UK Corporate Law Guide: Companies Act & ECCTA Rules 2026 | LegalDocuments.co.uk

At a glance

• Core statute: the Companies Act 2006 governs incorporation, directors' duties, share capital, filings and winding-up across the whole UK — England, Wales, Scotland and Northern Ireland — through a single Companies House register.
• Director duties: sections 171–177 of the Companies Act 2006 set out seven general duties, including promoting the success of the company and avoiding conflicts of interest.
• Company secretary: a private limited company has not been required to have a secretary since 6 April 2008 (s.270); a PLC must still have one.
• Confirmation statement: every company must file one at least once every 12 months (s.853A), confirming director, PSC, registered office and share capital details are current.
• Identity verification is now mandatory: from 18 November 2025, under the Economic Crime and Corporate Transparency Act 2023, new directors and PSCs must verify their identity as part of any filing. Existing directors and PSCs have until their company's next confirmation statement due date to verify, within a 12-month transition period.
• Lawful purpose statement and registered email: since 4 March 2024, companies must confirm on incorporation and each confirmation statement that they operate, or intend to operate, for a lawful purpose, and must give Companies House a registered email address.
• Corporate directors are still permitted for now: the provision that would require every director to be a natural person (s.156A) has not yet been brought fully into force. Check GOV.UK before assuming it applies.

This guide covers UK company law generally, with reference to England and Wales for procedural detail. It is not legal advice and does not take account of your individual circumstances — always verify current rules on GOV.UK and legislation.gov.uk, and take professional advice before acting.

The framework: which law does what

| Statute | What it does | |---|---| | Companies Act 2006 | The backbone: incorporation, constitution, directors' duties, share capital, filings, winding-up procedure | | Economic Crime and Corporate Transparency Act 2023 | Identity verification for directors and PSCs, registered email addresses, lawful purpose statements, expanded Companies House powers to query, reject and remove information | | Insolvency Act 1986 | Wrongful and fraudulent trading, insolvent liquidation, administration | | Company Directors Disqualification Act 1986 | Director disqualification for up to 15 years for unfitness, wrongful or fraudulent trading, or persistent filing failures | | Financial Services and Markets Act 2000 | Regulates capital markets and listed companies alongside the FCA and the UK Corporate Governance Code, for businesses that raise public capital |

Setting up a company properly

Incorporating a company at Companies House requires more than a name and an address. You need:

• At least one director who is a natural person (companies can currently also appoint a corporate director — see below)
• A registered office that is an "appropriate address": somewhere post addressed to the company will come to the attention of a person acting on the company's behalf, and where an acknowledgment of delivery can be provided. A PO box on its own is not acceptable.
• A registered email address for Companies House to use — a requirement in force since 4 March 2024. It is not published on the public register.
• A statement, on incorporation, that the company is being formed for a lawful purpose — also required since 4 March 2024.
• Memorandum and articles of association, details of any people with significant control (PSCs), and a statement of capital for a company limited by shares.

Model articles are a reasonable starting point for a simple company, but they rarely suit a business with outside investors, multiple founders, or plans to raise external capital — those situations usually call for tailored articles and, in many cases, a separate shareholders' agreement covering matters the articles do not, such as founder vesting, drag-and-tag provisions, and dispute resolution. See our guide to shareholder agreements for what that document typically covers.

Directors' general duties (ss.171–177)

The Companies Act 2006 codifies seven general duties that every director owes to the company, replacing the earlier common law and equitable duties:

1. Act within powers (s.171) — directors must act in accordance with the company's constitution and only exercise powers for the purposes for which they were conferred.
2. Promote the success of the company (s.172) — directors must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, having regard to factors including long-term consequences, employees, business relationships, community and environmental impact, and the company's reputation.
3. Exercise independent judgment (s.173) — directors must not fetter their discretion, subject to any agreement genuinely entered into or the company's constitution.
4. Exercise reasonable care, skill and diligence (s.174) — judged against the knowledge, skill and experience reasonably expected of someone in that role, and also against the director's own actual knowledge, skill and experience if higher.
5. Avoid conflicts of interest (s.175) — directors must avoid situations where their interests conflict, or may conflict, with the company's interests, particularly regarding exploitation of property, information or opportunity.
6. Not accept benefits from third parties (s.176) — a director must not accept a benefit from a third party conferred because of their position as director, or because of something done or not done as director.
7. Declare an interest in a proposed transaction (s.177) — a director with a direct or indirect interest in a proposed transaction or arrangement with the company must declare its nature and extent to the other directors before the company enters into it.

Board minutes, conflict registers and proper notice of meetings are not bureaucracy — they are the evidence that these duties were actually considered if a decision is later challenged.

Company secretary — required or not?

Since 6 April 2008, a private limited company has not been required to have a company secretary (Companies Act 2006, s.270), though it may appoint one if it wishes. Where a private company chooses not to have a secretary, anything that the Companies Acts would otherwise require to be sent to the secretary can instead be sent to the company itself.

Public limited companies must still have a company secretary, and that person must be qualified for the role — typically holding a relevant professional qualification or having served in the role, or an equivalent one, for a set period before appointment.

Keeping filings and registers current

Confirmation statement

Under section 853A of the Companies Act 2006, every company — including dormant and non-trading companies — must deliver a confirmation statement to Companies House at least once every 12 months, within 14 days of the end of the relevant review period. It confirms that the information Companies House holds is accurate: directors, registered office, share capital, and the PSC register. Since 4 March 2024, it must also confirm the company's intended future activities are lawful. See the confirmation statement guidance on GOV.UK for the current filing process, and our guide on how to change a UK company name if a name change is part of what you need to file.

