For years, Companies House has largely been viewed as the place where companies are incorporated and statutory information is filed. For directors and company secretaries, dealings with the register have often been regarded as an important but essentially administrative part of running a company.

That picture’s changing.

The first convictions for breaches of the new identity verification requirements demonstrate that Companies House is operating within a considerably stronger enforcement framework. The cases also provide an early indication of what the new regime means in practice for directors, companies and those responsible for corporate governance.

The significance extends beyond identity checks themselves. It reflects a wider shift towards greater scrutiny of the information held on the UK corporate register.

Identity verification is now a legal obligation

Identity verification forms part of the reforms introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA). The reforms are intended to improve the reliability of information held at Companies House and help prevent UK companies and corporate structures from being misused for economic crime.

The regime applies to directors and people with significant control, with the requirements being introduced through a phased transition. Existing directors are required to complete verification according to their individual due dates, while new directors must satisfy the relevant verification requirement before acting as directors.

Importantly, this isn’t simply an additional administrative formality. Under the Companies Act 2006, an individual mustn’t act as a director unless their identity has been verified, and the company itself must ensure that an individual doesn’t act as a director without verification.

The first convictions send a practical message

The first prosecutions demonstrate how those obligations can operate in practice.

In one case, a director continued to act in that capacity without completing identity verification. She participated in board-level decision-making and signed company accounts while remaining unverified.

A fellow director had completed his own verification but was also prosecuted after failing to take reasonable steps to prevent the unverified director from continuing to act, despite being aware of the requirement.

Both directors were also convicted in connection with the company’s failure to file a confirmation statement within the required period.

In a separate case, another director continued to act without completing the verification process and signed and delivered company accounts on behalf of the company while unverified. She was also convicted following company’s failure to file a confirmation statement on time.

The cases therefore illustrate an important point; compliance isn’t necessarily confined to an individual’s own verification status. Directors may also have responsibilities where another individual involved in the company has failed to satisfy the relevant requirements.

What does this mean for company secretaries?

This development is particularly relevant to company secretaries and others responsible for maintaining corporate records.

Companies House guidance makes it clear that directors are responsible for ensuring that information provided to the register is accurate, complete and filed on time. Companies House can query information, reject filings and, where appropriate, remove or amend information already appearing on the register.

That means corporate compliance increasingly requires more than simply preparing and submitting documents.

Businesses should have processes for monitoring director appointments, identity verification requirements and statutory filing obligations. Records should also be reviewed regularly so that inconsistencies or outstanding requirements can be identified before they become an enforcement issue.

For companies with multiple directors or complex ownership structures, this becomes particularly important. A failure by one individual may create consequences for the company and potentially for other directors.

Companies House and the changing regulatory landscape

The convictions also need to be viewed in the context of the wider expansion of Companies House powers.

The ECCTA has given the registrar greater powers to improve the accuracy and integrity of the register. These include powers to query information, reject filings and take enforcement action where legal requirements aren’t met. Companies House can also work with other enforcement bodies, including the Insolvency Service, where appropriate.

The recent prosecutions were brought by the Insolvency Service rather than Companies House itself. Nevertheless, the cases demonstrate how information and non-compliance identified within the corporate registration framework can result in consequences beyond the filing process.

This is an important change in the practical relationship between businesses and the register.

A more proactive approach to corporate compliance

For businesses, the lesson isn’t simply that directors should complete identity verification.

The wider issue is whether companies have effective systems for monitoring their statutory obligations. Directors should understand what information the company is required to provide. Company secretaries should have appropriate processes for monitoring compliance and businesses should respond promptly where Companies House raises questions or identifies an issue.

Companies House has itself stated that its enforcement approach can include financial penalties, prosecution and referrals to the Insolvency Service, depending on the circumstances.

The days when Companies House could be treated purely as a place to submit forms are therefore becoming increasingly difficult to reconcile with the current legal framework.