A director’s Companies House obligations are personal as well as administrative. Completing an identity check does not, by itself, complete every filing requirement. Separately, the Economic Crime and Corporate Transparency Act 2023 introduced a corporate offence of failing to prevent fraud, with a different scope and legal test.
Identity verification and filing deadlines
Mandatory identity verification began on 18 November 2025. Existing directors must provide their Companies House personal code through the company’s next confirmation statement. A director holding appointments in several companies must complete this step for each company. New company registrations require a personal code for each director.
People with significant control (PSCs) must also provide verification details. Someone who is both a director and a PSC of the same company must submit their code separately for each role. For that PSC role, the 14-day period begins on the day after the company’s confirmation statement date; filing the statement early does not move the deadline.
Different timing applies to other PSCs, including those added after 18 November 2025. Check the individual’s deadline on the register rather than assuming that the company’s annual filing covers it. Keep a record of who is responsible for each submission, particularly where an overseas owner or an external filing agent is involved.
When the failure to prevent fraud offence applies
The offence took effect on 1 September 2025. It generally applies to organisations meeting at least two of these thresholds in the relevant preceding financial year: more than 250 employees, turnover exceeding £36 million, and assets exceeding £18 million. Group and subsidiary provisions require separate consideration; size should not be assessed solely by looking at one trading entity.
Liability can arise where an associated person commits a specified fraud intending to benefit the organisation or, in certain circumstances, a client. Prosecutors need not establish that the directors authorised or knew of the fraud. The offence requires a UK connection and does not make every fraud committed anywhere by a group member attributable to the organisation.
Reasonable fraud-prevention procedures provide a potential defence. Whether the procedures were reasonable is a question for the court on the particular facts, not something established merely by adopting a written policy.
Making the controls effective
The practical review should extend beyond filing a confirmation statement. Consider who can approve payments, alter customer records or make statements to investors. Examine incentives that could encourage misrepresentation, the checks on intermediaries and how concerns reach management.
A board should be able to explain both its assessment of the risks and the controls selected to address them. Smaller businesses may fall outside this particular offence but still face other criminal, contractual and regulatory exposure.
For advice on corporate governance or a suspected compliance problem, contact Balaghi & Rose.
General information only. This article concerns UK company and economic-crime legislation, with a practical focus on businesses in England and Wales, and reflects the position checked on 26 October 2026. It is not legal advice.