Annual accounts

Separately from the confirmation statement, every company must file annual accounts with Companies House, with the specific requirements — abridged, micro-entity, small company or full accounts — depending on the company's size. Deadlines and exemptions are set out on GOV.UK and vary by company type; check the current position before relying on any specific figure.

PSC register

Every company must identify anyone who is a person with significant control (PSC) — broadly, someone holding more than 25% of shares or voting rights, someone with the right to appoint or remove a majority of the board, or someone who otherwise exercises significant influence or control — and keep this information up to date with Companies House. See our dedicated guide on people with significant control and the PSC guidance on GOV.UK.

Getting it wrong

Late or missing filings attract financial penalties and, for repeated or serious failures, can lead to the company being struck off the register or to director disqualification. Treat the compliance calendar as seriously as your tax deadlines.

Identity verification: what changed under the ECCTA

The most significant recent change to UK company law is the identity verification regime introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA).

• From 8 April 2025, individuals could voluntarily verify their identity with Companies House, either directly through GOV.UK One Login or through an authorised corporate service provider (ACSP).
• From 18 November 2025, identity verification became compulsory. Anyone newly appointed as a director, and anyone newly registered as a PSC, must verify their identity as part of that filing. Companies House will not accept the appointment or registration otherwise.
• Existing directors and PSCs — those already in post before 18 November 2025 — have a 12-month transition period. Each individual must verify their identity before the date their company's next confirmation statement falls due after 18 November 2025. In practice this means the effective deadline is different for every company, depending on its confirmation statement date, but the transition period ends across the board around 18 November 2026.
• Consequences of not verifying: once the deadline passes, an unverified individual cannot be included in any Companies House filing. If a company's confirmation statement is delayed because a director's or PSC's verification is outstanding, that individual commits a criminal offence. Companies House has said it will not prosecute for the first 12 months of the transition period, but this protection falls away once each company's own deadline passes.

Full guidance, including how to verify and what identity documents are accepted, is on GOV.UK's verifying your identity for Companies House page and the Changes to UK company law campaign hub.

Authorised corporate service providers (ACSPs)

An ACSP is a business or individual — an accountant, formation agent or company secretarial provider, for example — that files on behalf of others at Companies House. ACSP registration opened on 18 March 2025 and requires the applicant to already be supervised by a UK anti-money-laundering (AML) body. Companies House guidance indicates that, in due course, third parties will need to be a registered ACSP before they can file on behalf of clients — but the exact commencement date for that requirement has not yet been confirmed. Check the current position on the being an authorised corporate service provider GOV.UK page before assuming a specific deadline applies to your adviser.

What is not yet in force

Not every ECCTA-era reform is live. Two are worth flagging so you do not act on the assumption they already apply:

• A ban on corporate directors. Section 156A of the Companies Act 2006, which would require every director to be a natural person (subject to exceptions to be set out in regulations), was inserted into the Act in March 2024 "for specified purposes" — but the substantive prohibition itself has not been brought into force. The government has indicated it intends to commence this restriction, in step with the wider transparency reforms, but no date has been confirmed. If your company currently has a corporate director, that remains lawful for now; monitor GOV.UK and legislation.gov.uk for a commencement announcement.
• Mandatory ACSP registration for anyone filing on your behalf. As above, this is expected but not yet a firm legal requirement — verify the current position before treating it as settled.

Because these dates move, treat any specific commencement date you read elsewhere — including in this guide — as needing a fresh check against GOV.UK if you are relying on it for a live decision.

Director risk: personal liability and disqualification

Directors do not automatically shoulder company debts, but there are circumstances where personal liability arises:

• Wrongful trading under section 214 of the Insolvency Act 1986 — if a director knew, or ought to have concluded, there was no reasonable prospect of avoiding insolvent liquidation, and did not take every step to minimise loss to creditors from that point on.
• Fraudulent trading, breach of fiduciary duty, and unlawful dividends can also expose a director personally.
• Disqualification for up to 15 years under the Company Directors Disqualification Act 1986, for conduct that makes a director unfit to be concerned in the management of a company — this includes persistent filing failures as well as misconduct connected with insolvency.

Good record-keeping, timely advice when a company hits financial difficulty, and clear board minutes recording the reasoning behind decisions are the strongest practical protections. If a dispute with a co-director, shareholder or counterparty is already brewing, our guide on business and commercial disputes covers how those typically play out.

Practical next steps

1. Check every director's and PSC's identity verification status. If anyone was appointed or registered before 18 November 2025, confirm they know their deadline is tied to your next confirmation statement.
2. Confirm your registered email address and lawful purpose statement are on file — both have been required since 4 March 2024.
3. Review your articles and any shareholders' agreement if your ownership structure has changed, or is about to.
4. Build a compliance calendar covering the confirmation statement, annual accounts, and any changes to directors, PSCs or share capital that need reporting as they happen.
5. Take advice early if you are unsure how a specific rule applies to your company, or if you are facing a decision — such as a director resignation, a share issue, or a company in financial difficulty — where getting it wrong is costly to unwind.

This guide provides general information about UK corporate law and does not constitute legal advice. The law described was accurate as at August 2026 and is subject to change — several of the rules covered here, particularly the ECCTA identity verification regime, are still being rolled out, so always check GOV.UK and legislation.gov.uk for the current position before relying on a specific date or requirement.

Last reviewed: August 2026 by a non-practising solicitor · Next review due: August 2027 or on legislative change.