In Great Britain, the potentially harmful effects of activities in the marine environment are controlled by a complex system of marine management, primarily governed by the Marine and Coastal Access Act 2009 (MCAA). This article provides a brief introduction to MCAA, and considers how the current regime has operated to protect the marine environment.

MCAA introduced a single framework for marine management and licensing. At that time, the policy emphasised the need to sustainably manage, enhance and use the natural environment for the benefit of current and future generations[1]. This was effected in MCAA by imposing an objective on the regulator to contribute to the achievement of sustainable development (General Objective)[2].

How do we currently protect the marine environment?

The regulators of the GB marine environment (Regulators) further the General Objective primarily through marine licensing and conservation zoning, and the management of marine fisheries.

Marine Licensing

Unless an exemption applies, anyone undertaking an activity listed in MCAA must have a licence from the licensing authority[3]. The list of licensable activities captures most activities in the marine environment, including any that involve removing or depositing objects; constructing, altering or improving works (in or over the sea, or on or under the seabed); scuttling and dredging, among others. When determining an application for a marine licence, the licensing authority must have regard to the need:

• to protect the environment
• to protect human health
• to prevent interference with legitimate uses of the sea (e.g. navigation, fishing).

The authority may also consider any other matters that it thinks relevant, provided always that it functions in accordance with the General Objective.

Marine Conservation Zones (MCZs)

MCAA allows the Regulators to designate zones to conserve or protect species of marine flora and fauna, marine habitats, and other significant features of the seabed.

Where a public authority’s functions may affect an MCZ, that authority must act in the manner that best furthers or (if this is impossible) least hinders the MCZ’s conservation objectives.

To help further these objectives, and to protect MCZs generally, the Marine Management Organisation (MMO) may make byelaws to control activities not currently regulated (licensed) in the inshore region[4].

This supports a key MCAA objective of building a network of marine protected areas (MPA) that contributes to the conservation or improvement of the marine environment[5].

Marine Management Organisation (MMO)

MCAA established the MMO, the primary Regulator of marine activities in the seas around England and Wales. The MMO exercises many functions on behalf of the UK Government. In so doing, it must reach a balance between environmental, social and economic considerations.

Management of Fisheries

The MMO may, for example, make byelaws relating to the offshore exploitation of sea fisheries resources (animals or plants) in England and Wales for the purpose of conserving marine flora and fauna or marine habitats. The Regulators have greater powers in this respect in relation to certain MPAs.

MCCA also established inshore fisheries and conservation districts/authorities (IFCAs) to manage the exploitation of sea fisheries with a direction to ‘seek’ to ensure that this is carried out in a sustainable way.

Historically, GB’s fishing fleets and stocks were managed under the EU Common Fisheries Policy which aimed to ensure the long-term viability of fish stocks and promote sustainable fishing practices. The Fisheries Act 2020 now provides the framework for GB fisheries management.

Has the existing regime been effective?

Marine Licensing Though the Regulators may include any relevant matters in their consideration of marine licence applications, the prescribed decision-making criteria (see above) is protective and preventative.

The Regulators are encouraged by the General Objective to promote a positive change in the marine environment, but the language of marine licensing instead promotes decisions that maintain the status quo. The focus of policy remains on marine recovery and habitat enhancement, and there is some question on how that can be achieved under the current licensing regime.

Marine Conservation Zones

Some of the criticisms of how MCZs operate include:

a) Protecting features of conservation interest will not restore biodiversity

MCZs are intended to maintain or restore specific features (habitats or species) to ‘favourable’ condition, within defined areas. In this, MCZs are broadly successful; but there is evidence that feature-based conservation is not supporting the recovery of marine biodiversity[6].

A long-term study of conservation measures at Lyme Bay found that adopting broad-scale habitat measures across the whole site resulted in a significant increase in biodiversity; exceeding the objectives for the individual features of conservation interest.

The ‘whole-site’ approach is notably more aligned with EU Directives (from which the UK’s MPA policy derives) which recommend measures that improve an area’s “ecological integrity” – the coherence of its structure, habitats and species, as a whole.

b) MMO byelaws fail to promote positive change

As with the narrow focus of MCZ conservation objectives, the limited scope of the MMO’s byelaws regime undermines the wider goals of sustainable development. The MMO may make byelaws to further the conservation objectives of MCZs or to manage the exploitation of sea fisheries resources. In either case, the purpose of any byelaw made under this power is limited to the conservation or protection of specific marine features.

Given that MCAA’s model byelaws exclusively restrict or prohibit potentially harmful activities, it is unsurprising that there were only 10 MMO byelaws in force last year; all related to restricting the use of bottom-towed fishing gear[7]. There is a question mark over how the regime can promote activities beneficial to the marine environment, and ensure that it is not instead inhibiting them.

Management of Fisheries

A major criticism of the regime for protecting the GB marine environment is the failure to recognise that marine conservation and fisheries management are interdependent.

The ability of fish stocks to replenish themselves is dependent on marine habitats providing nurseries for juvenile fish. However, certain fishing activities are linked to the destruction of those very habitats. A report produced by Oceana in 2023, “Taking Stock, The state of UK Fish populations 2023”, stated that “…destructive bottom trawling is allowed in 90% of UK offshore marine ‘protected’ areas […] making a mockery of the concept of ocean conservation”[8].

Further, the Oceana report claims that 5 out of 10 of the UK’s most important fish stocks are being overfished or are in a critical state. If that is the case, then the levels of fishing activity in the UK are not supported by the existing marine habitats despite a long-term policy to promote sustainable fisheries.

A thriving fishing industry is considered essential in providing nutritious, local produce and must be supported with thriving marine habitats.

How can MCAA be used most effectively to improve marine environments?

MCAA provides a comprehensive framework for the protection of our marine habitats, as well as providing the authority and the tools for the Regulators to give effect to the General Objective. To date, however, it has been deployed restrictively, protecting specific features without contributing to the restoration or enhancement of marine habitats. Meeting the wider aims set out under MCCA, i.e. sustainable development, requires more than maintaining the status quo.

Since 2018, the UK Government has consulted on how to incorporate a requirement for “Marine Net Gain” (MNG). MNG refers to the principle that new marine developments[9] should leave the environment in a measurably better state than before development. For MNG to deliver on restoring marine habitats and increasing biodiversity, a holistic management approach to all marine activity must be adopted, harmonising the competing demands on our waters.

[1] Defra, “A Sea Change: A Marine Bill White Paper” (Defra, 2007) p 2.

[2] Strictly, the General Objective applies to the regulator in England. However, the equivalent organisation in Wales has a similar objective. For simplicity, we refer to both objectives as “the General Objective” here.

[3] The Marine Management Organisation, in England; or Natural Resources Wales (NRW), in Wales.

[4] The Welsh Ministers have an equivalent power to make “conservation orders” in Wales.

