New Corporate And Limited Partnership Requirements Under The Economic Crime And Corporate Transparency Act 2023 (ECCTA): A Practical Guide To Impacts And Actions

ECCTA introduces wide-ranging and significant reforms to UK company and UK limited partnership (UKLP) laws. Its principal objectives are to: (i) expand the role of the registrar of companies (the Registrar) and strengthen the legal framework to prevent UK registered entities being used for criminal purposes; (ii) improve Companies House services and the quality and reliability of data on its registers; and (iii) strengthen the UK's broader response to economic crime.

Whilst many of the company law changes are already in force, the reforms to UKLPs will come into force this year (with the exact date to be confirmed). We have prepared a couple of user guides:

• an impact table of the corporate changes and new requirements, including timescales and action points on how existing entities are to comply
• a guidance note on the UKLP law reform that (i) covers registration; filing and transparency requirements and information; partnership accounts; dissolution obligations; and offences and penalties; and (ii) sets out immediate action points for existing UKLPs that will have to comply with the new requirements within a six-month transitional period

The following are some important points to note.

• Identity verification: Since 18 November 2025, identity verification (IDV) requirements apply for all UK directors who are individuals. These requirements apply as well to individual LLP members, PSCs of UK companies and LLPs, and directors of overseas companies with a UK establishment. In the future, IDV requirements will also apply to corporate directors, corporate LLP members, nominated officers of RLEs, and those who file at Companies House.
• Corporate reform: ECCTA introduces many corporate reforms in addition to the requirements around IDV. Companies are required to have an "appropriate" registered office and provide an "appropriate" email address to Companies House. They must confirm their "lawful purpose" on incorporation and state their intended future activities are lawful at each confirmation statement. Certain statutory registers are no longer required to be held by companies, and the information is instead to be filed at Companies House. The Registrar has greater authority to reject, query, and remove information that appears inconsistent. False statement offences have widened in scope, and it is an offence to deliver misleading or false statements to the Registrar "without reasonable excuse" (the previous threshold being to do so "knowingly or recklessly"). Accounts filing is moving to software only. Micro-entities will need to file their balance sheet and profit and loss accounts, and small companies will need to file a balance sheet, directors' report, auditor's report (unless exempt), and profit and loss account.
• UKLP reform: GPs/managers should bear in mind that they will need to submit information in relation to every partner in every UKLP in their structures, and although there will be a six-month transition period, it is worth making sure in advance that there are no current gaps in the information that they hold on their partners. For UKLPs, a general partner which is a legal entity (including LLPs and Scottish limited partnerships) will need to specify an individual managing officer to act as its "registered officer", and such a registered officer must have their identity verified.
• Failure to prevent fraud (FTPF) offence: ECCTA introduced a new offence of FTPF, effective since 1 September 2025, that sees certain organisations liable when a specified fraud offence (including offences under the Fraud Act 2006, such as fraudulent trading) is committed by associated persons (such as employees, agents, subsidiaries, or those who otherwise perform services). If convicted, the organisation can receive an unlimited fine. Although the risks and obligations under ECCTA may not represent a material departure from many firms' practices (and the large organisation thresholds may exclude all but the biggest entities), corporates, managers, and their advisers need to consider the FTPF offence and determine whether and how to update internal compliance, due diligence, monitoring, and reporting processes for new and existing investments. For managers, this will include investments in portfolio companies and relationships with service providers, such as placement agents, that play a role in bringing investors into the funds.
• Corporate criminal liability for economic crimes: New provisions have broadened the identification doctrine when finding corporate criminal liability for economic crimes. A body corporate or partnership will be liable if its "senior manager" acts within actual or apparent scope of their authority and commits a "relevant offence". Companies should identify their senior decision-makers and provide training and guidance on what would constitute an offence.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.