We take you through a new set of company law changes on the horizon this year
Author: David Williams
Key contact: John Grant
2025 has landed, and companies and their directors will need to be aware of a new set of company law changes on the horizon this year.
Company law changes mean updated expectations of company directors. This set of anticipated reforms are thanks to implementation of the Economic Crime and Corporate Transparency Act 2023 and the progression of the Company Directors (Duties) Bill through Parliament.
We’ve summarised the main points so you can make sure you stay compliant in 2025.
1. Economic Crime and Corporate Transparency Act 2023 (ECCTA): Provisional timeline for implementation
The Economic Crime and Corporate Transparency Act 2023 (ECCTA) is intended to reform the role of Companies House, enabling it to become a more active gatekeeper of information filed on behalf of companies.
From Spring 2025: it is intended that anti-money laundering supervised firms and sole traders (such as accountant or solicitors registered with their respective professional bodies) will be able to apply to become authorised corporate service providers with Companies House. This would permit them to carry out identity verification services with individuals who can voluntarily verify their identity. It is planned that all directors and persons of significant control will eventually need to have their identity verified by either Companies House or an authorised corporate service provider.
From Autumn 2025: The identification verification requirements should become compulsory for all new directors and persons of significant control and a 12-month period in which all existing directors and persons of significant control will need to verify their identity will begin.
Following this, it is intended that any person making filings at Companies House will need to verify their identity, but this requirement is not expected to be implemented until 2026.
Note: be prepared for potential delay!
The new requirements noted above have been pushed back from their original implementation timeline already so there is a reasonable possibility of further delay – especially as implementation will require the passing of Statutory Instruments by Parliament.
From 01 September 2025: The new criminal offence of failing to prevent fraud under ECCTA will come into force.
Under this new offence, large business structures or companies may be held criminally liable where an employee, agent, subsidiary or other associated person commits fraud intending to benefit the organisation. The offence will only apply to large companies (businesses with more than 250 employees and a turnover of more than £36 million or more than £18 million in assets), not-for-profit organisations and incorporated public bodies. It will a valid defence for businesses to show that they had reasonable procedures in place to prevent fraud.
2. Directors’ Duties Updated: Company Directors (Duties) Bill
The Company Directors (Duties) Bill is a private members bill due for a second reading on 4 July 2025. The Bill will amend the director’s duties under the Companies Act 2006. requiring directors to balance their duty to promote the success of the company with duties to the company’s employees and the environment.
The passage of the bill remains in its early stages and so the text of the amendment has not been finalised. Its overall impact if passed will therefore remain an open question until later in the year. Nevertheless, if the bill becomes law, directors will need to reconcile these new duties with the duties that already exist under the Companies Act 2006.
It will be important for company directors to stay up to date with changes to companies law and their duties as directors in order to avoid unanticipated legal issues.
For further advice on understanding how the changes impact your business, and on implementing new duties, contact our Corporate team.