[5] This is to fulfil the UK’s requirement to designate ecologically coherent and representative networks of Marine Protected Areas under the Marine Strategy Framework Directive (2008).

[6] Siân E. Rees, et al. “Emerging themes to support ambitious UK marine biodiversity conservation” Marine Policy, Vol 117, 2020.

[7] MMO Guidance: Understand MMO marine conservation byelaws (Jan 2023).

[8] Oceana, “Taking Stock: The State of UK Fish Populations 2023” (Sept 2023), p 3.

[9] In this case, development activities in English waters below the mean low water mark.

We have touched upon the environmental advantages of promoting marine nature recovery throughout The Blue Economy publication. Sometimes, rightly or wrongly, it takes the identification of economic opportunities to really see the acceleration of an emerging sector.

In this article, we consider the commercial opportunities of marine net gain and highlight three innovative businesses that we are working with that are advancing marine nature recovery and building growth businesses while doing so.

The government released its response to the public consultation on the principles of Marine Net Gain (MNG) last year (the Response).

Net gain is the concept of leaving the environment in a measurably better state than prior to any development. We have seen an explosion of activity following the mandatory requirement on all land developers in England to deliver a 10% Biodiversity Net Gain (BNG) when building new housing, industrial or commercial development. The new mandatory BNG applies to developments on land and intertidal locations, down to the mean low water mark.

MNG will complement the mandatory BNG regime and, pursuant to the Response, apply to any development that takes place below the mean low water mark. Assuming the structure of the BNG regime is followed (and the Response does refer to strong support by respondents of a mandatory requirement for MNG), marine development will only be permitted if the developer brings about or secures an improvement in the marine environment.

Marine development includes, for example, fisheries, port and harbour development, sewage and waste transportation and offshore wind farms. All involve significant infrastructure and will frequently result in significant damage to the marine environment.

If mandatory MNG is adopted in line with the Response, there will be a statutory duty on all those in industries that undertake marine development, such as the marine fishery, marine engineering, marine transportation and marine energy sectors, to improve the marine environment either in and around their development or elsewhere.

So how does this create commercial opportunities?

We are seeing a burgeoning market develop for BNG units where on-site BNG is unavailable (i.e. the mandatory requirement to achieve a minimum 10% BNG cannot be achieved within the red-line boundary of a development site) and developers need to meet their BNG commitment by ‘buying-in’ BNG from a third party.

The same arrangement is easily plausible with MNG, with biologically rich and diverse marine environments being established in the best ecological places for them (which may be outside of the red-line boundary of a marine development) and the value in that marine biology bank being sold to developers that need to achieve MNG.

One of our clients who is exploring a collaborative approach to MNG is ARC Marine.

ARC Marine has developed a plastic free, carbon-neutral technology that it utilises in a line of specifically developed products, including reef cubes®, Marine Matts and Intertidal reef cubes®, allowing a variety of marine industries to leave a lasting positive impact on the environment where they would not have otherwise done so.

ARC Marine’s flagship products are designed to support and protect life on the sea floor. Manufactured entirely from marine-friendly materials, ARC Marine is offering a form of scientifically backed construction that is kind to the environment and enhances biodiversity.

Another client of ours in the blue sector is growing a network of scalable, offshore regenerative ocean farms or, as they like to call them, “algapelagos“.

Co-Founded in 2021 by three times world record holder, Olly Hicks, Algapelago secured the largest licence for kelp cultivation in the UK. Based in North Devon, the first Algapelago regenerative ocean farm (ROF) is positioned for optimal growing conditions and minimal spatial conflict. As well as growing kelp and shellfish, a key focus for the Algapelago pilot farm (and all future farms) is to convert the seaweed biomass grown into ready products, such as feed additives for livestock and crop bio-stimulants.

Our Q&A with Mollie Gupta of WWF (on pages 5 and 6 of this publication) highlights some of the benefits of seaweed farming, both in terms of the positive impact that it has in the ocean and in the way that seaweed products can be used to support increasingly in demand food systems.

Finally, Waterhaul is improving the marine environment by recovering ‘ghost gear’ from the coastline and recycling it into designer eyewear. Ghost gear (lost or discarded fishing gear at sea) is abundant, strong and durable (it can last for up to 500 years in the ocean) and costly for fisherman to dispose of.

These qualities have an incredibly detrimental impact on the environment, frequently resulting in ghost fishing where marine life gets trapped and entangled and attracts more species, but make it an excellent recycled, raw resource.

By creating a circular economy pathway for fishing gear, Waterhaul are able to give this ‘waste’ new value, incentivising recycling instead of disposal at sea.

If you have a growth business in the Blue Sector, we would be keen to hear from you.

In 2022, DEFRA launched a consultation on the principles of Marine Net Gain (MNG). The consultation considered MNG as part of an appropriate regime for putting the marine environment into ‘recovery’ – the sort of language that leaves little doubt about the state of our waters. The consultation proposed that MNG is mandated for certain developments, or infrastructure forming part of development, below the Low Water Mark.

The ambition is to secure “…the responsible and sustainable growth of marine industries”, putting biodiversity at its core whilst recognising the wider, additional environmental services. The proposals in the consultation set out that MNG would operate alongside existing planning policy and practice, and provide the tools for offsetting impacts from development that cannot be avoided, minimised or mitigated (the mitigation hierarchy).

The Aims of the Consultation

The consultation recorded that MNG will:

1. “secure positive outcomes for the environment by contributing to halting and reversing the longer-term trend of biodiversity decline through restoration and creation of healthy and high-quality marine and coastal habitats, and protection of species”
2. “deliver lasting improvements, contributing to ocean recovery, supporting efforts in climate change mitigation, resilience and adaptation”
3. “enable responsible and sustainable growth of marine industries and development activities, recognising their essential contribution to meeting the UK government’s climate change commitments, whilst ensuring the protection of our marine environment”
4. “define strategic objectives and goals, increasing the potential for relatively small interventions to make a more significant collective contribution to improvements in the overall status of the marine environment”.

MNG Principles

The consultation put forward 9 Principles for MNG. It is intended that those principles will inform an assessment framework, adopting a mandatory “nature first approach” that will be proportionate and appropriate to the scale and type of development. It is worth highlighting several of these principles.

Principle 1 – “Marine net gain will measure impacts on habitats and species.”

A focus on species as well as habitats reflects that the marine environment is highly dynamic and the species highly mobile.

Principle 2 – “Marine net gain will seek to incorporate environmental benefits underpinned by biodiversity”.

Recognising that biodiversity enhancement and habitat restoration can also deliver additional benefits or ecosystem services, e.g. water purification, coastal protection and carbon sequestration.

Principle 5 – “Marine net gain requirements will be proportionate and appropriate to the scale and type of development”

The consultation highlights the challenges of delivering a fully comprehensive framework and the delay that this will have on establishing a MNG regime. To tackle this (initially, at least) a contribution-based approach is proposed which would “operate like a levy on marine development” and be used to fund priority environmental enhancements or restoration projects.

