What happens if a director does not verify their identity

A director who keeps acting without having their identity verified commits a criminal offence under section 167M of the Companies Act 2006, and the company and every officer in default can commit one too. In practice the first thing to stop is the company’s confirmation statement, which Companies House will not accept until every director is verified, so a single unverified director can also put the company into default on its annual filing.

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Is it actually a criminal offence not to verify?

Yes. Section 167M(1) says an individual must not act as a director of a company unless their identity is verified within the meaning of section 1110A. Section 167M(2) puts a parallel duty on the company: it must ensure that no unverified individual acts as a director. Breach of either is an offence, and where the company is in breach the offence is committed by the company and by every officer in default. For this purpose a shadow director is treated as an officer.

The penalty on summary conviction is a fine in England and Wales. In Scotland and Northern Ireland it is a fine of up to level 5 on the standard scale, plus a daily default fine of up to one tenth of level 5 for continued contravention.

Note what the offence is aimed at. The prohibition is on acting as a director while unverified. Verification itself is the two step process Companies House describes: completing a successful identity check, which produces a Companies House personal code, and then delivering a statement to Companies House that the identity is verified, quoting that code. Doing the first step and never doing the second still leaves the director in breach.

From what date does the offence apply to an existing director?

Not from 18 November 2025 for most people. Regulation 4 of the Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025 (S.I. 2025/1118) disapplies section 167M for anyone who was a director before that date until the day after the company delivers its next confirmation statement or, if it does not deliver one, the day after its delivery period ends. For a company that already had an overdue confirmation statement on 18 November 2025 the protection ended no later than the end of 2 December 2025. The detail is in our page on when existing directors must verify.

For anyone appointed on or after 18 November 2025 there is no grace period. The appointment notice under section 167G(3)(c) must contain a statement that the new director’s identity is verified, so in the normal course an unverified person cannot be put on the register at all.

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What happens to the company’s filings?

This is usually where the problem shows first. Companies House guidance says it will not accept a company’s confirmation statement until all of its directors have verified their identity, and each director’s personal code has to be given in that statement. If one director refuses or delays, the whole statement is stuck. The company then risks a second, separate default: failing to file its confirmation statement on time. Companies House guidance says a company can be fined up to £5,000 and may be struck off if it does not file its confirmation statement. See the confirmation statement explained and compulsory strike off.

Other filings are affected too. A new director cannot be appointed, and a new company cannot be incorporated, without a verified identity for each individual director.

Are the director’s decisions and signatures still valid?

Yes. Section 167M(6) says the only consequences of breaching subsections (1) and (2) are the offences in that section, and gives as an example that a breach does not affect the validity of an individual’s acts as a director. Contracts signed, board decisions taken and accounts approved by an unverified director therefore stand. The risk is personal and criminal, not a question of whether the company is bound.

What will Companies House actually do?

Companies House published its approach to non compliance with mandatory identity verification in November 2025. In outline:

Before the deadline it emails companies before their confirmation statement is due, reminding them that verification statements are needed for every director.
After the due date it sends a default letter that sets out the offence and warns that enforcement may follow without further notice. Formal letters normally go to the company’s service address.
Enforcement has three main routes: prosecution, referral to the Insolvency Service and financial penalties, which can be issued at company level or against an individual officer. Other tools listed include annotating the register, directing the company to act, court orders, director disqualification and striking the company off.
Seriousness: a person or company that has committed three or more offences over five years is likely to be treated as a serious case, and cases involving fraudulent identity documents are prioritised.

Where a financial penalty is used, the registrar must first send a warning notice. Under Companies House’s published approach to financial penalties, no penalty is charged if the required action is taken within 28 days beginning the day after the date of the warning notice. Penalties range from £250 for a first minor offence to £2,000 for a fourth or later very serious offence.

Companies House also says that in future it will publish a note against the person’s name on the public register, and that an unverified person will be unable to be appointed as a new director, register a new company or register as an authorised corporate service provider. A person who is disqualified faces the wider consequences described in director disqualification.

Has anyone been prosecuted yet?

Yes. On 17 September 2026 the Insolvency Service and Companies House announced the first convictions, at City of London Magistrates’ Court. Two directors who had continued to act while unverified, including signing company accounts, were fined. A third director who had verified his own identity was also convicted because he failed to take reasonable steps to stop his fellow director acting while unverified. All three were also convicted over late confirmation statements. The fines were modest, between £80 and £307 plus costs and a victim surcharge, but each person now has a criminal conviction. The announcement stressed that the directors had been given multiple opportunities to comply first.

The second case is the one advisers should note. A verified director is not safe simply because their own record is in order.

Can the company fix the problem by removing the director?

It can, and Companies House’s own letters ask companies either to bring unverified directors into compliance or to rectify the position. Regulation 4(4) of S.I. 2025/1118 also confirms that the transitional duty to deliver a verification statement does not apply to someone who is no longer a director when the confirmation statement is delivered. The usual process is in removing a director.

Removal has to be real. Section 167M bites on anyone who acts as a director, so a person taken off the register who carries on running the business may still be treated as a director in law. See shadow and de facto directors.

What if there was a genuine reason for missing the deadline?

After a default letter, the company or PSC can make a representation using the Companies House form, within 28 days of the date on the default letter. Representations made before a default letter are rejected, and late ones are not considered. Companies House says it is likely to accept a representation where there were exceptional circumstances related to the due date and enforcement would be disproportionate, giving as an example a serious IT failure with no other way to file. If accepted, enforcement is usually paused for up to two months, and the decision is final.

A worked example and the common mistakes

Illustration only. Northgate Joinery Ltd has two directors, Ann and Ben. Its confirmation date is 30 June 2026, so the statement must be filed by 14 July 2026. Ann verifies through GOV.UK One Login in May. Ben ignores the reminders. On 14 July the company cannot file. From 15 July Ben is acting while unverified, the company is in breach of section 167M(2), Ann is potentially an officer in default, and the confirmation statement is late. If Ben verifies and the statement is filed within 28 days of any warning notice, a financial penalty is avoided, although prosecution remains possible for continued non compliance.

Verifying but not linking the code. The offence is avoided only when the verification statement reaches Companies House.
Assuming a fellow director’s problem is not yours. The first prosecutions included a verified director.
Thinking unsigned decisions are void. They are valid; the exposure is criminal.
Waiting for the default letter. By then the confirmation statement is already late.

For the verification process itself see Companies House identity verification.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 19 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.