Company Law And M&A: Insights For In-House Counsel - Autumn 2025

ECCTA – What's new?

• FTPF Offence: In case you missed it, the Economic Crime and Corporate Transparency Act 2023 (ECCTA) introduced a new failure to prevent fraud offence (FTPF Offence), which intends to hold businesses to account for fraud committed by their associates. The FTPF Offence came into force on 1 September 2025. Under the FTPF Offence, in scope organisations can be liable where a specified fraud offence is committed by an employee, subsidiary or agent, for the organisation's benefit (or benefitting a client of the organisation), and the organisation did not have reasonable fraud prevention procedures in place at the time the offence took place.
  
  For more on the FTPF Offence, read our briefing The UK Failure to Prevent Fraud regime takes effect on 1 September: Here's what you need to know.
  
  PE Sponsors may wish to read our PE-focused briefing Failure to Prevent Fraud: What Do PE Sponsors Need to Know?, which examines the FTPF Offence specifically from the perspective of a PE Sponsor, where the FTPF offence is committed 'corporately' by a portfolio company.

• IDV: The new ECCTA identity verification regime (IDV) for individuals associated with UK companies and LLPs becomes a legal requirement from 18 November 2025 (the IDV Commencement Date).
  
  Companies House had already launched its ACSP registration service to enable individuals voluntarily to verify their identity. From the IDV Commencement Date, the position will be as follows:
  
  Directors:
  
  New company: Directors of a company incorporated after the IDV Commencement Date, must have completed IDV when the incorporation documents are filed at Companies House, as the incorporation documents must contain the unique identifier for each director (please note that the unique identifier is referred to by Companies House as a director's "personal code").
  
  Existing company: Directors of an existing company must confirm that they have completed IDV when the company files its next annual confirmation statement following the IDV Commencement Date. Directors must provide their unique identifier as part of that filing.
  
  New directors appointed to an existing company after IDV Commencement Date: Directors appointed after the IDV Commencement Date to an existing company must have completed IDV when appointed, providing their unique identifier as part of the documentation filed with their appointment.
  
  PSCs:
  
  Existing PSCs who are also directors: Individuals who are PSCs and also directors of an existing company must provide their unique identifier within 14 days of the date the existing company is required to file its next annual confirmation statement following the IDV Commencement Date.
  
  Existing PSCs who are not directors: Individuals who are PSCs of a company, but are not directors of that company, must file their unique identifier within 14 days of the beginning of their next birth month following the IDV Commencement Date. For example, if a PSC's date of birth is 22 January, the 14-day period begins on 1 January 2026 and ends on 14 January 2026.
  
  New PSCs after IDV Commencement Date: Individuals who become PSCs after the IDV Commencement Date must provide their unique identifier within 14 days of being added to the Companies House register.
  
  Note: PSCs who are also directors of the same company must provide their unique identifier separately for both positions. When a PSC needs to provide this information depends on the PSC's situation. A separate service for filing a PSC's unique identifier at Companies House will be available from the IDV Commencement Date.
  
  Limited Liability Partnerships/LLPs:
  
  The same rules apply to LLPs but with the directors' IDV obligations being substituted for IDV obligations on all members of the LLP (and not just the designated members).
  
  What we still don't know
  
  Companies House state that mandatory IDV will commence at a date (not yet specified) for:

• people who file documents at Companies House;
• limited partnerships;
• corporate directors of companies;
• corporate members of LLPs; and
• officers of corporate PSCs.
  
  Further information on IDV
  
  For further information please see our briefing: Economic Crime and Corporate Transparency Act 2023: What to expect from the new identity verification regime.
  
  Other changes announced by Companies House having effect from 18 November 2025
  
  Specific local registers to go: As from 18 November 2025, the requirement for a company to maintain its own registers of directors, directors' residential addresses, secretaries and PSCs will be removed. This obligation is replaced with the requirement to file the same information at Companies House. We expect that, notwithstanding this change, most companies will still maintain these local registers in the medium to longer term.
  
  Companies are now specifically required to maintain their own register of members: A company currently does not need to maintain its own register of members. It can opt for this information to be recorded in its register of members on the central register maintained under section 1080 of the Companies Act 2006. With effect from 18 November 2025, this option will be removed and all companies will be required to maintain their own register of members.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.