Principle 8 – “Marine net gain will incentivise the delivery of strategic interventions in addition to meaningful site-based interventions.”

DEFRA anticipates that a directory of designated strategic interventions informed by the MNG principles will be established. The consultation set out that interventions could also incorporate non-statutory opportunities and referred to the Environment Agency’s Restoring Seagrass Meadows, Salt March and Oyster Reef (ReMeMaRe) project.

The Consultation Responses

Following a Freedom of Information Request, in January 2024, the full responses to the consultation were made public. There was broad agreement with the introduction of MNG and the principles proposed. A few themes from the responses included:

• concerns around increasing levels of uncertainty and an increased regulatory burden without addressing the main threats facing the marine environment
• the practical challenges of assessing and monitoring species as well as habitats
• concerns regarding how to develop a robust and appropriate metric to quantify residual impacts of marine development
• calls for a simplistic approach to deliver marine restoration, recovery and enhancement whilst avoiding additional layers of complexity
• questions over whether developments which deliver low carbon energy should have their wider climate change benefits assessed as part of an “environmental net gain” approach
• the need to address onshore pollution which significantly impacts and undermines marine restoration efforts and in particular, intensive agricultural
• the need to recognise marine activities that have significant and long-lasting impacts on the marine environment but which are likely to fall outside of the scope of MNG, including fisheries and shipping
• the need to consider a wider environmental net gain approach and in particular the impact on the British Energy Security Strategy to deliver 50GW of offshore wind by 2050.

The Future Fisheries Alliance (WWF, RSPB and the Marine Conservation Society) advocated for MNG to be integrated into a “holistic vision for our seas”. The Alliance points out that the fishing industry is a key beneficiary of MNG and stated in their response:

“Continuing to consider fisheries and aquaculture in a silo, removed from other marine industries and separated further by its lack of inclusion in a potential marine net gain system prevents its integration in a strategic vision for our seas, which considers all impacts, and ultimately limits Government’s ability to consider joint solutions to remove pressures on the marine environment.”

The Government’s Plans for MNG

As a result of the consultation, the UK Government has confirmed that it will (amongst other things):

1. include impacts on both habitats and species within the MNG assessment framework
2. recognise wider environmental benefits when assessing MNG interventions but only where they are underpinned by biodiversity enhancement
3. explore a selection of options for a contributions based approach alongside work to explore the applicability of biodiversity metrics to the marine environment
4. work with stakeholders to develop a process for assessing MNG and a basis for contribution, taking into account the level of impact
5. not include fisheries within the scope of MNG requirements.

Next for MNG

The Government has confirmed that it will now commission the evidence needed to take the proposals forward. Stakeholders will be invited to contribute to the policy development.

Going forward, a robust assessment framework is to be developed adopting a contributions-based approach and a “suitable simple metric” to assess impacts and interventions to the marine environment.

Seaweed, a marine alga typically found in coastal areas, forms part of the rich biodiversity within the Earth’s waters. The plant-like organism is well known to have a number of environmental, ecological and economic benefits for the planet. It should come as no surprise that it is now therefore a key focus area for tackling marine biodiversity loss and climate change mitigation and adaptation globally. In many countries, seaweed farming practices are already commonplace. Given the known potential benefits, seaweed farming has also become increasingly popular in the UK over recent years. This is notwithstanding the complex regulatory framework within which seaweed farming currently sits.

Global environmental charity, WWF, is one of the key organisations actively supporting seaweed farmers in the UK and undertaking vital research in this area. Mollie Gupta, Seaweed Solutions Project Manager at WWF, provides some exclusive insight into the seaweed industry and the work she is involved in.

What is your role at WWF?

I am the Seaweed Solutions Project Manager, which means I coordinate with all partners to ensure delivery of our wider strategy and programme of work. This work seeks to support seaweed farms to deliver environmental benefits in the UK, both from the point of view of seaweed farms having positive impact in the ocean and from the way that seaweed products can be used to support wider food system transformation.

What does the global and UK seaweed farming industry currently look like?

Seaweed aquaculture is already prevalent in many places around the world. The main producer regions include China, Japan, South Korea and Indonesia. Seaweed is often integrated into the cultures of some of these nations and seen as a delicious food ingredient.

In contrast in the UK, it is little known that before the industrial revolution, we actually used seaweed for years in farming, pharmaceuticals and textiles. Most of this seaweed came from wild harvesting. In recent years there’s been interest in seaweed farming and we’ve seen the number of farms grow significantly in the last 10 years; an exciting trend that we hope to see continue.

Why is seaweed farming considered “regenerative”?

Growing seaweed does not require any pesticide, fertiliser, freshwater, or feed. This makes it drastically different to many other forms of food and biomass production, which usually require significant input. In addition, seaweed grows quickly, is diverse in nutrients and uses, and can be combined with other forms of aquaculture such as shellfish cultivation.

Seaweed farms are able to reduce local acidification problems, help with eutrophication, and can support biodiversity by turning empty water columns into a 3D forest. For these reasons we consider it to be regenerative for the environment.

As well as helping to regenerate the ocean, seaweed farms can be supportive to local communities by offering jobs, supporting local tourism, and providing connection to the coast.

Why is WWF particularly interested in seaweed farming?

WWF is particularly interested in regenerative seaweed farming’s ability to bioremediate excess nutrients – such as run off from agriculture and pollution from sewage. Such seaweed could then, once harvested, be used as biostimulant and returned to field to help support crops to grow, reducing the need for synthetic fertilisers. This is just one example of how seaweed in the UK could support circularity in our food system and reduction in nutrient inputs, especially as we know nitrogen is a problem in our freshwater systems.

There are other innovative uses of seaweed which we are interested in, including seaweed as a possible feed protein in the future. We are working with Oceanium to see if it is possible to extract high quality protein from UK grown seaweed species, which matches other feed proteins like soy and could therefore one day help to displace these. This is an example of how our overseas land footprint and carbon footprint could be reduced by seaweed innovation in years to come.

We believe seaweed products could help to displace carbon intensive products such as fertiliser and feed protein, and therefore lead to overall reductions in the GHG emissions from our food system. However, we need seaweed farms to reach a degree of appropriate scale to be able to support these ambitions, and hence our programme is looking to support UK seaweed farming.

Tell us a bit about some of the seaweed projects WWF are working on at the moment?

There is the Oceanuim protein project discussed above. We are also looking at how seaweed biostimulant could help us to reduce synthetic fertiliser use in Norfolk – with project partners such as Norfolk Seaweed, UEA, Cefas, Biotechnica and others.

We are supporting a PhD project at Newcastle University looking into blue carbon cycling on seaweed farms.

We are funding biodiversity monitoring work with PEBL; looking at building the evidence base around the impact of seaweed farms on local ecology.

We have a large research project ongoing called the Value of UK Seaweed which will highlight and illustrate the potential benefits of a future UK seaweed farming sector.

