The Economic Crime and Corporate Transparency Act 2023 (ECCTA) IDV regime is being extended to directors of overseas companies with UK establishments, with the same timetable as for directors of UK companies.
Under recently published rules - The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 - the IDV requirements for directors of UK companies have been applied to a wider range of company directors, increasing the numbers of people who will need to carry out IDV in the coming months to comply with ECCTA.
Overseas companies with UK establishments
A company incorporated outside the UK is required, under The Overseas Companies Regulations 2009, to register with Companies House if it opens a UK establishment. The new regulations made under ECCTA are amending the overseas companies regime to impose similar IDV requirements on directors of these companies as for directors of UK companies, which you can read about here.
Under the new rules, an individual who is a director of an overseas company with a UK establishment will have to have their identity verified before the UK establishment is registered at Companies House.
Existing directors of overseas companies with UK establishments will need to have their identity verified before the anniversary of the opening of the UK establishment, once mandatory IDV is brought into force. This remains likely to be in autumn 2025 although no firm date has been announced.
The rules apply to all individual directors registered at Companies House for the UK establishment, irrespective of whether or not they are involved in the UK business. Until they complete IDV, they may not act as a director of the company while in the UK.
If any director fails to get their ID verified and acts as a director in the UK, both they and the company will commit an offence.
The IDV rules for Persons with Significant Control (PSCs) will not apply to overseas companies with UK establishments as the PSC rules do not apply to them.
Unregistered companies
The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 also apply the IDV requirements to directors, and to PSCs who are individuals, of unregistered companies. This will affect a small category of companies, such as those formed by Royal Charter and under certain Acts of Parliament.
Key takeaway
The extension of the IDV rules to directors of overseas companies with UK establishments at the same time as the IDV rules for directors and PSCs of UK companies is somewhat unexpected. Doing so will extend the number of people who need to get their ID verified quite considerably.
On this basis, the advice to all individuals affected by the ECCTA IDV requirements is to make sure that you verify your identity as soon as possible, via Companies House or an ACSP.
For more information on how you or your company is impacted by the ECCTA IDV regime, speak to one of our corporate team.
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