The First Directors Have Been Prosecuted for Skipping Companies House Verification. Check Your New Company Before It Blocks Your Filings

21 September 20268 min read

The First Directors Have Been Prosecuted for Skipping ID Verification

Last Updated: 21 September 2026

Acting as a UK company director without verifying your identity with Companies House is now a criminal offence, and on 16 September 2026 the first three directors were convicted. The obligation attaches to a new owner at completion, to every director and PSC inherited with the company, and one unverified director blocks the company's confirmation statement, a filing that falls due inside most 100-day windows.

What the Law Now Requires

Identity verification became a legal requirement for company directors and people with significant control (PSCs) on 18 November 2025. According to Companies House, the date began a 12-month transition rather than acting as a single deadline: new directors must verify before they can be appointed or incorporate a company, while existing directors confirm their verification at the same time as the company files its next confirmation statement. Companies House estimates that 6 to 7 million individuals will need to verify by mid-November 2026, when the transition closes.

The mechanics are simple, which is what makes failure inexcusable in a diligence context. Verification is free through Companies House directly, using a passport or driving licence, or it can be done by an Authorised Corporate Service Provider such as an accountant. Each person who verifies receives a personal code, and that code must be supplied for every company role held. A director of three companies supplies the code three times.

Who counts as a director for this purpose

The requirement reaches further than the title suggests. According to the GOV.UK guidance, it covers directors, the equivalent of directors, including members, general partners and managing officers, PSCs, and directors of overseas companies registered in the UK. In a small acquired company the PSC is usually the seller, which means the person exiting the business still carries a live obligation against your company's register for a period after completion. That is worth knowing before you assume every inherited obligation left with the seller.

What happens to a company with an unverified director

The company, not just the individual, carries the consequence. A company cannot file its confirmation statement unless all of its directors have verified, so one laggard freezes a statutory filing for the whole board. According to TaxAssist Accountants, an unverified director also cannot make Companies House filings or be appointed elsewhere, risks disqualification, and puts the company itself at risk of committing an offence, along with late-filing penalties if the blocked statement misses its statutory period. This is qualitative guidance from an advisory firm and carries no figures, but the direction is consistent with what the first prosecutions then confirmed.

What the First Prosecutions Established

On Wednesday 16 September 2026, three directors were fined at City of London Magistrates' Court in the Insolvency Service's first convictions for identity verification offences. The fines themselves were modest: Jill White was fined £166 with £85 costs and a £66 victim surcharge, Marc Dillon was fined £307 with £85 costs and a £123 surcharge, and Modinat Banjo was fined £80 with £85 costs and a £32 surcharge. According to the Insolvency Service, multiple opportunities to comply were offered before enforcement, and Daniel Hart, its senior criminal lawyer, stated that "there is no option to opt out." The amounts are not the story. The precedent is.

The details matter for what they say about inherited messes. White acted as a director while unverified, participating in board decisions and signing company accounts, and only completed verification in early September 2026. Banjo continued acting and signing accounts while unverified, verifying only on or around 28 May 2026. Both companies had also failed to file confirmation statements on time. These are precisely the facts a buyer's diligence finds in a seller-run company: a director who never got around to a free five-minute process, and filings that lapsed because of it.

The liability that caught a verified director

The sharpest finding in the cases has the most direct consequence for new owners. Marc Dillon had verified his own identity. He was prosecuted anyway, for failing to take reasonable steps to prevent White from continuing to act as a director while unverified, despite knowing the requirement. According to the Insolvency Service, directors hold responsibilities not only for their own compliance but for ensuring unverified individuals do not continue acting on a company's behalf. A new owner who takes over a board containing an unverified inherited director is, from the moment they know, the Dillon of their own acquisition. Doing nothing about a gap you have discovered is itself the offence pattern.

Why This Bites Inside the First 100 Days

New owners tend to treat Companies House as settled paperwork that came with the company. The transition timetable makes that assumption expensive. The 12-month verification window for existing directors closes in mid-November 2026, so any company whose confirmation statement falls after a director's verification due date in that window must resolve the position at the next filing, not eventually. Every PSC has a 14-day window in which to supply their personal code once it falls due. A new owner entering a company in late 2026 is entering during the exact period when these clocks are reaching their ends.

The same applies to the owner's own position. A buyer appointed as a director at completion must have verified before acting, and supplies a personal code as part of the appointment filing or incorporation. Verification is quick, but it is not instant, and the appointment filings at completion are not the moment to discover a problem with a passport or a licence. Doing it during exclusivity or between exchange and completion removes the entire category of risk from day one.

Your own appointment

The sequence for the buyer is short: verify directly with Companies House or through an Authorised Corporate Service Provider, receive the personal code, and confirm it is available to whoever files the appointment paperwork at completion. Companies House also notes that where an agent or accountant usually files for a company, the code needs to reach them before it is needed. In an acquisition, the buyer's own advisers and the target's advisers are often different firms, and the code has to cross that boundary. Building that handover into the completion checklist takes minutes and prevents a stalled filing at the worst possible moment.

The confirmation statement you inherit

The acquired company's next confirmation statement is the hard checkpoint, because the company cannot file it unless every director is verified. A new owner should therefore find out, in week one, when that statement falls due and who on the inherited board has not yet verified. If the answer is nobody and not for months, the point is closed. If the answer is a seller-side director with no incentive to cooperate after exit, the owner has found a live statutory problem while there is still a completion mechanism, or at worst a goodwill conversation, to fix it with.

The Check to Run on the Company You Bought

Companies House publishes verification due dates on the register, so the check is free and takes minutes. Look up the company, read every director and PSC entry, and note each person's verification status and due date against the company's next confirmation statement date. Compare the register's picture of who controls the company with what the sale agreement says: the seller, the PSC, and the person who actually ran the business should be the same people, and discrepancies are a diligence finding in themselves.

The same check tells you something about how the company was run before you owned it. Late filings, a lapsed confirmation statement, or a director who never verified are recorded on a public register, and all three featured in the September prosecutions. The pattern this fits is one we have documented before: nearly all first-100-days guidance is American and carries no equivalent statutory layer, so UK buyers inherit obligations the generic checklists never mention. TUPE and the employee-records duty were the first obligation we put on that list; Companies House identity verification is the second, and it is visible on the register before completion, not after.

The Register to Build in Week One

The working artefact is a one-page verification status register, owned by the new owner as a director and maintained by whoever handles the company's filings, whether that is the finance lead or an external accountant registered as an Authorised Corporate Service Provider. It records, for every director and PSC: verification status, personal code supplied for the role, the due date attached to that role, and the company's next confirmation statement date. It also records who is responsible for chasing each incomplete item and by when.

Measured honestly, the baseline is binary per person: verified, or not, with a date against the gap. The register converts an invisible statutory exposure into a visible checklist with owners and dates, and what it proves is the question a buyer's advisers are really asking: whether this company's compliance is actively managed or quietly assumed. It costs one conversation to build, and the alternative is learning about a gap from a blocked filing, a late-filing penalty, or an Insolvency Service letter.

Sources

Background reading (qualitative guidance, no figures): TaxAssist Accountants, "Directors: How to verify your identity for Companies House", 3 October 2025.