作者

Debbie Cloake

Senior Counsel – Knowledge

伦敦

Directors

The IDV requirements will apply to all directors of UK companies.

New company incorporation: From autumn 2025, proposed directors will need to have their identify verified before the application to register a company can be made.
New director appointments: From autumn 2025, all new directors appointed to existing companies will need to have their identity verified before the notice of their appointment is filed at Companies House and, more importantly, before they act as a director.
Existing directors: Existing directors will have a transition period of up to 12 months in which to comply. Once the law takes effect, companies will need to confirm that their directors have had their identity verified in their next confirmation statement.

Companies with an autumn confirmation statement date may wish to encourage their directors to verify their identity over the summer to avoid financial penalties for late filing of the confirmation statement. Individuals likely to be appointed to new directorships in the autumn (for example, on acquisitions) may also find advance IDV beneficial.

The IDV requirement is also expected to be extended to directors of overseas companies with a UK establishment registered at Companies House, although the timing of this is unclear.

An individual will be prohibited from acting as a director if their identity has not been verified (unless exempt). While breach does not affect the validity of their acts as a director, in practice the prohibition means that a director should not act on behalf of a company in their capacity as a director until their identity has been verified. The offence can attract an unlimited fine.

Companies will also have a duty to ensure that individuals do not act as directors unless their identity has been verified. Breach could lead to fines for the company and its directors.

PSCs and RLEs

Registrable PSCs will also need to have their identity verified. Registrable relevant legal entities (RLEs) will need to nominate a director as a 'relevant officer' who must have their identity verified.

On incorporation: From autumn 2025, proposed persons with initial significant control will need to have their identity verified: this can be done before incorporation or within a specified period afterwards. If the application for incorporation does not confirm their identity has already been verified, Companies House will send a notice after incorporation to the PSC or RLE, requiring them to confirm their identity (or their relevant officer's identity) has been verified within 14 days (for a PSC) or 28 days (for a relevant officer of an RLE).
Becoming a registrable PSC or RLE: When a company notifies Companies House of a confirmed registrable PSC or RLE, it will have the option of confirming that the identity of the PSC or relevant officer of the RLE has already been verified. If this confirmation is not given, Companies House will send a notice to the PSC or RLE, requiring them to confirm their identity (or their relevant officer's identity) has been verified within 14 days (for a PSC) or 28 days (for a relevant officer of an RLE).
Existing registered PSCs or RLEs: Under transition provisions to be confirmed, all registered PSCs will be required to confirm that their identity has been verified within a specified period. Registered RLEs will need to name a person as their relevant officer and confirm their identity has been verified.

Failure to comply will be an offence for the PSC or RLE, punishable with a fine. Companies do not have a duty to ensure a PSC or RLE complies, but may wish to inform them of the requirements as part of their shareholder engagement.

People filing information at Companies House

From spring 2026, individuals filing information at Companies House on behalf of a company will only be able to do so if they are an officer or employee of that particular company and have had their identity verified (unless they are an ACSP or employee of officer of an ACSP or an exception applies). It is hoped that legislative changes will be made to enable employees to file on behalf of other group companies, to avoid the administrative difficulties which the current framework is likely to cause.

In the meantime, groups should review their current filing practices and ascertain the impact of the restriction on the group companies' continued ability to file.

LLP members

All LLP members will need to have their identity verified. The timing is expected to be similar to the requirements for companies.

On registration of a new LLP, proposed members will need to have their identity verified before the application for registration. Members of an existing LLP will need to have their identity verified before the LLP's next confirmation statement date.

Limited partnerships

Alongside new disclosure requirements for limited partnerships, which are due to take effect in spring 2026, a general partner which is a legal entity will need to specify an individual managing officer to act as its 'registered officer'. The registered officer must have their identify verified.

It is expected that this IDV requirement will take effect from spring 2026 and that existing LPs will have a 6 month transition period within which to comply.