We’ve also recently published social science research with SAMS. And more!

Are there any developments in the seaweed farming world that you have been particularly excited about recently?

There are many! The first harvest of shellfish and seaweed from an offshore wind farm in Sweden is an exciting development.

The recent Scottish Seaweed Industry Association (SSIA) conference was also brilliant and helped to bring the sector together. There are some helpful summary documents on the website which are worth a read.

The recent work published by SAMS which WWF supported and our future Value of UK Seaweed work which I have linked above are also significant.

What advice would you give to someone looking to enter the seaweed farming industry today?

This is an exciting sector with a future full of innovation and discovery. We would really encourage those interested to join the sector to closely consider the skill-set they can offer, and place this towards an area in need of support. That could be anything from hands on skills on sea farms, to marketing and communications support, to research and evidence building.

To find out more about WWF, visit www.wwf.org.uk.

We reported in November of last year regarding the new Economic Crime and Corporate Transparency Act (ECCTA) which introduced significant changes to UK company law and fundamentally reformed the role and powers of the Registrar of Companies (available here).

As mentioned in our previous report, some of the reforms will not be immediately introduced as they will require system development changes and secondary legislation. The first set of the proposed changes and the relevant draft regulations were recently announced by the government which we summarise below:

Registered Office Address, Registered Email Address, Confirmation Statements and Improving Quality of Data at Companies House – changes from 4 March 2024:

• All companies will need to supply a registered email address which Companies House will use to communicate with the company; it will not be available to the public. New companies will need to give a registered email address when they incorporate, whilst existing companies will need to give a registered email address when they file their next confirmation statement, with a statement date from 5 March 2024 onwards.
• There will be new rules for registered office addresses, meaning companies must have an appropriate address at all times (a PO Box address will no longer be acceptable); Companies House will take action against companies that do not have an appropriate registered office address.
• Companies will need to confirm on their annual confirmation statements that their future activities will be lawful; this will apply to all confirmation statements with a statement date from 5 March 2024. When incorporating new companies, confirmation that the company is being formed for a lawful purpose will also be required.
• Companies House will have broader powers to oversee company creation and ensure more reliable data; this will include more power to check, remove or decline information that seems incorrect or inconsistent with the information already on the register.

Companies House fees increasing from 1 May 2024:

On 19 February 2024, the Registrar of Companies (Fees) (Amendment) Regulations 2024 and the Registrar of Companies (Fees) (Register of Overseas Entities) Regulations 2024 (together the Fees Amendment Regulations) were published and laid before Parliament. The Fees Amendment Regulations amend existing Companies House fees, as well as introducing new fees to reflect amendments made to the Companies Act 2006 (CA 2006). The Fees Amendment Regulations will come into force on 1 May 2024.

In view of the above, Companies House announced they are increasing their fees from 1 May 2024 and published a list of all new Companies House fees.

In their blog published in July last year ‘Reviewing Companies House fees‘, the Registrar explained that their fees cover the cost of the services they deliver and Companies House does not make a profit on their fees.  Further, Companies House said that their fees are much lower than the global average (which have not changed since 2016) and many believe their fees are too low.

Reviews from professionals in certain sectors were mainly positive and some commenting that the increases were justified given the additional responsibilities and new powers provided to the Registrar which will ultimately enable Companies House to deliver a better service and allow access to accurate information on the register.

Companies House to be given power to issue financial penalties

On 19 February 2024, the Economic Crime and Corporate Transparency Act 2023 (Financial Penalty) Regulations 2024 (Financial Penalty Regulations) were published. The Financial Penalty Regulations will introduce the new civil penalties regime under the ECCTA. This means that Companies House will be given power to impose financial penalties on a person for offences under the CA 2006 instead of bringing criminal proceedings against that person.

Companies House will have discretion as to pursue a financial penalty (maximum fine not exceeding £10,000) or pass to law enforcement to consider criminal sanctions.

If the Financial Penalty Regulations are made on or before 1 May 2024, they will come into force on 2 May 2024. If they are made after 1 May 2024, they will come into force on the day they are made.

Company and Business Names/Objections to a Company’s Registered Name

On 20 February 2024, the government announced that it is introducing new laws which will affect the Company Names Tribunal – Notice: Changes to Companies Act 2006 which impact the Company Names Tribunal (Notice).

The ECCTA includes a package of reforms to strengthen the company and business names regime under the CA 2006. There will be amendments to section 69 of CA 2006 to expand the Registrar’s control over names as follows:

• section 69(1)(b) of CA 2006 is being amended so that an applicant can object to the respondent’s use of a challenged named in any jurisdiction (i.e. not only the use of that name in the United Kingdom) which would likely mislead members of the public in that jurisdiction;
• section 69(3) of CA 2006 is being amended to allow members or directors (at the time the challenged name was registered) to be joined as respondents with the company;
• section 69(4)(b) of CA 2006 is being repealed in its entirety so that a defendant will no longer be able to defend the challenge against a registered company name on the basis that the company (i) is operating under the name, or (ii) is proposing to do so and has incurred substantial start-up costs in preparation, or (iii) was formerly operated under the name and is now dormant.

There are no related transitional provisions under the ECCTA for the above changes, particularly, there is no provision for the repealed law to continue to apply in certain cases. The government aims to introduce this change on 4 March 2024, but this is subject to Parliamentary timetables. The Tribunal will publish the implementation date via an update to the Notice as soon as it is confirmed.

Conclusion

It would seem from the announcements and draft regulations published this February alone, the government and Companies House are moving swiftly to introduce the sweeping reforms of the ECCTA. We are monitoring the developments and will publish further updates as and when new measures are announced by the government. Companies House also has a dedicated website in relation to the reforms, where it will be sharing further updates in due course: https://changestoukcompanylaw.campaign.gov.uk/.

Michelmores has a dedicated Corporate Services team led by experts in the field of Company Law Compliance and Corporate Governance. The team will be happy to speak with you if you want to know more about the changes introduced by the ECCTA and how this will affect your business. Corporate Services | Michelmores

What is ESG?

Environmental, social and governance (ESG) is an overarching term that encompasses the focus upon a company’s performance in regard to environmental, social and governance challenges.  ESG considerations have come to the forefront of businesses’ strategies. This is due to the heightened awareness of the impacts of climate change and the wider shift in views on the importance of corporate social responsibility. ESG is, therefore, increasingly demanding the attention of the legal world, as firms seek to support and advise clients through their transition to a more sustainable and positive future.

During my first seat at Michelmores, I have gained a greater understanding of the pertinence of ESG issues across all areas of legal practice. It is exciting to see how teams across Michelmores are engaging collaboratively to solve ESG issues for clients and aspiring lawyers will need to get to grips with the broad range of challenges faced in this regard.

This article focuses on the “E” in ESG: It highlights some (but by no means all!) of the key practice areas through which a trainee solicitor at Michelmores can get involved in environmental and sustainability work during their training contract.

