From 18 November 2025, major reforms to UK company law will affect directors, company secretaries, and persons with significant control (PSCs). All will need to verify their identity with Companies House, with penalties for non-compliance. These rules apply across England & Wales, Scotland, and Northern Ireland. Some steps can be taken voluntarily now.
Background
The Economic Crime and Corporate Transparency Act 2023 introduces sweeping changes to UK company law and Companies House procedures. These reforms aim to increase transparency, combat fraud, and strengthen trust in UK corporate structures.
The most significant change for overseas directors, company secretaries, and persons with significant control (PSCs) is the requirement to verify identity with Companies House.
Who is affected?
- Directors of all UK companies (public and private).
- Company secretaries, where appointed.
- Persons with significant control (PSCs) over UK companies.
- Filing agents (such as solicitors, accountants, and company secretarial providers), who must register as Authorised Corporate Service Providers (ACSPs).
This regime applies across the entire UK: England & Wales, Scotland, and Northern Ireland.
Key dates
- Now (voluntary stage): any individual can already verify their identity with Companies House on a voluntary basis via GOV.UK One Login or through an authorised agent.
- 18 November 2025 (mandatory stage):
• New directors and PSCs must verify their identity before appointment or incorporation.
• Existing directors and PSCs must verify within a 12-month transitional period (by the date of the next confirmation statement).
• Filing restrictions: only verified individuals or ACSPs may file with Companies House.
Penalties for non-compliance
Failure to comply will carry serious consequences:
- An unverified director will commit a criminal offence if they act in that role.
- A company may be barred from appointing an unverified director or recording an unverified PSC.
- Companies House may annotate or remove filings it considers false, misleading, or unauthorised.
- Both the company and the officer may face unlimited fines, and in cases of false filings, potential imprisonment.
Voluntary compliance now
Overseas officers and PSCs do not need to wait until November 2025. Verification is already open and may be completed now to avoid last-minute difficulties. Early compliance is recommended, especially for non-UK nationals where additional documentation may be required.
Practical steps for overseas clients
1. Directors/PSCs: consider verifying your identity now via GOV.UK One Login.
2. Secretaries/employees filing for UK companies: ensure you are ready to verify identity if making filings.
3. Professional advisers: confirm whether your law or accountancy firm will register as an ACSP to continue filing on behalf of clients.
4. Group structures: review all UK subsidiaries to identify who must verify and when.
Conclusion
The identity verification regime represents a fundamental shift in UK company administration. It applies across the UK jurisdictions and will affect many overseas clients with UK corporate interests. With penalties for non-compliance, firms should act now — either by verifying early or by planning for the November 2025 deadline.
Gary Jones, Partner
Email: Gary.Jones@Weightmans.com