Category: Corporate Governance & Regulation

Meaning of “bona vacantia”

Bona vacantia is Latin term meaning “ownerless goods”. The bodies that deal with bona vacantia claims vary across the United Kingdom, but they all ultimately represent the Crown.

Under company law, when a company is dissolved, any remaining rights or property automatically pass to the Crown as bona vacantia. This includes valid rights such as a tax refund from HMRC. However, if the company never had a genuine legal entitlement, for example, because a claim was fraudulent, then no right existed in the first place and nothing passes as bona vacantia.

It is important to note that only formally dissolved companies are affected by bona vacantia. A company that is “in liquidation” or “being wound up” is in the process of closure but still legally exists. Until dissolution takes place, the company’s property and rights remain vested in the company.

In some circumstances, a company may apply to be restored to the register if it was dissolved less than six years ago. If restoration is successful, any property previously treated as bona vacantia revests in the company as though it had never been dissolved. However, restoration can be a very complex and costly process. For that reason, directors should ensure that all assets, including potential tax refunds, are properly addressed before a company is dissolved.

What Is a person with significant control?

A person with significant control (PSC) is someone who owns or exercises significant influence over a company. They can also be referred to as a “beneficial owner”.

Every UK company is required to identify its PSCs and register their details with Companies House. A company can have one or more PSCs.

A PSC is someone who meets one or more of the “nature of control” conditions.

A PSC is usually anyone who:

• has more than 25% shares or voting rights in your company
• can appoint or remove a majority of directors
• can influence or control your company or trust

Companies should review their register of members as well as their constitution and articles of association to help determine who meets these criteria.

When incorporating a company, and whenever PSC details change, the required information must be filed with Companies House within 14 days of confirmation. Required details include the PSC’s name, date of birth, nationality, correspondence or service address, level of shareholding and the date they became a PSC.

PSCs must also verify their identity and provide a personal code. Failing to provide accurate information, or refusing to respond to formal notices, is a criminal offence.

Company information in the public domain

Did you know you can monitor any UK company for free and get email alerts when key details change, which can help protect your own business from unexpected or unauthorised filings?

A significant amount of information about companies is available in the public domain from Companies House. Companies House is responsible for incorporating and dissolving limited companies, examining and maintaining statutory records, and making company information publicly accessible.

Much of this information is available free of charge, in line with the government’s commitment to open data. As a result, all publicly available digital information held on the UK register of companies can be accessed without cost.

The information available includes core company details such as the registered address and date of incorporation, details of current and resigned directors and officers, copies of documents filed with Companies House, mortgage and charge information, previous company names and insolvency records.

In addition, you can choose to monitor a company and receive email alerts whenever new documents are filed, such as changes to directors or registered office addresses. This can also be a useful safeguard for your own company, helping you to identify any unexpected or unauthorised filings at an early stage.

Company Voluntary Arrangements

A Company Voluntary Arrangement (also known as a CVA) is a special arrangement that allows a company with debt problems or that is insolvent to reach a voluntary agreement to pay its business creditors over a fixed period of time.

The arrangement is similar to the Individual Voluntary Arrangement (IVA) that can be used by a sole-trader or self-employed person who is unable to pay their debts.

An application for a CVA can only be made with the agreement of all directors of the company in question or all of the partners of a limited liability partnership (LLP). A CVA can only be created by using the services of an insolvency practitioner. They will be responsible for set up and administration of the arrangement.

Once an insolvency practitioner has been appointed the following steps will take place:

1. The insolvency practitioner will work out an ‘arrangement’ covering the amount of debt the company can pay and a payment schedule. They must do this within a month of being appointed.
2. The insolvency practitioner will write to creditors about the arrangement and invite them to vote on it.
3. A CVA must be approved by creditors representing at least 75% of the debt value of those who vote (rather than 75% of the total overall debt).

If the agreement is approved and the company does not meet the terms of the CVA then any of the creditors can apply to have the business wound up.

Why ID verification is supposedly good for business

Last week, we covered the new requirement for directors and persons with significant control (PSCs) to verify their identities from 18 November 2025. This process will be rolled out over 12 months, with Companies House reaching out directly to companies, providing guidance on what actions need to be taken and the deadlines for each step.

According to Companies House, ID verification is a significant step forward for UK businesses and offers numerous benefits. Ensuring that company directors and PSCs verify their identities, will help make sure that the people setting up, running and controlling companies are who they say they are.

This is intended to:

• improve the accuracy and reliability of data on the register;
• strengthen protections against fraud; and
• support a more transparent and trusted business environment.

This also enhances the credibility of data held by Companies House, which is important for businesses looking to build trust with investors, consumers and potential business partners. A verified presence on the register can help a business demonstrate they are legitimate and professional, helping them stand out in the competitive business landscape.

The introduction of ID verification will also make it harder for fraudsters or criminals to create anonymous corporate structures for illicit activities. This added layer of security strengthens the business environment by reducing the risks associated with fraud and economic crime.

For businesses, being listed on Companies House with verified details can boost credibility, aiding in securing contracts, attracting investors and accessing finance. It can also enhance opportunities for due diligence, helping companies evaluate potential suppliers and customers more confidently.

Have you verified your ID at Companies House?

From 18 November 2025, all company directors and people with significant control (PSCs) will be legally required to verify their identity at Companies House. This verification is being phased in over 12 months and Companies House is contacting companies directly with guidance regarding what needs to be done and by when.

These changes are intended to help ensure that people setting up, running and controlling companies are who they say they are. An estimated 6 to 7 million people will need to verify their identity by November 2026. The verification process will usually be a one-time requirement. Verification can be undertaken directly with Companies House through GOV.UK One Login or via an Authorised Corporate Service Provider (ACSP).