1. Real Estate

Approximately one-quarter of UK carbon emissions are generated from the built environment[1]. The real estate sector, therefore, faces major challenges in the transition to net zero, including the development of energy-efficient commercial property and the decarbonisation of existing building stock.  Developers, owners and occupiers are increasingly scrutinising the ESG credentials of their properties, which has led to heightened due diligence on buildings’ societal, wellbeing and biodiversity benefits. An example of these heightened concerns in practice is evidenced in the growth of green leases.

ESG considerations remain present in all stages of the conveyancing process. For example, Landowners looking to sell their land are now also considering the future value of the land’s natural capital potential. Overage provisions, traditionally used in conveyancing to provide for additional payments to the outgoing landowner if the value of the land increases in the future (such as on the granting of planning permission), are now being drafted to provide sellers with a portion of any revenue generated through future natural capital schemes.

Real estate, therefore, represents a key area through which legal professionals can advise clients on navigating environmental concerns and opportunities, and a good seat choice for aspiring solicitors wishing to upskill on ESG issues.

2. Planning/Projects

The passing of the Environment Act 2021 (EA 2021) has increased the obligations on planning authorities to consider the environment and the sustainability impacts of large projects and developments when assessing planning applications. A key example of this is the requirement for almost all new developments to produce a 10% uplift in biodiversity, known as biodiversity net gain (BNG). In practice, BNG and other statutory environmental protections are set out in s.106 agreements and conservation covenants between landowners and local authorities or responsible bodies. Clients require legal advice throughout the planning process to ensure compliance with new environmental regulations that now form part of wider planning requirements.

3. Agriculture

Agricultural land has become central to developers’ strategies to fulfil habitat conservation obligations via the purchase of off-site BNG, carbon or nutrient “credits”. Lawyers draft bespoke agreements that reflect the unique circumstance of the land involved and protect the interests of different stakeholders entering into environmental habitat schemes. Michelmores works closely with agricultural landowners and investors to advise on the merits and risks of such schemes.

At Michelmores, the exciting sustainability-focused legal work that is involved in the agricultural sector  is further evidenced by our Sustainable Agriculture team. The team has provided advice on cutting-edge sustainable agricultural practices for clients – including work for WWF to produce a report into the use of insect protein in UK farm feeds (which you can read more about here).

Agricultural law is an interesting and important aspect of wider environmental progress and an area that I would recommend to trainees hoping to gain exposure to sustainability initiatives in their training contract.

4. Corporate and commercial law

The financing of environmental projects and the commercial contracts that underpin them both represent further areas of law through which trainees can get exposure to environmental and sustainability work. This includes advising on corporate structures, drafting sale and purchase agreements for BNG credits, and drafting the contracts governing roles and responsibilities of stakeholders involved in habitat generation projects.

The success of future environmental projects will require the aid of private funding and an understanding of corporate and commercial mechanisms. Contracts for environmental schemes are often complex agreements that deal with the fast-paced change of environmental legislation. A strong understanding of contract law is therefore essential for aspiring lawyers hoping to progress their ESG legal credentials and seats in corporate and commercial teams will be valuable.

Further thoughts – the diversity of ESG work in law:

The above sectors represent just some examples of the areas of law through which a trainee solicitor at Michelmores can experience environmental and sustainability-focused legal work. The diversity of these areas demonstrates the benefits of experiencing varied seats during your training contract, as this will help improve your understanding of the different facets of ESG challenges faced by clients.

[1] UK GBC, Climate Change Mitigation Climate Change Mitigation | UKGBC

Getting job descriptions right

In my recent article about the need to take sponsor licence compliance obligations seriously, I analysed the case of Prestwick Care, a large care home operator in the North East, which lost its High Court challenge of the Home Office’s decision to revoke its sponsor licence.

It employed 219 sponsored workers out of a total headcount of 857 staff, and was found to have defaulted in a total of 31 instances across seven categories of compliance duty. Amongst these defaults were five employees who were sponsored as Senior Care Assistants under SOC code 6146, but whose actual duties did not match the job descriptions contained in their certificates of sponsorship. This led to a finding that they were not occupying genuine vacancies, a mandatory ground for revocation.

Hot on its heels comes another case, Supporting Care, which had an opposite result with the High Court quashing the Home Office decision to revoke its sponsor licence. But sadly this is not a major cause for celebration, as I explain below.

Supporting Care is a large domiciliary care provider registered with the Care Quality Commission, which has contracts with the NHS and local authorities allowing it to provide homecare to vulnerable and elderly individuals across several London Boroughs. Before revocation it had 68 sponsored workers out of a total workforce of 162 employees.

The Home Office visited the company’s premises on 3 April 2023 and on 11 May 2023 suspended their sponsor licence on the basis that they had identified defaults in respect of six categories of compliance duty. They issued a notice of revocation on 26 June 2023 but by the time the case came up for hearing in November 2023 the breaches had been whittled down to one area, relating solely to one employee, who was sponsored as a Senior Care worker.

Having interviewed the employee, the Home Office were not satisfied that her actual duties matched the job description on her certificate of sponsorship (CoS) or that her role represented a genuine vacancy, for example because the CoS contained an exaggerated or incorrect job description. Either of these breaches gives rise to a mandatory ground for revocation.

So the entire basis for revocation depended on a detailed analysis of the job description in her CoS and the Home Office’s assessment whether it matched her actual duties or was exaggerated or otherwise incorrect.

There were eight duties listed on her CoS and the employee was found not to be undertaking two:

• liaison with team managers and carrying out care plans for residents; and
• allocating shifts and rotas.

The Court was faced with the task of deciding whether ‘six out of eight’ meant that her actual role did not match her CoS job description, thereby triggering mandatory revocation.

In trying to find a balance between the inherent failings of a purely literal and strict approach compared with an interpretation that was too broad and allowed for substantial or significant variances, it found that:

“… the question of whether the role undertaken by [the employee] “matched” her CoS cannot be properly decided simply by counting off from the CoS list of duties, but instead requires a qualitative assessment of the duties.”

After carrying out an “objectively undertaken qualitative assessment” it concluded that the two “missing” duties were substantial and/or significant and her role did not therefore match her CoS. The mandatory revocation was therefore likely to be upheld by the Court.

However that was not the end of the matter. One of the grounds of challenge that Supporting Care had argued was that the Home Office had failed to conduct an adequately reasoned global assessment of all relevant considerations in deciding whether to revoke or downgrade the sponsor licence. In plain English, they had not considered what impact the revocation would have on the other 67 migrant workers and their families, the vulnerable individuals under care, the company itself and the wider industry. They had also failed to consider whether revocation was a reasonable and proportionate response to a single breach of compliance duty relating to the role of a single employee from a workforce of 162 workers.

