Identity verification to become mandatory for directors of UK companies, members of UK LLPs and PSCs of UK companies and LLPs from autumn.
The Economic Crime and Corporate Transparency Act 2023 ("ECCTA") introduced significant changes to Companies House procedure, with a view to improving transparency in particular over UK companies and LLPs and for the purpose of meeting four new statutory objectives: (i) to ensure that any person who is required to deliver a document to the Registrar of Companies does so (and that the requirements for proper delivery are complied with), (ii) to ensure that information contained in the public register is accurate and that the public register contains everything it ought to contain, (iii) to ensure that records kept by the Registrar of Companies do not create a false or misleading impression to members of the public and (iv) to prevent companies and others from carrying out unlawful activities or facilitating the carrying out by others of unlawful activities. These changes are being implemented over several years.
As part of the above, ECCTA introduced procedures to verify the identity of company directors, LLP members, persons with significant control ("PSCs") and any individual filing information on behalf of a company or LLP (such as a company secretary). Companies House has provided an update on how the identity verification ("IDV") requirements imposed by the ECCTA will be implemented; it is now possible to voluntarily complete IDV with Companies House, and IDV is expected to become mandatory for new appointments and incorporations from autumn 2025. A 12-month transition period will start for companies that are already on the register on the date IDV becomes mandatory, during which period it will be necessary to complete IDV in connection with the submission of the entity's annual confirmation statement.
How to Verify Your Identity
There are three methods to complete IDV for those required (each, an "Applicant") to do so:
- online, either through the Gov.UK One Login app or web service;
- face-to-face at a UK post office ; or
- via an authorised corporate service provider ("ACSP")
The process and the types of accepted identification documentation differ according to the method used, though the Gov.UK One Login app route is likely to be simpler for those Applicants who hold a biometric passport (which need not be UK issued). Verification via the app, the web service or face-to-face is free of charge; however, ACSPs may charge a fee for using their IDV service. Unless IDV is completed through an ACSP, Applicants will be required to create an account with the Gov.UK One Login service, and with the Companies House Service, in order to complete the IDV procedure. Each applicant must complete the IDV procedure themselves and provide a unique email address that has not previously been used for this purpose.
Other Considerations
Once an Applicant has successfully completed IDV, a personal code will be issued to the Applicant. This code will be required to link each individual's verified identity to Companies House records to ensure that the correct identity is linked to all roles held by that individual. The code will also be required in connection with filing confirmation statements and appointments of directors, LLP members and PSCs.
Whilst we will of course provide advice and guidance regarding the IDV process to clients that have existing UK entities or who wish to form a new one, we will not be able to complete the IDV process on behalf of our clients. It is important to ensure that IDV is completed in good time for each individual appointed as a director, LLP member or PSC, and for any individual filing information on behalf of the relevant entity, and to note that following the IDV procedures becoming mandatory later this year, incorporation times for new UK vehicles will likely increase where IDV has not been completed in advance.
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.
