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Mandatory identity verification for directors and controllers
From 18 November 2025, all individuals who are or will become:
- a director of a UK company;
- a director (or equivalent) of a non-UK company with a UK establishment registered at Companies House;
- a member of a UK limited liability partnership; and/or
- a person with significant control over a company or an LLP,
will be required to verify their identity under the Companies Act 2006.
It will be an offence for an individual to act as a company director or an LLP member while their identity is not verified. Criminal liability can attach not only to the individual in question but also to the company or LLP and its other directors or members.
It is possible to verify before 18 November and the period before identification verification become mandatory can usefully be used to establish which individuals will need to verify their identity.
For most individuals, the quickest and easiest way to verify will be by using the free service offered by Companies House via the GOV.UK One Login service. Individuals who are based overseas or who do not have biometric identity documents may need to use an Authorised Corporate Service Provider.
Once verified an individual will receive an 11-character code personal code. The personal codes will be required for filing documents for company confirmation statements from 18 November 2025.
Macfarlanes do not offer identity verification services. Our Corporate and M&A Knowledge Team is maintaining a list of third parties that either do or are intending to provide IDV services so that we can be of assistance to clients in this respect.
Corporate liability for failure to prevent fraud
From 1 September 2025, large organisations can be held criminally liable if their "associated persons" commit fraud intending to benefit the organisation. The offence has a broad jurisdictional reach and non-UK organisations may come within scope if any element of the fraud takes place in the UK or if the victim is in the UK.
The offence is committed when an employee, agent, subsidiary, or other "associated person" of a "large organisation" (as defined) commits a specified fraud offence, for the benefit of the organisation. The specified fraud offences include: fraud offences in the Fraud Act 2006; cheating the public revenue; false accounting; false statements by company directors; and fraudulent trading.
There is no requirement for the organisation's directors or senior managers to have participated in the fraud, or even to have known about it. If convicted, an organisation can face an unlimited fine and serious reputational damage. The only defence is for an organisation to demonstrate that it had reasonable fraud prevention procedures in place.
Visit our dedicated knowledge hub on The Economic Crime and Corporate Transparency Act 2023 (ECCTA).
Expansion of the Register of Overseas Entities (ROE) regime
The ROE is a Companies House public register created by the Economic Crime (Transparency and Enforcement) Act 2022 to improve transparency of overseas ownership of UK land and help combat money laundering. Overseas entities must disclose their registrable beneficial owners (RBOs) or, if none can be identified, their managing officers.
Since the regime was introduced in 2022, further regulations have come into effect that significantly expand the availability of information about trusts related to overseas entities that hold registered land in the UK. The new regulations came into force on 24 February 2025, and certain provisions, relating to access to trust information, came into force on 31 August 2025.
The regulations broadly introduce two new aspects into the regime governing the ROE, as follows.
- Public access to trust information: From 31 August 2025, the public may apply to access trust information currently held privately on the ROE, subject to limitations.
- Expanded protection regime: Protection can now be sought for a wider group, including settlors, beneficiaries, and anyone whose information may be disclosed. In addition to existing grounds (risk of violence/intimidation or disclosure of a residential address), applications may also be made for minors and those lacking capacity without needing to show such risks. Applications can be made by the individual, the overseas entity, an authorised representative, or (for trust beneficiaries) the trustee.
Read our further content on this topic.
Corporate redomiciliation
The UK Government remains committed to introducing a new corporate redomiciliation regime and announced in the summer of 2025 its intention to publish a detailed consultation on its implementation.
"Redomiciliation" in this sense refers to the ability for a corporate entity to migrate its registered office from one legal jurisdiction to another so as to become governed by a different set of laws. Unlike in some jurisdictions, redomiciliation into and out of the UK is currently not legally possible. A business that wishes to redomicile for corporate purposes in the UK needs to set up a new UK company, which then acquires the migrating business. This can create a range of difficulties, including from a tax, employment and contracts perspective.
By way of background, the Government first consulted on a new "inward-only" redomiciliation regime for the UK in November 2021, allowing companies to redomicile into the UK, but not to leave the UK for another jurisdiction. Respondents were supportive but many challenged the inward-only nature of the proposals. The consultation culminated in an expert report in October 2024, which supported both inward and outward redomiciliation, as well as giving further recommendations. This will be a key point to look out for as the Government progresses this reform.
UK advance tax certainty
The UK Government is consulting on a new "advance tax certainty" process aimed at giving major investment projects binding certainty on key tax issues before they proceed. The stated goal is to reduce tax-related risk in go/no‑go decisions and support inward investment by making the UK's tax administration more predictable. It is the Government's intention to implement the process in 2026.
The new regime is aimed at corporate entities within, or intending to be within, UK Corporation Tax that are directly undertaking a major investment project (including new inward investors without an existing UK presence at the time of application). A quantitative threshold based on authorised project spend on fixed and intangible assets is envisaged, initially set to capture "dozens, rather than hundreds" of projects per year—likely those involving qualifying expenditure in the hundreds of millions.
Clearances would generally have a stated duration, unlikely to exceed five years, with a renewal mechanism where project life extends beyond five years (subject to safeguards and confirmation that key facts/assumptions persist). An advance certainty clearance would be binding on HMRC as to its application of the law to fully disclosed facts and defined assumptions. HMRC would cease to be bound if key assumptions are no longer met or the law changes. The Government has consulted on whether, and to what extent, the clearance should also be binding on the taxpayer, and on how to handle situations where a taxpayer chooses not to rely on a clearance.
New concierge service for global financial services
The UK Government has launched a new "concierge" service for global financial services investors through the Office for Investment as announced by the Chancellor Rachel Reeves at the IMF Annual Meetings in Washington DC. Delivered in partnership with HM Treasury, UK financial regulators and the City of London Corporation, the free service is designed to help firms choose locations across the UK, navigate regulation and understand the UK business environment, reducing barriers to investment and delivering on commitments made in the Mansion House speech to cut regulatory uncertainty.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
