparency Act 2023, the registrar was required by law to accept information that was properly delivered, with limited powers to question or correct it. The government’s factsheet on the registrar’s role says the old law gave few powers to ensure the integrity or accuracy of the register.
The Act inserted section 1081A into the Companies Act 2006. It gives the registrar four objectives which must be promoted in carrying out all registrar functions:
- to ensure that anyone required to deliver a document does so, and that the requirements for proper delivery are met;
- to ensure that information on the register is accurate and that the register contains everything it ought to contain;
- to ensure that records kept by the registrar do not create a false or misleading impression to members of the public; and
- to prevent companies and others from carrying out unlawful activities, or facilitating unlawful activities by others.
Companies House announced that the first measures, including greater powers to query information and to remove inaccurate information, came into force on 4 March 2024. Section 1062A also now requires the registrar to analyse information it holds for the purpose of preventing or detecting crime.
Can Companies House reject a filing because it looks wrong?
Yes. Section 1073A allows the registrar to refuse to accept and register a document if it appears inconsistent with other information held by or available to the registrar, and, in light of that inconsistency, there are reasonable grounds to doubt whether it complies with the requirements as to its contents. The refusal is given by notice to whoever delivered the document, and a refused document is treated as not delivered.
This goes further than ordinary rejections for a missing signature or statement, which are covered in why Companies House rejects filings. The comparison can be with information “available to” the registrar, not just what is on the company’s own record. The factsheet explains that where a query is raised before registration the filing is rejected with a reason, and it may be rejected again if resubmitted without the query being resolved.
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What is the power to require information?
Section 1092A lets the registrar, by written notice, require any person to provide information so the registrar can determine whether a person has complied with a duty to deliver a document, or whether information in a document received is part of the register. The notice can set the form and manner of the reply and the deadline, and the registrar can extend the deadline in writing.
The power is not limited to the company. Companies House guidance says it can be used to require any person to provide information. Under section 1092B, failing to comply without reasonable excuse is an offence. On indictment the maximum is two years’ imprisonment, a fine or both. Where a firm commits the offence, every officer in default also commits it.
The government factsheet says the power covers information already on the register as well as new filings, will be used with discretion on a risk based approach, and will be targeted at information that appears fraudulent, suspicious or a threat to the integrity of the register. A query can start from Companies House’s own knowledge or a concern raised by a third party.
What happens when information conflicts with the register?
Section 1093 deals with information already delivered. Where a document is inconsistent with other information in the registrar’s records, the registrar can give the company notice stating how it appears inconsistent and requiring the company, within 14 days beginning with the date of issue, to take the steps reasonably open to it to resolve the inconsistency, for example by delivering replacement or additional documents. If the company does not comply, the company and every officer in default commit an offence.
The registrar also has power to annotate the register. Section 1081 requires notes recording, among other things, when a document was replaced and when material was removed, under what power and what it was. Companies House guidance adds that where information appears misleading or confusing, the registrar may annotate the register to remedy that as far as possible. An annotation stays visible to anyone searching the company, which is why many directors will want to resolve a query before it gets that far.
When can Companies House remove material from the register?
Section 1094, substituted by the 2023 Act, allows the registrar to remove anything that appears to be a document, or material derived from a document, accepted even though it was not properly delivered, or unnecessary material as defined in section 1074. Companies House guidance treats a document whose contents are factually inaccurate as not properly delivered.
Removal can be on the registrar’s own motion or on application, usually on form RP08 with supporting evidence. Where the registration of the material had legal consequences, such as an incorporation, section 1094(3) only allows removal if the interest of the company or applicant in removing it outweighs other people’s interest in it remaining. Companies House says it may remove information from an incorporation application but will not remove the whole form or the certificate of incorporation.
The guidance also says that in urgent cases material may be removed first and notice given afterwards; otherwise interested parties are usually given a notice period in which to object. Where someone has been named as a director without their knowledge, Companies House says it can remove their details once satisfied they were falsely named.
How might a query play out?
Illustration only. A company files a notice appointing a new director. The residential address given is a block of flats that Companies House data shows is already used by several hundred unconnected companies, and a member of the public has reported that their name has been used.
- If the issue is picked up before registration, Companies House can refuse the appointment notice under section 1073A, and the company must resubmit with the inconsistency resolved.
- If the notice has already been registered, the registrar may issue a section 1092A notice to the company, the person who filed it or the named individual, asking for evidence of consent and of the address.
- If the company ignores the notice, it and its officers risk prosecution; the registrar can also annotate the record and remove the appointment if satisfied it was not properly delivered.
A legitimate company dealing with a query should reply within the deadline, ask in writing for an extension if more time is genuinely needed, and keep copies of what was sent.
What sanctions sit behind these powers?
Beyond the specific offences above, sections 1112 and 1112A make it an offence to deliver a document or make a statement to the registrar that is misleading, false or deceptive in a material particular. The basic offence applies where this is done without reasonable excuse; the aggravated offence, which carries up to two years’ imprisonment on indictment, applies where it is done knowingly.
Section 1132A allows regulations giving the registrar power to impose a financial penalty, capped at £10,000, where satisfied beyond reasonable doubt that a person’s conduct amounts to a relevant offence under the Act. Companies House’s enforcement policy lists financial penalties, prosecution, annotation of the register, querying powers and striking off among the tools it will consider, escalating with how serious or persistent the non compliance is.
Related powers cover the registered office, where Companies House can move a company to a default address (see registered office address rules), and identity verification for directors and people with significant control, which the government said would be added to the requirements for proper delivery.
What should directors and their accountants do differently?
- Check that each filing agrees with what is already on the public record and with other filings, such as PSC details against the shareholder information.
- Answer any Companies House letter or email promptly; Companies House says it uses the registered email address to contact the company (see the registered email address requirement).
- Correct genuine errors through the proper route: a replacement document with form RP01 where the original was not properly delivered, or a second filing on form RP04 for a trivial inaccuracy.
- Do not file information you have not checked. “The client told me” may not amount to a reasonable excuse for a false filing.
- Accountancy firms should also remember their separate duty to report material PSC discrepancies; see PSC discrepancy reporting.
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Related Accountapedia entries
- Annotations on the Companies House register
- Removing wrong information from the Companies House register
- Reporting fraudulent filings at Companies House
- Companies House data sharing with other agencies
- False statements to Companies House: the offences
- Can you remove a shareholder from a company
Related cover: Directors and officers insurance. Ask for a quote or call 01795 841 310.
Sources
- legislation.gov.uk: Act 2006 c. 46, section 1081A
- GOV.UK: Companies house begins phased roll out of new powers to tackle fraud
- legislation.gov.uk: Act 2006 c. 46, section 1062A
- GOV.UK: Economic crime and corporate transparency act the role and powers of t
- legislation.gov.uk: Act 2006 c. 46, section 1073A
- legislation.gov.uk: Act 2006 c. 46, section 1092A
- legislation.gov.uk: Act 2006 c. 46, section 1092B
- legislation.gov.uk: Act 2006 c. 46, section 1093
- legislation.gov.uk: Act 2006 c. 46, section 1081
- legislation.gov.uk: Act 2006 c. 46, section 1094
Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.