This “impact” argument found favour with the Court, who used it to justify the quashing of the decision to revoke the licence. The policy that said that revocation was mandatory even for a single event of default was, in the circumstances, too harsh an outcome.

This was an exception to the normal rules, however, based on (1) the particular circumstances of Supporting Care and (2) that the Home Office had failed to explain why it was reasonable and proportionate to revoke their sponsor licence. The Home Office will no doubt be vigilant in the future in addressing “impact” arguments whenever a licence holder is litigating a revocation decision.

What is abundantly clear here is that the Home Office is prepared to pursue enforcement action even when there is only a single default of a mandatory ground.

Prestwick Care had also put forward an ‘impact’ argument, but had failed because it didn’t have the foresight to present the argument before the revocation decision had been made, a vital omission when launching a judicial review. And it is no surprise that its numerous breaches of sponsor duties, when considered against the single breach by Supporting Care, justified the revocation of its sponsor licence especially when the judge presiding over its case found that Prestwick Care“… could not be trusted to comply with its duties as a sponsor”.

Reports are rife that the Home Office has increased compliance enforcement action in the care sector and they are paying particular attention to whether the actual duties performed by sponsored care workers ‘match’ the job descriptions in their CoS.

Alongside the enforcement action, the Home Office is also demanding more detailed information when sponsors apply for Defined certificates of sponsorship (necessary when intending to sponsor a migrant worker who is living overseas). Amongst other things, they are asking for details of the business rationale, copies of current contracts to demonstrate that the business has genuine vacancies, staff rotas and copies of employment contracts.

So, what can we take-away from these two cases and the increased compliance enforcement?

Firstly, take your compliance duties seriously. The Home Office have a very low threshold for initiating enforcement action.

Secondly, pay particular attention to your choice of SoC code, to make sure that it is the most appropriate in the circumstances.

Thirdly, draft your job descriptions carefully and make sure that they are an accurate reflection of the actual duties of the job roles to be undertaken by the migrant workers.

Fourthly, be careful when entering the job description into the CoS – especially when entering the summary, which is limited to 1,000 characters and often is not enough to contain the entire job description.

Finally, and most important of all, review your existing choice of SOC codes and compare the actual duties of each sponsored worker against their job description contained in the CoS, and take remedial action in relation to any non-compliant job descriptions.

Before you embark on the journey to become a sponsor, it is essential that you ensure that you have the necessary people, policies and procedures in place to lawfully maintain the licence at all times during its life-span.  For those already in possession of a sponsor licence (even if you do not currently have any sponsored individuals working for you), ensure that you are regularly checking that you are satisfying all of your sponsor licence obligations.  We can draft and review policies, train staff, conduct compliance audits and even act as your Level 1 User to make sure you never suffer a similar fate to Prestwick Care or have to go through the pain and expense of the High Court legal action that Supportive Care had to endure.  If you need guidance, help or reassurance on sponsorship, please get in touch with the Michelmores Immigration team.

Whilst there is no dedicated ‘self-sponsorship’ Skilled Worker route, those who are seeking to set up a UK company, or have an existing UK company, may be able to sponsor themselves under the existing Skilled Worker route.

And here is how.

Step 1 – satisfy the mandatory requirements under the Skilled Worker route

There is no point in embarking on this route unless the role you plan to undertake in the UK will actually satisfy the Skilled Worker visa requirements. We therefore always advocate looking at this first before you start setting up a company in the UK. The Skilled Worker visa requirements include, having a genuine job vacancy, at the appropriate skill level, which will pay a salary in line with the general salary thresholds and the going rate for the UK role. In addition, you must be able to demonstrate a competent level of English language, and show that you have sufficient funds to support yourself without recourse to public funds.

You can find a complete breakdown of the mandatory requirements under the Immigration Rules, here. Please note that, as has been widely publicised, the basic salary threshold for new Skilled Worker visas is due to increase to £38,700 on 4 April 2024.

Step 2 – establish a UK company

Now that you’ve established that your role will meet the Skilled Worker visa requirements, you will have to set up a UK entity. If you already have a UK based company, you can skip straight to Step 3.

A non-UK national/resident individual can set up and become a director of a UK company. There is no minimum or maximum investment required and you can be a 100% shareholder of the company.  However, there are certain criteria that must be met in order to satisfy the legal requirements under the Company Act 2006. Meeting the criteria and completing the set up process correctly at the outset is vital, particularly with the upcoming changes to UK company law and the Companies House reforms. We have a very knowledgeable Corporate Services team at Michelmores who will be on hand to assist you with this part of the process. Amongst many things, they can prepare and file all of the necessary formal documents at Companies House to form a UK company and provide you with ongoing company secretarial support to ensure your company complies with its statutory obligations on a yearly basis. Registration of a UK company may be done electronically or by paper application and there is a same-day application facility if needed. Companies House charges a company incorporation fee of £10 for standard or £30 for same-day electronic application. Note that with the introduction of the Economic Crime and Corporate Transparency Act, Companies House fees are due to increase from 1 May 2024. Please contact the Corporate Services team at Michelmores if you need assistance with the formation of a UK company or provision of a company secretarial and/or registered office address service for your company.

In addition to the formal set up process, it is also advisable that you have an organisation chart, showing where your role will fit in, a business plan if your business is in the early stages of growth, a functional UK website, a company email address and, of course, sufficient funds to pay your proposed salary amongst other things.

There is also likely to be regulations specific to your home country in relation to setting up an overseas entity and we would strongly advise that you seek local legal advice to ensure you remain compliant with local laws. We have good connections with exceptionally talented lawyers around the world and we can put you in touch with the appropriate people to guide you through your local legal considerations.

Step 3 – apply for a sponsor licence

Once you have established a UK entity, or if you have an existing company, the next step is to apply for a Skilled Worker sponsor licence.

To successfully apply for a sponsor licence, the Home Office will require evidence that:

• Your business is genuine and operating lawfully in the UK

To satisfy this requirement, the Home Office requires at least four documents (one mandatory and at least three optional documents) from a list set out under Appendix A of the sponsor guidance. The exact documents required will depend on the industry in which your business operates. Where the business has been trading in the UK for less than 18 months (and therefore qualifies as a ‘start-up’) the following documents will generally be required:

In addition, the Home Office will normally expect you to have registered with HM Revenues and Custom to pay PAYE and National Insurance Contributions. You must register before the first payday but you cannot register more than two months before you start paying people. It can take up to 15 working days to get your employer PAYE reference number.

• Why does your business want a Sponsor Licence?

It is recommended that you also detail the specific reasons why you require the licence to sponsor you. In scenarios where your company is already set up, this may include reasons why you are no longer able to perform your duties remotely and you are required to undertake your business activity in the UK for the benefit of the organisation.

• Opening a UK bank account

Firstly, it is possible to open a UK bank account as a non-UK resident, however, the requirements vary depending on the bank and the individual opening the account. Only some banks offer accounts to overseas nationals. Other banks will require you to have a UK address or to be tax resident in the UK. Additionally, some banks may require you to attend in person in order to open a bank account whereas others do not. Further, some of the documents that the bank require, can be difficult to obtain whilst outside of the UK.

