Fit and proper criteria for Authorised Corporate Service Providers

Under section 1098B of the Companies Act 2006, the registrar must refuse an application to register an Authorised Corporate Service Provider (ACSP) if the applicant is not fit and proper to carry out the functions of an ACSP. The registrar will also monitor existing ACSPs to make sure they continue to be fit and proper to carry out ACSP functions after registration. 

The fit and proper assessment is intended to help make sure that ACSPs are suitable to carry out ACSP functions. It considers whether there are matters that call into question an applicant’s, or existing ACSP’s, suitability to carry out those functions.

This guidance explains what the registrar may consider. It is not an exhaustive list. The registrar will consider all relevant circumstances and may take into account other information where it is relevant as to whether a person is fit and proper to carry out the functions of an ACSP.

The fit and proper test

The registrar will consider the circumstances of each case. The following criteria may not always lead to the rejection of an application, or the suspension or cessation of an ACSP.

The registrar will consider relevant circumstances, including:

• how serious the issue was
• when it happened
• whether it has been resolved

The criteria

The assessment includes the following areas.

Eligibility and competence to act as an ACSP

Whether the applicant or existing ACSP has, and continues to have, appropriate anti-money laundering supervision and is suitable to carry out the functions of an ACSP.

This can include whether an entity connected with the ACSP, such as a limited company, has been dissolved, is being struck off the register (including where first or second Gazette notices have been published), or is subject to insolvency proceedings (such as liquidation or a winding up order).

The registrar may also consider whether the ACSP has previously been suspended or ceased, and if its conduct shows it can carry out ACSP functions competently.

Criminal, regulatory and financial history

Whether there are criminal, regulatory or financial matters relevant to suitability. This may include:

• bankruptcy
• disqualification as a director
• criminal convictions
• regulatory or disciplinary findings
• serious or repeated failures to meet statutory obligations to Companies House

Honesty, integrity and conduct

Whether the applicant or ACSP has acted with honesty and integrity. This may include:

• previous dealings with Companies House
• false or misleading filings or statements
• failure to respond to queries
• other conduct that raises concerns over reliability, transparency or compliance

History with Companies House and ACSP activity

Whether the applicant or ACSP has complied with Companies House requirements. This may include:

• the way an ACSP carries out verification, reverification and filing activity
• compliance with statutory filing requirements by both the ACSP and any associated entity, such as a limited company
• other relevant compliance considerations

Other factors the registrar may consider

The registrar may consider aggravating and mitigating factors as part of its assessment. Aggravating factors may include:

• repeated patterns of concern
• failure to address and resolve issues
• failure to respond to Companies House or another authority
• evidence that the issue creates a risk to the integrity of the register

Mitigating factors may include:

• when the issue happened
• evidence of good conduct
• how quickly issues have been resolved
• co-operation with Companies or other authorities
• steps taken to prevent the issue happening again

AML supervision

ACSPs are required to be appropriately supervised by a relevant AML supervisory body. This is separate from the registrar’s fit and proper assessment. While the registrar may consider the views of AML supervisors, they have a separate duty to decide whether the person is fit and proper to carry out the functions of an ACSP.

Where misconduct or another concern is relevant to AML supervision, the registrar may consider the AML supervisor’s position. If supervision has not been removed, that does not automatically mean the registrar will be satisfied that the person is fit and proper.

The registrar will consider circumstances, including: 

• the seriousness, relevance and timing of the issue
• if the ACSP has steps taken to address the issue
• any action taken by the AML supervisor

How the criteria applies after registration

The fit and proper assessment continues to apply after registration. If concerns arise after registration, Companies House may ask the ACSP for information or take other steps available which may include suspending ACSP status or ceasing registration as an ACSP, meaning it could no longer act as an ACSP. Before ceasing an ACSP’s status, the ACSP will have opportunity to make representations, unless the law requires otherwise.

The registrar will keep the criteria under review and may update this guidance from time to time.

How to apply

Use the service to apply to register as an ACSP.

Applicants must provide accurate and complete information as part of the application. This is required for the registrar to carry out the fit and proper test.

We may check the information supplied in the application with information we already hold and:

• other relevant public registers
• regulators and supervisory bodies
• law enforcement bodies
• government bodies
• other public authorities

If your circumstances change after you apply or after you are registered, you should contact Companies House and provide any information that may be relevant to whether you remain fit and proper to carry out the functions of an ACSP.

If you fail the fit and proper test

If the registrar is not satisfied that you are fit and proper to carry out the functions of an ACSP, your application must be refused.

If you are already registered as an ACSP and the registrar is not satisfied that you continue to be fit and proper, Companies House will consider what action is appropriate. This may include suspending ACSP status or ceasing registration as an ACSP which would mean you could no longer act as an ACSP.

Companies House will explain the reasons for the registrar’s decision and what that means for you. If Companies House is considering ceasing your ACSP registration, you will be given an opportunity to provide information or make representations before a final decision is made, where the legal process provides for this.

You should not provide false or misleading information to Companies House. Providing inaccurate information, failing to disclose relevant information, or failing to respond to Companies House may be taken into account when deciding whether you are fit and proper to carry out the functions of an ACSP.