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Companies House Reforms – New identity verification regime for company directors and PSCs

Umbrellas Company House Reforms

FIRST THE REGISTER OF OVERSEAS ENTITIES, NOW A NEW IDENTITY VERIFICATION REGIME FOR COMPANY DIRECTORS AND PSCS

Following the introduction of the Register of Overseas Entities (ROE) by the Economic Crime (Transparency and Enforcement) Act 2022, further reforms are coming down the pike at Companies House, the UK Government Agency responsible for the registration of companies, limited partnerships, limited liability partnerships, foreign companies and overseas entities. The Economic Crime and Corporate Transparency Bill 2022, expected to receive Royal Assent in the coming weeks, will require all new and existing company directors, Persons with Significant Control (PSCs) and anyone else filing with the Registrar of Companies to have their identities verified.

For companies already on the register (of which there are approximately 5 million according to Companies House data), there will be a transitional period to give existing directors and PSCs time to comply with the new requirements. There will be potential civil penalties and potential criminal liability for companies, directors and PSCs failing to comply, including fines, rejection of new company incorporations and disqualification from acting as a director.

There will be two ways to achieve identity verification:

It is currently unclear precisely what form the verification of identity by Companies House will take. 

Where identity verification checks are undertaken by an ACSP, a declaration will have to be filed at Companies House confirming that the identity has been verified. 

An ACSP must be regulated by a supervisory body for anti-money laundering (AML) purposes and have an existing obligation to carry out customer due diligence checks on all their clients in order to provide identity verification services. 

Significant changes are also being made to the registration system for limited partnerships, which will be of relevance to many of our clients.

How can De Pinna Help?

All the notaries at De Pinna are entitled to be registered as ACSPs under the new regime and we anticipate providing a service very much along the lines of our existing service for verification of identity and registration of overseas entities that own land in the UK. We will, of course, update you further as and when the legislation progresses and as Companies
House provides more information. 

Should you have any queries at this stage please approach your usual contact at De Pinna or:

Phillip Journeaux at phillipj@depinna.co.uk
Peter Adams at petera@depinna.co.uk
Iain Ostrowski-Rogers at iainor@depinna.co.uk