Overseas Company Directors Face New UK Identity Checks: What You Need to Know

If you are a director of an overseas company with ties to the UK, it is time to pay close attention. Starting this autumn, identity verification (IDV) rules will tighten and they are coming for overseas company directors too.

The changes are part of a broader shake-up of the UK’s corporate governance rules. The goal? Clean up company records, boost transparency and make it harder for bad actors to hide behind shell structures. But the practical impact will be felt by a much wider group, including many who may not have expected to be caught up in it.

What’s Changing with UK Identity Checks?

Under new regulations, formally known as the Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025, all directors of overseas companies that operate in the UK will need identity verification with Companies House.

This applies whether or not those directors are actively involved in the UK side of the business. If your name appears on the Companies House record for a UK establishment of an overseas company, you are expected to verify your identity.

There is a two-part timeline:

• New directors must verify their identity at the point of registration
• Existing directors will need to go through IDV before the anniversary of the UK establishment’s registration, once the regime officially kicks in

And there is a catch. If a director has not been verified, they are legally barred from acting in the UK. Allowing them to do so could lead to offences under section 167M of the Companies Act. Technically, only directors who are physically present and actively involved in UK operations could be prosecuted. But practically, it may not be possible to even submit the necessary filings to Companies House if all listed directors are not verified. So, there is pressure to comply across the board.

Who Else is Included?

The rules do not stop with overseas companies. Directors and PSCs of unregistered companies such as those set up by Royal Charter will also fall under the IDV framework.

Meanwhile, overseas entities governed by the Register of Overseas Entities are subject to separate rules. While they are not covered by the new IDV regulations per se, fresh rules around historical reporting and trust disclosures have been introduced for them too.

What Does This Mean for Overseas Businesses?

For many overseas companies with a UK footprint, this is another regulatory hoop to jump through. It may feel like an extra burden, especially for directors based abroad who have little day-to-day involvement with the UK side of things. But there is a logic behind the move.

A UK establishment of an overseas company is, in many ways, treated like a UK business. It is not a separate legal entity. So even if a director is not directly managing UK operations, they are still legally responsible for the company’s activities in the UK. That shared accountability is what underpins these new IDV rules.

Still, the rollout could catch some firms off guard. Up until recently, many did not expect all directors to be affected. But the UK is increasingly demanding more transparency from anyone with control over businesses operating within its borders.

What Should Overseas Companies Do Now?

Companies with a UK establishment should start preparing. That means identifying all directors currently listed on Companies House records and confirming whether their identity has been verified. If not, it is time to get the process moving.

Failure to comply could have operational consequences. Even if there are no prosecutions, the inability to make filings, such as annual returns or updates to company information, could create complications down the line.

For those unsure how to proceed, help is available. UK Property Accountants has been guiding law firms and international clients through the IDV process and the registration of UK establishments. Our team can assist with verifying director identities, handling compliance steps, and addressing the challenging legal questions that may arise along the way.

Conclusion

The UK government is getting serious about transparency. These new IDV requirements are part of a broader effort to clarify business ownership and enhance the reliability of corporate records. That means directors, wherever they are in the world, can no longer afford to ignore the fine print.

If your company has a UK establishment, and your name appears on its Companies House record, it is time to get verified. This is not a box-ticking exercise you can skip. The rules are changing and the clock is ticking.