Companies House wants to know, "Who do you think you are?"

Not “some kind of superstar” (Geri Halliwell et al., 1997), but for certain individuals, the Economic Crime and Corporate Transparency Act 2023 (ECCTA) has imposed new mandatory identity verification (IDV) requirements to change the way we use Companies House.

What?

Over 50 secondary instruments are needed to bring ECCTA into force, along with new capacity, systems and procedures within Companies House itself.  The overarching purpose of these reforms is greater corporate transparency and to curtail abuse of UK corporate structures for economic crime.  To this end, ECCTA gives Companies House new statutory objectives and supervisory powers and it enhances collaboration and information-sharing between regulators and law enforcement agencies. 

Who?

This verification process, IDV, applies to:

• directors of new and existing companies;
• persons with significant control (PSCs);
• relevant officers;
• general partners of a LP;
• members of LLPs;
• anyone filing documents at Companies House; and
• the managing officer of a relevant legal entity (RLE). 

Company secretaries do not need to verify their identity.

When?

1. From 8 April 2025, individuals can now voluntarily verify their identity through either of the available avenues (see below).
2. From Autumn 2025, a 12-month transitional period will commence during which: 
   •  IDV will be compulsory for new appointments of directors, whether in conjunction with the incorporation of a new company or otherwise; and 
   • existing directors and PSCs must complete IDV prior to the company filing its next annual confirmation statement.
3. From Spring 2026, only individuals whose identity has been verified or an ASCP (see below) will be allowed to file documents on behalf of a company at Companies House. 
4. By Autumn 2026, all the relevant individuals, including company directors, members of LLPs and PSCs are expected to have completed the identity verification process with Companies House. 

How?

There are two avenues available to complete IDV:

• directly with Companies House through a free online portal; or 
• through a registered Authorised Corporate Service Provider (ACSP), also known as Companies House authorised agents.

The substantive IDV requirements are the same, whichever route is chosen. ACSP status is available only to persons who are currently regulated by money-laundering legislation. This includes independent legal professionals (private practice law firms), but also includes auditors, insolvency practitioners, external accountants and tax advisers, and trust or company service providers.   

Companies House has published its rules detailing the acceptable forms of evidence required, and the application processes to be followed, by applicants under the different verification routes.

Once a person is successfully verified, they will receive a unique identifier number (UIN). This code is personal to that person (not to the company). From Autumn 2025, a UIN personal code will be required:

• to file a confirmation statement;
• to be appointed as a director;
• to become a PSC or RLE;
• for those who are already a director or a PSC, to connect their verified identity to company records;
• those who are currently a director should provide their personal code as part of the company’s next confirmation statement filing; 
• to file a director’s appointment or incorporation of a company, or any document delivered on their own behalf to Companies House;
• for PSCs who will need to provide their personal code to Companies House for their role as a PSC; and
• to instruct an ACSP to make filings on behalf of a company.

What if you fail to comply?

It will be a criminal offence for an individual to act as a director whilst their identity is unverified (with a 14-day period from their appointment to complete the IDV) and the company along with each of its officers will also commit an offence if they allow an unverified director to act.

Alongside the potential fines, failing to carry out IDV may result in:

• disqualification for unverified directors;
• rejection of incorporations where directors (or their equivalents) have not been verified; and
• individuals being prohibited from submitting filings at Companies House.

ECCTA also contains new general criminal offences for false, deceptive or misleading filings and statements, with penalties including fines or imprisonment.  

For further advice on any aspect of the upcoming IDV changes, please get in touch with Chantelle Adadevoh or Helen Curtis.