Therefore, we strongly encourage you to seek professional financial advice to assist with this process. We have many contacts in this area that we can recommend to you.

It is important to remember that, whilst the requirement to open a UK bank account is mandatory, it is not a requirement that your company be actively trading, or have generated any revenue, at the date of the application. If your company is not yet trading or has yet to generate income, we would suggest that the following evidence is provided to the Home Office to satisfy them that you are a ‘genuine’ organisation:

• Your business is capable of carrying out its sponsor duties

As a UK sponsor licence holder, your business will need to comply with certain duties, including record keeping, reporting and compliance with UK immigration laws.

Therefore, as part of the application process you will need to demonstrate that you have in place:

• • a HR policy and procedure (we can assist with drafting this);
  • recruitment systems and compliant right to work practices (we can provide you with the necessary training for doing this);
  • a system of record keeping; and
  • the required Key Personnel (see below).

• Appointing the Key Personnel

As part of the application process, you will need to appoint three Key Personnel, including:

• • An Authorising Officer (AO) – this individual is ultimately responsible for the licence and oversight of all migrant employees the business employs;
  • A Key Contact – who will act as the main liaison between the company and the Home Office; and
  • At least one Level 1 User – they will have unfettered access to the Sponsor Management System (SMS) and will, under the AO’s direction, undertake all the main functions required (e.g. reporting migrant activity, assigning Certificates of Sponsorship (CoS) and lodging any business changes). We can act as an additional Level 1 User to assist you with your compliance obligations.

In deciding who should fulfil these roles, it important to keep some key mandatory criteria in mind, such as Key Personnel roles can be filled by the same or different people and, importantly, each must be resident in the UK at the date of the application and throughout the period they fulfil the role. Also, the Level 1 User must be British or settled in the UK. There are various other requirements, which we will advise you on as part of the process.

Given the position here, it is essential that you have at least one trusted person, who is either British or settled in the UK, who you are willing to appoint as a paid director, employee or office holder of your UK business.

Step 4 – apply for your Skilled Worker visa

Once your sponsor licence has been approved, and you have assigned a Defined CoS to yourself, you will be ready to submit your Skilled Worker visa application.

You can apply for a Skilled Worker visa up to three months before you are due to start work in the UK. A decision on the application should be received in around 15 working days, and there are priority services available at an additional cost to expedite the process to around five working days.

You can elect to apply for the Skilled Worker visa to last for up to five years. After five years on a Skilled Worker visa, you may be able to apply to settle in the UK. It is currently possible for your partner and children to join you in the UK if you have a Skilled Worker visa (some limited exceptions exist).

If you would like to discuss the self-sponsorship process in more detail, please do get in touch with the Immigration team here.

To coincide with International Women’s Day (8 March), Michelmores’ angel investor network, MAINstream, is thrilled to be hosting its debut Bristol pitch event, followed by a Q&A with an experienced panel of investors, advisors and founders. The aim of the event is to secure investment for the four brilliant companies that are pitching and to recruit more female angel investors, to help accelerate the growth and diversity of angel investing in the South West.

The Firm launched MAINstream, the UKBAA registered network, in 2019. It now has over 65 member investors, seeking opportunities to actively invest in, and provide ongoing support to, innovative start-ups and exciting disruptive ventures – many who have themselves started, scaled, and exited successful businesses.

On Tuesday 27 February, Partners Chloe Vernon-Shore and Harry Trick will be hosting a MAINstream special in the Wiper and True Tap Room in Bristol. The event will give female founders the opportunity to pitch to a full room, and, hopefully, reach and recruit more female investors for the benefit of future female founders.

Chloe is an experienced Partner in Michelmores’ Commercial team, advising a wide range of clients on a spectrum of commercial issues that affect their businesses. Harry is a Partner in the Firm’s Corporate team and acts for scale-up companies on all stages of their equity fundraising journey through to exit, as well as regularly advising those who invest in them – including angel investors, venture capital funds, family offices and private equity.

Chloe comments: “True equity in investment is something that I feel very strongly about. Being an angel investor means investing in an early-stage business before institutional investors are likely to be interested. This means that there can be a lot of risk but also incredible rewards, with some investors realising 10, 20 sometimes 100 times on their investment.

“Women identify market gaps that men might not see (for example a female urinal to combat crazy lavatory queues) for the benefit of other women. It is great to be playing a small part in achieving that equity, and just before International Women’s Day.”

MAINstream regularly holds pitch events throughout the year where high-growth, early-stage companies are invited to present their businesses to the network. Upcoming events can be found here.

The Firm is proud that its female partnership stands at around 50 per cent, which highlights a positive step towards gender parity at Michelmores, as the Firm remains committed to promoting and sustaining the inclusive culture for which it is known.

For more information about MAINstream, visit our website. RSVP to the event here.

Michelmores has advised purpose led investment manager Triple Point on a long-term agreement to fund the development of TBC Partners’ energy storage assets.

Triple Point and TBC Partners, a joint-family office focused on impact and energy transition, have agreed a debt facility of £5 million to support TBC Partner’s development of Battery Energy Storage System (BESS) assets.

The debt facility will provide funding to support a portfolio of three BESS projects across the UK, which will contribute to balancing the electrical grid and bringing new renewable energy projects online. Once energised, the TBC Partners BESS Portfolio will store enough energy to power approximately 2,485,000 homes for a two-hour period, significantly bridging the issue of intermittent power supply.

The Michelmores team advising on the deal was led by Partner Karen Williams and Senior Associate Danielle Collett-Bruce, both from the Firm’s Banking team, alongside Partner from the Firm’s Commercial team, Ian Holyoak, as well as Partner Alex Watson and Solicitor Gruff Cartwright from the Firm’s Corporate team.

Danielle Collett-Bruce comments on the deal: “We are pleased to have advised Triple Point on this deal, which will support the drive towards balancing intermittent renewable energy generation on the grid. We are delighted to have played a role in this key project.”

Jessica Fisher, Investment Manager at Triple Point, adds: “We are delighted to have finalised our deal with TBC Partners at the start of this year, a significant step in scaling renewable energy integration throughout the UK. We appreciate the support from the Michelmores team in supporting this deal. Their collaborative and responsive approach has been appreciated. We look forward to working with them in future collaborations, aiming for more impactful deals ahead.”

This deal is very much in line with Michelmores’ own environmental principles as we to strive to address the use of renewable energy sources across the UK and work towards a fully decarbonised society. Michelmores has a strong legacy of helping clients to become more sustainable whilst also trying to reduce the impact that our own business has on the environment through initiatives such as Planet Mark.

Read more about the Michelmores’ Banking team on our website.

