July 8, 2025 Overseas company directors under scope of Identity Verification
New regulations have been made that now extend upcoming Companies House identity verification requirements to overseas companies from Autumn 2025.
In recent years, the regulatory landscape for overseas company directors with UK establishments has undergone significant transformation, with identity verification (IDV) requirements coming into sharper focus. These new measures are part of a broader initiative to enhance corporate transparency and strengthen the integrity of the UK business environment.
The new rules
Under the new rules (Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025), individuals who are a director of an overseas company with a UK establishment will have to have their identity verified at the point of registering. Existing directors will need to have their identity verified before the anniversary of the opening of the UK establishment, once the mandatory period commences.
The rules apply to all individual directors registered at Companies House for the UK establishment, irrespective of whether they are involved in the UK business. It would not extend to their PSCs, as the PSC rules do not apply to overseas companies. It also does not apply to the Permanent Representative but does apply to secretaries
Until they are verified, they will not be able to act as a director in the UK, doing so would be an offence for the individual and for the company if they allow the individual to act. Albeit under s. s.167M it is only the directors physically in the UK and acting in respect of the affairs of the UK establishment that will be committing the offence. However, we suspect that it will not be possible to make the required filings for the Overseas Company if each director’s identity is not verified.
The rules also apply to individuals who are directors or PSCs of unregistered companies, for example those created by Royal Charter. The changes do not apply to overseas entities under the Register of Overseas Entities per se. However, there have been new rules introduced for those entities regarding historical reporting and new trust disclosures.
Our view
It was expected that the IDV rules would apply to overseas entities; however, we did not expect that directors of overseas entities would be obliged to comply with IDV rules from autumn 2025 onwards.
Some overseas companies may be alarmed that all individual directors are caught by the new rules, regardless of whether they are involved in the UK establishment., We believe this is consistent with the general approach taken by Companies House and company law. A UK establishment of an overseas company is carrying out business in the UK in the same way as UK companies are. At the same time, a UK establishment of an overseas company is not a separate legal entity; therefore, all directors share control and responsibility, even though practically speaking certain individuals may have day-to-day responsibility for UK affairs.
How we can help
Elemental is an Authorised Corporate Service Provider and is helping law firms and their clients to meet the new identity verification requirements. Elemental also regularly supports overseas clients to register UK establishments.
