Companies House: Approach to non-compliance with mandatory identity verification - Guidance

On 17 November 2025, Companies House published guidance on the approach it will take towards those who do not comply with the identity verification requirements coming into effect on 18 November 2025. 

From that date it is unlawful for a director to act as a director without completing identity verification. The company may also commit an offence if one of its directors or equivalent are not verified and persons with significant control (PSCs) who do not verify their identities may also be committing an offence.

Companies House states that its approach to enforcement includes four broad categories:

• informing people of their obligations
• nudging and guiding
• dealing with non-compliance
• addressing fraud and criminal activity

The guidance sets out its approach in relation to each category.

Informing people of their obligations

Among other things, Companies House will email companies directly before filing their annual confirmation statement to tell them they must provide identity verification statements for each of their directors by their filing deadline.

For formal enforcement correspondence about identity verification, Companies House will normally send a letter to the company’s service address. For PSCs, they will usually send non-compliance letters to their residential address.

Nudging and guiding people to comply

Companies House will support people to comply with identity verification requirements in a variety of ways, including by providing guidance online. Depending on the circumstances and if Companies House receive a representation, they may pause pursuit of non-compliance for a temporary period.

Enforcement action

If users do not comply with identity verification requirements by their due date, Companies House will send them a default letter setting out the offence of not complying with identity verification requirements and explaining that enforcement action may be pursued without further notice.

Companies House have three main routes for enforcement action, being prosecution through the court, referral to the Insolvency Service and financial penalties. They use their strongest powers where there is evidence of aggravated, fraudulent or criminal offences, In serious cases, Companies House are more likely to prosecute, which could result in a criminal conviction, director disqualification and fines. Companies House are likely to consider non-compliance to be ‘serious’ if a person or company has committed three or more offences over a five-year period.

Where directors continue to act without being identity verified, Companies House will send the company a letter outlining the offences. Companies House may refer those continuing to act without identity verification to the Insolvency Service.

Companies House may issue financial penalties at company or individual officer level where directors or PSCs fail to comply with identity verification requirements.

Representations

If there are extenuating circumstances for Companies House to consider, a representation can be made in writing within a timeframe prescribed by Companies House. Representations received outside of the timeframe will not be considered. Companies House will decide whether to accept the representation and this decision will be final. After the timeframe has passed, Companies House may pursue enforcement action without further notice.

Companies House is likely to accept representations where there is evidence that circumstances were exceptional and related to the due date and where it would be disproportionate to pursue enforcement activity at that time. The example given is of a company experiencing serious IT failure when the identity verification statement was due with no other way to complete the task.

If Companies House accepts the representation, enforcement action will be paused, usually for up to two months to give the company time to comply with identity verification requirements or rectify matters affecting their compliance.

PSC due date extension

The Registrar of Companies has discretion to extend the identity verification due date for a PSC by up to 14 days. By extending the due date, the PSC is not non-compliant and remains compliant. However, if the PSC does not submit their identity verification statement before the extended due date, they will   commit an offence and Companies House will send a default letter setting out that offence. After two digital extensions, Companies House will refer further requests to an examiner to consider along with supporting evidence.

(Companies House, Approach to non-compliance with mandatory identity verification, 17.11.2025)

Companies House: Notice served on bogus directors as Companies House changes come into force

On 18 November 2025, Companies House issued a press release on the phasing in of identity verification from that date for directors, persons with significant control (PSCs) and others. 

Companies House has updated its guidance on identity verification (and other guidance) and links to that guidance are in the press release. 

Companies House has also updated a large number of its forms in line with changes to company registers and the launch of mandatory identity verification from 18 November 2025, and it has updated certain webpages, including Removing your personal details from the Companies House register. 

(Companies House: Notice served on bogus directors as Companies House changes come into force, 18.11.2025)

DBT: Summary guidance for companies: Register of people with significant control (PSCs)

On 19 November 2025, the Department for Business and Trade (DBT) and Companies House published new summary guidance for companies in relation to their obligations to record details of their beneficial ownership under the persons with significant control (PSC) regime.  Other non-statutory guidance has been updated in light of the coming into effect of mandatory identity verification for individual PSCS and the new PSC reporting regime at Companies House from 18 November 2025.  

The summary guidance covers the following:

• What a company needs to do
• Identifying the people with significant control (PSC)
• Information you need to collect and report
• Making sure you get the information
• Recording the information
• Providing the information to Companies House
• Updating the information
• What happens if the requirements are not met

The other non-statutory guidance that has been updated is the following: 

• People with significant control: guidance on regime for legal entities - This guidance provides a detailed explanation of the PSC requirements. 
• Register of people with significant control - This guidance is for individuals who may be PSCs. It explains the PSC requirements and how to comply with them.
• People with significant control: eligible Scottish partnerships guidance - This guidance is for eligible Scottish partnerships (ESPs) and individuals who may be the PSCs of ESPs. It provides an explanation of the PSC requirements and how to comply with them.