If you are using GOV.UK One Login you will be asked simple questions to find the best way for you to verify your identity. You must provide answers about yourself, not your company. Depending on your answers, you will then be guided to verify:

• with an app 
• by answering security questions online 
• by entering your details from your photo ID on GOV.UK One Login first, then going to a participating Post Office

To verify your identity at Companies House, you can use the GOV.UK online verification service if you have one of several accepted photo identification documents. These include a biometric passport from any country, a full or provisional UK photo driving licence, a UK biometric residence permit or card or a UK Frontier Worker permit.

If you do not have any of the accepted forms of photo ID but live in the UK, there are alternative ways to verify your identity. This includes verifying your identity in-person at a Post Office or using details from your bank or building society account together with your National Insurance number.

If you are unable to verify your identity using any of the available online or in-person methods, you can appoint an ACSP, such as an accountant or solicitor to verify your identity on your behalf. The ACSP must be registered with Companies House and a UK Anti-Money Laundering (AML) supervisory body. You will need to provide approved documents as evidence of your identity and the agent may charge a fee for their services.

16 years old – the minimum age for a company director

Thinking of starting a company at 16? Know the rules, risks and responsibilities before you take the leap.

The Companies Act 2006 does not set a minimum age for shareholders, meaning even minors can hold shares unless a company’s articles of association explicitly state otherwise. However, the minimum age for a company director in the UK is 16 years.

Directors carry significant legal responsibilities, including ensuring that company accounts and reports are accurate and filed on time with the relevant authorities. Even if the company is dormant, you must still submit confirmation statements and accounts annually without fail.

Setting up a company is generally straightforward, but being a director comes with serious ongoing responsibilities. These duties are not just formalities, and failure to meet them can lead to personal fines, disqualification or even imprisonment.

Even dormant companies must file annual accounts and confirmation statements regularly. While directors can delegate daily tasks, such as hiring an accountant or other professionals, they remain legally responsible for the company’s records, accounts, and overall performance.

Seeking professional advice before starting a company is highly recommended, especially for a 16-year-old unlikely to have all the necessary business knowledge.

Company director disqualification

Company directors have a legal duty to act responsibly and in the best interests of their business. If a director fails to meet these responsibilities, they can face disqualification from acting as a company director for up to 15 years.

Disqualification can result from ‘unfit conduct,’ which includes actions such as trading while insolvent, failing to maintain proper accounting records, neglecting to submit statutory accounts to Companies House, not paying taxes or using company money or assets for personal benefit. It can also occur if a director is subject to bankruptcy or a Debt Relief Order.

The disqualification process typically begins when The Insolvency Service investigates a company involved in insolvency proceedings or responds to complaints. If misconduct is suspected, the director will be informed in writing and given the option to either defend the case in court or voluntarily accept a disqualification through a formal disqualification undertaking. Other authorities including Companies House, the courts or a company insolvency practitioner can also initiate disqualification proceedings.

Once disqualified, an individual cannot be involved in forming, marketing or running a company or be a director of any company registered in the UK or an overseas company that has connections with the UK. Breaking these rules can lead to a fine or imprisonment. Disqualified directors are listed on public registers maintained by Companies House and The Insolvency Service.

When dividends cannot be paid

Under the Companies Act 2006, dividends can only be paid from realised profits, never from capital, no matter what a company’s Articles of Association say.

Dividends can only be paid by a company out of profits available for distribution, not from capital, even if the company’s Articles of Association suggest otherwise. This rule is established under Companies Act 2006, section 830, and forms a key legal restriction on dividend payments.

Profits available for distribution are defined as a company’s accumulated, realised profits (from both revenue and capital), not previously distributed or capitalised, minus its accumulated, realised losses, provided these losses haven’t already been written off through a formal reduction or reorganisation of capital.

HMRC’s internal manuals go further and state that the Act lays down what may be termed the ‘balance sheet surplus’ method of determining profits available for distribution. Under this, a company can distribute the net profit on both capital and revenue at the particular time, as shown by the relevant accounts.

Additional rules apply to certain types of companies including investment and public companies.

HMRC to increase anti-money laundering fees

Fit and proper test fee to jump from £150 to £700 under HMRC’s proposed AML supervision changes

Many businesses are monitored by the Financial Conduct Authority (FCA) or certain professional bodies for Anti-Money Laundering (AML) purposes. However, HMRC is responsible for supervising more than 36,000 businesses in 9 business sectors. There are registration and annual fees that are charged for anti-money laundering supervision by HMRC. These fees have remained the same since May 2019, and HMRC is currently looking to increase the fees that they charge within the current fee structure to meet the costs of providing effective AML supervision.

HMRC plans to increase the premises fee from £300 to £400, representing a 33% increase since 2019. The reduced rate for small businesses will also increase from £180 to £200. Most affected businesses operate from a single premises.

The approvals fee, which ensures responsible individuals (BOOMs) are suitable for their roles, will remain unchanged at £40. However, the fit and proper (F&P) test fee, which applies to MSBs and TCSPs due to their higher risk profiles, will significantly rise from £150 to £700.

HMRC also plans to reintroduce an application fee of £400 for businesses newly registering or reapplying due to lapsed registration. Finally, the sanctions administration charge will be revised. While previously tied to the type of penalty, HMRC proposes a flat £2,000 charge for all types of sanctions, capped at the value of the penalty. A separate lower charge of £350 will still apply for specific regulatory failures.

These changes are open for comment until 29 August 2025, and it is expected that further information on when these new charges will be introduced will follow shortly afterwards.