Background

The UK government has made it a priority to counter the use of corporate structures for fraud and money laundering with the introduction of The Economic Crime and Corporate Transparency Act (ECCTA), which received Royal Assent on 26 October 2023. Companies House (the UK’s Registrar of Companies) faces huge changes due to this legislation. Louise Smyth (Chief Executive of Companies House) even said “this is one of the most significant moments for Companies House in our long history”.

The details of the ECCTA and the upcoming changes were generally covered in our previous articles “How will Companies house Reforms affect Private Companies and their Directors?” and “The Economic Crime and Corporate Transparency Act (ECCTA) and the Companies House Reforms“.

The focus of this article is specifically around the changes to a small, but crucial piece of information – the registered office address (ROA) of a company and the new requirement for a company to register their email address at Companies House.

Current Legal Requirements

Every UK company, even those who carry out business from abroad, must have a ROA in the UK. This address must be a reliable address which official bodies (such as Companies House or HMRC) may serve correspondence, notices and reminders to the company. The ROA is shown on the public register, available for everyone to see. Unless a company has a Single Alternative Inspection Location (SAIL) address, it must keep its records and statutory registers available at the ROA. Any member of the public may request in writing to inspect these records (subject to a ‘proper purpose’ under the Companies Act 2006) at the company’s ROA or SAIL address.

The ROA must be a physical location in the country of incorporation. For example, a Scottish company must have a ROA in Scotland. The address used must also be displayed clearly on all letters, invoices and websites of the company as well as those of the company’s offices. Failure to comply with these requirements constitutes an offence committed both by the company and every officer of the company (including shadow directors) who is in default.

New Rules regarding the Registered Office Address and Email Address of a Company

The first set of changes introduced by the ECCTA will come into effect from 4 March 2024 (subject to secondary legislation being passed). There will be new rules for a company’s ROA which means that a company must, at all times, have an ‘appropriate address’ as their ROA.  An appropriate address is one where:

• any documents sent to the ROA should be expected to come to the attention of a person acting on behalf of the company; or
• any documents sent to that address can be recorded by an acknowledgement of delivery.

These changes mean you will not be able to use a PO Box as your ROA in the future.  Additionally, if your company is using an address of a service provider (such as accountants, law firms or company formation agents), now is a good time to review or assess your arrangements with them to ensure that your company has continuing authority to use such address and that there is an appropriate system in place for you to receive and acknowledge communications sent to the company in an efficient manner.

Another change concerns the introduction of a requirement for all companies to register an email address at Companies House, which will also come into effect from 4 March 2024 (subject to secondary legislation being passed). Before the ECCTA, there was no need to register an email address of a company at Companies House. Section 29 of the ECCTA will ensure that all companies must (at the point of providing registration documents) provide ‘a statement of the intended registered email address of the company, which must be an appropriate email address within the meaning given in section 88a(2)’. Section 88a(2) of the ECCTA provides that an email address is ‘appropriate’ if, in the ordinary course of events, any email sent ‘would be expected to come to the attention of a person acting on behalf of the company’.

Therefore, companies will need to confirm their appropriate email address on their annual confirmation statement together with a statement that their future activities will be lawful; this will apply to all confirmation statements with a statement date from 5 March 2024. When incorporating new companies, a company’s email address will need to be supplied and a confirmation that the company is being formed for a lawful purpose will also be required.

It is important to note that providing a registered email address will become as important as providing a ROA. A breach of these requirements will result in an offence being committed by both the company as well as every officer of the company who is in default.  Companies House will take action against companies that do not have an appropriate ROA or email address.

How To Change or Update a Company’s Registered Office Address

Below are the simple steps needed to change a company’s ROA:

1. Review your company’s articles of association to check for the procedure needed to change the ROA.

2. The company’s board of directors must approve this change. Any changes to ROA must be actioned within 14 days of the board’s approval.

3. File the form AD01 with Companies House either:

3.1. electronically via Webfiling; or

3.2. in paper form via post.

4. The ROA change will be effective from the date the notice is registered and accepted by Companies House.

Conclusion

In summary the above changes, albeit small, are critical. Transparency is a key theme to the wider changes in legislation. The ECCTA will go some way to protecting our economy against unlawful or fraudulent activities via corporate structures. Most companies will be able to adapt to these changes very easily but for some, company law changes can be quite daunting. Michelmores has a dedicated Corporate Services team led by experts in the field of Company Law Compliance and Corporate Governance who will be happy to speak with you if you want to know more about the changes introduced by the ECCTA and how this will affect your business. Our Corporate Services include the provision of company secretarial, registered office address and email address services to companies which are fully compliant with the ECCTA rules. Please contact any member of the Corporate Services team or email cosec@michelmores.com.

Andrew Oldland KC, a Partner in the Firm’s Commercial & Regulatory Disputes team, has been appointed the Chairman of a UK/Vietnamese working group advising the Vietnamese government on establishing an International  Centre (IFC).

The UK Foreign & Common Office (FCO) approached TheCityUK to access the expertise of its members to support the Vietnamese government in this initiative. The UK Government values its long-term partnership with Vietnam and Financein recognition of the diplomatic relations between the two countries, responded to the request of the Vietnamese government requesting assistance in the IFC’s establishment.

TheCityUK is the industry-led body representing UK-based financial and related professional services.

In March 2023 an ad hoc Working Group was established by TheCityUK to produce an initial scoping report. Given his experience in advising the Astana International Financial Centre (AIFC) in Kazakhstan, ARO KC was invited to chair the Working Group. Since 2017, ARO KC has been a member of the Legal Advisory Council to the AIFC, reviewing legislation and providing strategic legal advice, as well as leading the team which drafted many of the financial regulations for the AIFC.

Other members of TheCityUK’s Working Group include HSBC, Standard Chartered, Dragon Capital, Prudential, KPMG, Clifford Chance, Freshfields, ACCA, London Stock Exchange, CISI and Simmon & Simmons.

The Scoping Report was launched in June 2023, following which funding was provided by the FCO for further phases, including the formal establishment of Working Group under a Memorandum of Understanding between TheCityUK and the Ministry of Planning & Investment of the Vietnamese government.

In November 2023, ARO KC, together with senior figures from TheCityUK, led a delegation to Hanoi and Ho Chi Minh City, during which the Memorandum of Understanding (MoU) was signed, a number of high-level meetings with relevant ministries and the State Bank of Vietnam took place, and the Working Group held the first of a series of meetings scheduled for the next 12 months.

The Working Group is aiming to produce a set of recommendations for the IFC project by September 2024.

As a Partner in Michelmores’ Commercial & Regulatory Disputes team, ARO KC specialises in contentious regulatory work, focusing on international financial regulation and white collar crime.

He is barrister, King’s Counsel and a part-time judge sitting in both civil and commercial and criminal cases, having joined Michelmores from the independent bar in 2011 and acting as the Firm’s Senior Partner between 2017 and 2021.

For more information or to contact Andrew Oldland KC, visit our website.