On 18 November 2025, compulsory ID verification requirements for directors and people with significant control (PSCs) of UK companies came into force. With the first anniversary of the requirements approaching, the Insolvency Service has now secured its first convictions against directors who failed to comply.
In brief:
- Companies House and the Insolvency Service issued a warning in September 2026 to directors to verify their identities following the Insolvency Service's first prosecutions for failure to comply with the new provisions of the Companies Act.
- Since 18 November 2025, new directors have been required to verify their identity to incorporate a company or to be appointed as a director of an existing company.
- Since 18 November 2025, new PSCs have had a 14-day window to submit a statement confirming they have verified their identity.
- Existing directors and PSCs are subject to transitional deadlines, which differ depending on the role the individual holds.
- The requirements also apply to directors of overseas companies with a registered UK establishment.
How can an individual's identity be verified?
Once an individual's identity is verified, they will receive a personal code from Companies House. The code will need to be provided with a verification statement confirming they have successfully verified their identity for each company role they hold. The timing for providing the code differs for directors and PSCs and (for PSCs) will also depend on whether the individual holds both director and PSC roles.
Timing for directors
Since 18 November 2025, new directors have been required to verify their identity to incorporate a company or be appointed to an existing company. Existing directors must confirm they have verified their identity at the same time as they file their next annual confirmation statement, during the 12-month transition period ending 17 November 2026.
An individual who acts as a director without having had their identity verified commits an offence, although technically this does not affect the validity of their appointment as a director or their actions while unverified. There is also an obligation on the company to ensure that an individual does not act as a director unless their identity is verified; contravention is an offence subject to a fine. The Insolvency Service's recent prosecutions show that the requirement for the company to ensure unverified individuals do not act as directors is being enforced against the company's other directors.
Timing for PSCs
The timing of the requirements for PSCs depends on whether the individual is already either a PSC or a director. For each company in relation to which a person has a role:
- For an individual becoming a PSC for the first time after 18 November 2025, the person must provide their personal code within 14 days of being added to the Companies House register.
- If the person is already both a director and PSC, the person must provide their personal code in the company's next confirmation statement (as director) and provide it separately within 14 days of the company's confirmation statement (as PSC).
- If the person is an existing PSC but not a director of the same company, they must provide their personal code within 14 days of the first day of their birth month. For example, if the date of birth is shown on the register as August 1990, the 14-day period would have started on 1 August 2026.
Since only a natural person's identity can be verified, where a "Relevant Legal Entity" (RLE) qualifies as a PSC of a company, the identity of a relevant officer of the RLE will need to be verified. However, this requirement has not yet come into force.
Overseas companies with UK establishments
The ID verification requirements have also been extended to directors of overseas companies that have a registered UK establishment at Companies House. These requirements came into force on 18 November 2025.
This means that:
- An overseas company is required to confirm that its directors have had their identity verified on opening of a UK establishment and on the appointment of any new directors after that.
- All directors of overseas companies are required to confirm during the transition period that they have had their identity verified. The transition period begins when the changes came into force and ends on the first anniversary of the date that the UK establishment was opened.
- As is the case for UK companies, individuals, whilst in the UK, are not able to act as a director of the overseas company in respect of the affairs of the UK establishment unless that individual has had their ID verified.
Insolvency Service prosecutions
A key insight from the Insolvency Service's first prosecutions for ID verification failures is that directors can be liable for the actions of their co-directors. Jill White and Marc Dillon were both directors of White (Reading Properties) Limited. White was prosecuted for acting as a director despite not verifying her identity, completing verification nine months after the deadline. Dillon verified his own identity in time but was prosecuted for failing to take reasonable steps to prevent White from continuing to act as a director.
The fines were relatively modest, but for directors the stigma of a criminal conviction is likely the greater deterrent.
These prosecutions are a timely reminder that verification is not a box-ticking exercise for each individual alone; boards should also check that every director and PSC has completed the process.
Next steps
With the one-year anniversary of ID verification requirements approaching in November 2026, it is essential that any directors or PSCs who have not yet verified their identities do so within the transition timeframes applicable to their company. The first prosecutions by the Insolvency Service make clear that non-compliance carries real consequences.
How Mishcon de Reya can help
Our Corporate Department advises companies, directors and people with significant control (PSCs) on their obligations under the Companies Act, including the recent and upcoming Companies House reforms. We can assist with understanding the applicable deadlines, navigating the verification process and assessing any risks arising from non-compliance. We also advise boards and overseas companies with UK establishments to support ongoing compliance with the new regime.