How to verify your identity

There are two routes: (a) direct verification with Companies House; and (b) verification by a Companies House authorised agent, referred to as an 'authorised corporate service provider' (ACSP). ACSPs are intermediaries, such as Taylor Wessing, which are supervised by an anti-money laundering supervisory body and registered as an ACSP with Companies House.

The permitted identity documents slightly differ between the two routes. A biometric passport or UK photocard driving licence will usually be the easiest option, whether using an ACSP or the direct verification route.

The Companies House route offers three channels. Each permits slightly different documents to be provided as evidence of identity:

GOV.UK One Login Check app: permitted documents include biometric passport, UK photocard driving licence, and UK biometric residence card or permit.
GOV.UK One Login web service: permitted documents include UK passport, UK photocard driving licence, and UK bank account with national insurance number. This also asks some 'knowledge questions'.
Face to face service (at a selected post office): permitted documents include biometric passport, non-biometric passport from selected countries, and UK or EU photocard driving licence, but this service is only available to those with a UK home address.

If using an ACSP, the list of permitted documents for the typical route is wider and includes:

a biometric or machine-readable passport
UK, Isle of Man, Channel Islands or EU photocard driving licence
EU or EEA biometric identity card
UK biometric residence card or permit.

There is also another route for ACSPs which has a much longer list, under which two documents must be provided.

Non-UK resident individuals who do not have a suitable biometric passport available for the One Login service, or are reluctant to use the UK governmental app, will need to use the services of an ACSP.

Whichever route is used, an email address must be provided which has not previously been used for IDV by anyone else. If you have multiple directorships, consider which would be the most appropriate email address to use.

Your name (and any former name), date of birth and residential home address (and previous home address if you have moved home in the last 12 months) must also be provided.

Additional documents may be needed if you have moved home in the last 12 months or changed your name.

When is identity verification completed?

As individuals should not act as a director until their identity has been verified, it is important to know when this has been completed. This will be particularly relevant, for example, in the case of director appointments and board meetings immediately following corporate transactions.

Where an individual verifies their identity directly with Companies House, they will be treated as having their identity verified from the date of the Companies House confirmation.

Where an individual has their identity verified by an ACSP, the ACSP will file a verification statement at Companies House and the individual will be treated as having their identity verified from the date on which the statement is filed.

Liability

Breach of the IDV requirements is an offence and can attract an unlimited fine.

If the lack of IDV delays filing a confirmation statement, a financial penalty for late filing may arise.

In addition, it is a criminal offence for any person to provide misleading, false or deceptive information to Companies House 'without reasonable excuse', which can attract an unlimited fine. There is also a new aggravated criminal offence for knowingly providing misleading, false or deceptive information, punishable with fines and potentially imprisonment. In the case of both offences, this would include any statement made in relation to IDV.

Practical steps to prepare for IDV requirements

Identify everyone in your organisation who will need to have their identity verified, including anyone likely to be appointed as a director, and brief them on the requirements. We can assist with this.
All affected individuals should ensure they have suitable identity documents easily available. If passport renewals are imminent, individuals may wish to get their identify verified first, so that they are not left without a suitable document with a deadline looming.
Groups with a number of UK companies may find it helpful to prepare a list of all the confirmation statement dates, so that the IDV deadlines can be prepared for well in advance.
Directors of companies with autumn 2025 confirmation statement dates are encouraged to get their identity verified over the summer, to avoid last minute issues and a possible late filing penalty.
If board appointments are envisaged taking place shortly after the law take effect – perhaps because a corporate acquisition is planned – the proposed directors should get their identity verified in advance to ensure they can act as directors immediately upon their appointment taking effect.
Groups with a number of UK companies should review their current filing practices and ascertain the impact of the new restriction on the group companies' continued ability to file, once filing restrictions take effect in spring 2026. Do some employees, in addition to your directors, need to have their identity verified?

Get in touch with your usual Taylor Wessing contact for further information as to how we can help.

For further information on the impact of ECCTA on directors more widely, please see our article here.