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.

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.

You now need to set up a verified GOV.UK One Login to confirm your identity with Companies House.

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.

You will also need to provide your current address along with the year you moved in, and you must sign into or create a GOV.UK One Login account to complete the process. Your verified identity will then be linked to your GOV.UK One Login account.

A recent update to the guidance published by Companies House makes it clear that each email address can only be used once for identity verification. If other individuals use the same email address to access GOV.UK One Login, they will need to register a separate account with a different email address.

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. These include 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 Authorised Corporate Service Provider (ACSP), such as an accountant or solicitor to verify your identity on your behalf.

Overseas property owners must now report earlier ownership changes or risk penalties from 31 July 2025. Under new rules introduced by the Economic Crime and Corporate Transparency Act 2023, entities that registered on the UK’s Register of Overseas Entities must disclose any changes in beneficial ownership that occurred during their pre-registration period. This adds to the annual update requirements already in place and supports HMRC’s efforts to combat offshore tax non-compliance. Missing a deadline or failing to register can result in fines, and can make it impossible to sell or mortgage the property.

The Register of Overseas Entities came into force in the UK on 1 August 2022. The register is held by Companies House and requires overseas entities that own land or property in the UK to declare their beneficial owners and / or managing officers.

From 31 July 2025, overseas entities must report any beneficial ownership changes that occurred during the pre-registration period when filing an updated statement with Companies House. This is a new measure that was introduced under the Economic Crime and Corporate Transparency Act 2023.

The pre-registration period is different for every overseas entity. It’s between 28 February 2022 and either:

• the end of the transition period (31 January 2023); and
• the entity’s registration date, if it registered before 31 January 2023.

There is an annual filing requirement for the register of overseas entities. This means that registered entities must file an overseas entity update statement one year after the overseas entity was registered, and every year after that. This is required in order to inform Companies House of any changes, or to confirm that the information they hold is still correct.

Information on the register is available to HMRC and is used to help identify offshore tax non-compliance of:

• overseas legal entities
• overseas legal arrangements
• beneficial owners (including settlors, beneficiaries etc).

There are financial penalties for entities that have failed to comply with the rules. As well as financial penalties, overseas entities which fail to register will find it difficult to sell, lease or raise charges over their land.  

Identity verification is now rolling out for directors, PSCs, and agents, with more filing roles to be included soon under new anti-fraud rules.

Companies House is beginning to roll out mandatory identity verification. This is part of wider reforms introduced by the Economic Crime and Corporate Transparency Act that was granted Royal Assent in October 2023. This legislation strengthens Companies House’s authority to prevent the misuse of corporate structures and tackle economic crime.

A key feature of the Act is the requirement for identity checks for individuals involved in company formation, management, or ownership in the UK. Eventually, anyone incorporating a company or being appointed as a director or a person with significant control (PSC) will be legally required to complete identity verification.

Authorised Corporate Service Providers (ACSPs)

Since 18 March 2025, any ACSP that is defined as an individual or organisation conducting Anti-Money Laundering (AML) supervised activities must verify their identity before they can register as an authorised agent with Companies House.

Since 8 April 2025, ACSPs that are registered as authorised agents are permitted to carry out identity verification on behalf of their clients. This means that only those registered as authorised agents will be allowed to submit filings on behalf of other businesses.

Directors and Persons with Significant Control (PSCs)

Also, since 8 April 2025, directors and PSCs are able to verify their identity voluntarily. Over time, this step will move from optional to mandatory, forming a required part of compliance when forming or managing a company.

Individuals Filing with Companies House

At present, identity verification is not compulsory for individuals submitting filings to Companies House. However, this will also change in due course, with verification becoming a statutory obligation in the future.