The impending ID verification regime marks a sea change in corporate transparency and anti-fraud reform.

From 18 November 2025 a New ID verification requirement will take effect meaning individuals will need to have their identity verified at Companies House if they are directors and/or a person with significant control (PSC). There are also changes designed to reduce the admin burden for businesses by reducing the compliance burden as we explain.

The New Companies House Verification Requirements: What You Need to Know

There will be compulsory identity verification for directors, persons with significant control (PSCs) and members of a limited liability partnership.

Lack of compliance may result in those individuals being subject to financial penalties or disqualification. The company can also be penalized where non-compliant individuals act on their behalf. Are there criminal penalties for fraud???].

Once verified, individuals receive a personal code, which must be submitted with relevant confirmations or filings. The code is unique and reusable across roles.

Furthermore, from 18 November 2025, Companies House removes the requirement for companies to maintain internal statutory registers of directors, PSCs, secretaries, and their addresses—a significant record-keeping shift.

Whilst the New ID verification provides transparency, companies should plan now to ensure that all the relevant directors and/or PSCs have their IDs verified in good time to avoid any fines or penalties. We hope the software for Companies House works but experience tells us there can be teething problems – another reason to act early. We explain below what you could be doing.

New compliance for companies – what you will need under the revised Companies Act 2006

To function seamlessly amid evolving statutory obligations, your company should update internal documentation, in particular its Articles of Association.

Your review to the Articles of Association should include:

• Ensure unverified individuals are not appointed as directors.
• Require verification before a person may exercise any board powers.
• Permit swift replacement or suspension if verification deadlines are missed.
• Clarify obligations around confirmation statement timelines and personal code submission.

Bridging the Gaps: the role of a Shareholders’ Agreement

While the Companies Act lays the foundation, there are several deficiencies and impracticalities if you are left to rely only on the Companies Act. Luckily, in practice problems can be resolved under a

Shareholders’ Agreement (SHA). We have implemented and revised literally hundreds of shareholders’ agreements over the years and have the experience of finding solutions to fit into your requirements. Steps to think about include:

a) Good Leaver / Bad Leaver Clauses

Identify circumstances (e.g., illness, retirement, misconduct) defining a "leaver." Grant rights—e.g., option to compel sale at market value or at a discount—to protect shareholders and the company alike.

b) Deadlock Resolution Provisions

In joint ventures or 50:50 structures, these clauses provide the mechanisms required to deal with disputes that would otherwise prevent the company from carrying on its business day to day. These include mediation, expert determination, or share buy-outs.

c) Control Pre-Emption and Transfer Rights

Beyond statutory pre-emption rights available under the Companies Act shareholders and directors should consider:

• There is control over any share transfers and the power to direct who is offered shares if a shareholder wants to exit.
• Drag-along/tag-along protections for minority shareholders and exit scenarios.
• There is control over family members and their voting rights as well as transfer rights.

d) Linking ID Verification compliance to the shareholders’ agreement or articles of association

There are various amendments that can be made to either the shareholders’ agreement or the articles of association which would help with compliance by for example.

• Requiring shareholders to have verified directors/PSCs before transfers.
• Enabling suspension of consent/voting rights where there is non-compliance.
• Allowing the company to withhold dividend or voting rights until verification is complete.

Final Thoughts

The impending ID verification regime marks a sea change in corporate transparency and anti-fraud reform.

We would be glad to help you navigate changes so please do contact us.