The Economic Crime and Corporate Transparency Act 2023 received Royal Assent on 26 October 2023. It has the effect of rolling out a number of changes which reform the role of the Registrar of Companies and prevents the abuse of UK registered corporate structures.
Mandatory Identity Verification (IDV)
Effective from 18 November 2025, Companies House now requires directors, limited liability partnership (LLP) members and Persons with Significant Control (PSCs) to verify their identity with Companies House.
A new online service known as GOV.UK One Login has been set up for the purpose of facilitating the ID verifications. In most cases, verification is only required once. Companies House will contact individuals directly if this is not the case. Upon successful identity verification, a personal code is sent to the individual being verified which will be needed for future filings and appointments with Companies House.
Whilst this only relates to companies and LLPs at present, it is anticipated that the regulations will be extended to include limited partnerships, corporate directors (a director of a company which is a company), corporate members of LLPs (a member of an LLP which is a company), officers of corporate PSCs and individuals who file for a company at Companies House e.g. a company secretary, at some point next year (2026).
Use of the Personal Code
From 18 November 2025, new directors, LLP members and PSCs must provide their personal code as part of the process of being appointed their position for an existing entity or new entity which is being registered, whether this be a company or LLP. Failure to do so will prevent the individual from being registered as appointed with Companies House.
Existing Directors, Members and Persons with Significant Control
If an individual is already registered at Companies House as a director, LLP member or PSC, this does not make them exempt from the new regulations.
There is a 12-month period which commenced on 18 November 2025 known as the “transition period”. By the end of the 12 months, all existing directors and LLP members must provide their personal code as part of the company / LLP’s next confirmation statement filing. Individuals who are appointed in one of these roles for more than one corporate body must do this for each entity. If the company or LLP is late on filing their confirmation statement, the directors or LLP members will not be able to act in their capacity as directors or LLP members until the confirmation statement is delivered with all of the required personal codes.
For PSCs who are also directors of the same company, personal codes must be provided by the individual as a director with the company’s next confirmation statement, and separately as a PSC within 14 days thereafter. We expect a PSC of an LLP is subject to the same requirements.
Those PSCs who are not directors must provide their personal code within 14 days from the first day of their birth month i.e., by no later than the 14th of the month in which they were born.
Other Changes to be Aware of
As of 18 November 2025, companies no longer need to maintain internal registers for:
- Directors;
- Directors’ residential addresses;
- Secretaries; and
- PSCs
Instead, you must ensure this information is filed directly with Companies House. Companies House is now the official register for the company.
Companies must, however, continue to maintain their own register of members. There is no longer the option of using the central register for this purpose. They must also hold and maintain their share register at the registered office of the company.
New Offence: “Failure to Prevent Fraud”
Perhaps the most onerous of the new regulations now in force is the new offence of “failure to prevent fraud”.
Large organisations may face criminal liability if they fail to prevent fraud committed by their employees, agents, subsidiaries and other associated persons.
A “large organisation” is one which meets 2 or more of the following criteria:
- Has over 250 employees
- An annual turnover exceeding £36 million
- Whose total assets are worth over £18 million
Failure to comply may result in unlimited fines, reputational damage and criminal investigation by the Serious Fraud Office or Crown Prosecution Service.
As the primary aim of the new offence is to place additional responsibility and accountability on large organisations, corporates should be undertaking reviews and audits of their policies and procedures to prevent fraud and other misconduct.
If you have any queries regarding the new regulations, duties as a director, member or PSC, or any other corporate matters, please contact our Corporate and Commercial Team on 0345 646 0406 or complete our online enquiry form. A member of the team will be in touch.