The full PSC collection of guidance documents published by DBT and Companies House can be accessed here.

(DBT: Summary guidance for companies: register of people with significant control (PSCs), 19.11.2025)

FRC: Thematic Review – Reporting by the UK’s smallest listed companies

On 19 November 2025, the Financial Reporting Council (FRC) published practical insights to help smaller listed companies improve the quality of their corporate reporting and make the most of their resources. 

This follows the FRC’s Annual Review of Corporate Reporting 2024/25 (see further here), where the FRC stated that, while corporate reporting by companies of all sizes has declined in recent years, this is particularly the case with companies outside the FTSE 350. The aim of the thematic review is to help such companies make the most of their resources to help narrow the quality gap the FRC has observed in corporate reporting. The FRC does this both by providing examples of good disclosure and highlighting in greater detail the common triggers for the FRC’s enquiries to help smaller listed companies identify and address the key areas of ambiguity and omission that may lead to the FRC writing a ‘substantive’ letter to them. Hypothetical examples that illustrate both good and inadequate aspects of disclosure are set out in the thematic review.

The thematic review looks at four areas where, historically, the FRC has been more likely to find potential non-compliance with relevant reporting requirements. The FRC comments that these are also topics of investor focus, some of which lead to the most complex or judgemental transactions and balances.  The FRC’s key observations are as follows:

Revenue 

Companies should ensure they have a clearly articulated accounting policy on revenue recognition, which covers all material revenue streams and is consistent with the company’s description of its business model. The FRC notes that improvements could be made to explanations of the timing of satisfaction of performance obligations, determination of the transaction price, agent versus principal considerations, and the associated judgements. Section 3 of the thematic review provides examples of this. 

Cash flow statements

Misclassification of cash flows between operating, investing and financing is one of the most common reasons for FRC enquiries. This often stems from the lack of clear explanation of specific transactions and the rationale for the treatment of the related cash flows.  Companies should ensure consistency between the amounts disclosed in the cash flow statement and the information disclosed elsewhere. The consistency cross-checks the FRC performs when reviewing cash flow statements are in section 4 of the thematic review.

Impairment of non-financial assets

Transparent disclosures on impairment reviews of non-financial assets, such as goodwill, should reflect a company’s reasonable and supportable expectations about its future cash flows and market conditions.  Good quality reporting requires clear explanation of significant judgements and estimates, key assumptions and sensitivity analysis. This must be consistent with the narrative throughout the annual report and section 5 of the thematic review offers some practical insights on this topic.

Financial instruments

The FRC expects companies to disclose tailored accounting policies for more complex financial instruments, clearly describing the bases for initial classification and subsequent measurement. Company specific accounting policies and transparency about the nature of financial instruments is key in understanding companies’ exposure to financial risks and section 6 of the thematic review considers this in more detail.

(FRC, Thematic Review, Reporting by UK’s smaller listed companies, 19.11.2025)

HM Treasury: Draft regulations and updated policy note on mandating T+1 settlement in the UK

On 20 November 2025, draft regulations, The Central Securities Depositories (Amendment) (Intended Settlement Date) Regulations 2026, were published, together with an updated policy note by HM Treasury.

Following the work of an industry-led Accelerated Settlement Taskforce (AST) and its Technical Group, the government committed to legislate to mandate T+1 as the standard settlement period in the UK from 11 October 2027. The draft regulations illustrate how the government plans to deliver this and they have been published in advance of the regulations being laid in Parliament, to clarify how the T+1 requirement is intended to apply.

The updated policy note sets out the existing legislation which applies in this area and then explains the approach that has been taken in the draft legislation and the practical effect it will have. It also explains the government’s position on some issues that have not been addressed in the legislation.

Technical comments on the draft regulations should be provided by 27 February 2026. Pending any technical comments received on the draft, the government intends to lay the final regulations in advance of 11 October 2027, allowing ample time for appropriate legislative processes and Parliamentary scrutiny to take place beforehand and to provide early certainty for the sector.

Provided the regulations come into force on 11 October 2027, on this date, the T+1 requirement will become law under the UK Central Securities Depositories Regulation (UK CSDR).

Among other things, the draft regulations amend the intended settlement date in UK CSDR Article 5(2), stating that this date should be ‘no later than the first business day after the day on which trading takes place’. This requires market participants to settle transactions in transferable securities which are executed on a UK trading venue by T+1 at the latest.

The new drafting also provides additional clarity on what is meant by ‘T+1’, clarifying that this means the business day after the day on which trading takes place.

(The Central Securities Depositories (Amendment) (Intended Settlement Date) Regulations 2026 – Draft)

(HM Treasury, Policy note – Mandating T+1 settlement in the UK, 20.11.2025) and webpage