Companies house identity checks: First directors prosecuted

The first prosecutions and convictions under the Companies House identity verification regime on 16 September 2026 mark a significant shift from legislative reform to active enforcement. The announcement was published jointly by the Insolvency Service and Companies House on 17 September 2026.  These prosecutions signal a more interventionist approach by Companies House, and these cases demonstrate that enforcement action is not reserved for obviously fraudulent or fringe companies but will also be used against otherwise compliant companies and their directors where corporate compliance obligations are not met.

The identity verification regime

Identity verification is a central reform introduced by the Economic Crime and Corporate Transparency Act 2023, which amends the Companies Act 2006.  It is intended to improve the accuracy of the Companies House register and make it harder to use UK companies for unlawful purposes. Newly appointed directors have been required to verify their identity with Companies House before acting as a director since 18 November 2025¹.

Existing directors must complete verification during a 12-month transition period, tied to the filing of the company's next confirmation statement².  Once verification is complete, an individual receives a unique identifier code linking their verified identity to their corporate roles³.

Companies House guidance confirms that non-compliance can lead to financial penalties, criminal prosecution, and restrictions on becoming a director, incorporating a company, or registering as an authorised corporate service provider.

The first successful prosecutions

The proceedings concerned three directors across two companies: Jill White and Marc Dillon were directors of White (Reading Properties) Limited, while Modinat Banjo was a director of J Isogony Apparel Limited.

White had continued to act as a director of White without completing identity verification.  She participated in board-level decision-making and signed company accounts while unverified, and only completed verification in early September 2026, roughly nine months after the deadline and shortly before the court hearing.   She was fined £166, with £85 costs and a £66 victim surcharge.  She was also convicted, together with Dillon, for the company's failure to file a confirmation statement on time.  Dillon had verified his own identity but was prosecuted for failing to take reasonable steps to prevent White from continuing to act as a director while unverified.  He was fined £307, with £85 costs and a £123 victim surcharge.  

Modinat Banjo, director of J Isogony Apparel Limited, faced prosecution as she had continued to act and signed and delivered company accounts before completing verification, which she finished on or around 28 May 2026. She was also convicted of failing to file a confirmation statement on time, and was fined £80, with £85 costs and a £32 victim surcharge.

The Insolvency Service has stated that in both cases multiple opportunities were given to comply before enforcement action was taken, and that there is no option to opt out of the requirement.

These prosecutions sit within a broader increase in Companies House enforcement activity.  Earlier in 2026, Companies House reported that 23 directors were disqualified in the first six months of the year for persistent or serious non-compliance, amounting to 70 years of disqualifications in total, and that 360 directors of 332 companies were convicted of filing offences between January and March alone.⁴

Key takeaways for directors

The White (Reading Properties) Limited convictions are particularly important because they demonstrate that identity verification is a responsibility of both the company and its officers.  Unverified individuals are prohibited from acting as directors.   Likewise, it is an offence by the company and its directors, even if verified, if they do not ensure that an unverified individual is prevented from acting as a director until they are verified.   Such was the case here, where Dillon had verified his own identity but nevertheless failed to take reasonable steps to prevent White from acting in the same capacity as director.  This case demonstrates that where the directors know that another director remains unverified, they must take reasonable steps to ensure that the unverified individual does not continue to operate in the capacity of a director, including by signing documents, participating in board decisions or otherwise acting on the company's behalf or face prosecution.

For boards with several directors, this means compliance oversight cannot be left to each individual checking only their own status.  Where a co-director is known to be unverified and continues to sign documents, take board decisions, or otherwise act, the other directors may themselves be exposed to prosecution if they fail to act on that knowledge.

It should be noted that the Companies Act 2006 provides that a contravention of the ID verification requirement does not affect the validity of the individual’s acts as a director[5].  The statutory protection preserves the validity of corporate acts, but it does not remove the criminal exposure of the unverified director, the company or any officer found in default. 

Avoiding prosecution: Key steps for directors and boards

1. Complete verification promptly.  This can be done free of charge online through Companies House, or through an Authorised Corporate Service Provider.
2. Confirm verification deadlines.  Newly appointed directors must verify before acting, and this has applied since 18 November 2025. Existing directors have a 12-month transition period tied to the company's next confirmation statement but must not treat this as an open-ended grace period.
3. Maintain a board-wide compliance record.  Keep a current list of all directors and persons with significant control, their applicable verification deadlines, their verification status, and whether their personal code has been linked to the correct role.
4. Check status before key actions.  Before board decisions are taken or accounts are signed, confirm whether every director involved is permitted to act, given their verification status.
5. Escalate known non-compliance.  A director aware that a co-director remains unverified should raise the issue formally, document the steps taken to address it, and seek legal advice where activity cannot reasonably be paused pending resolution.
6. Do not rely on verification alone for due diligence.  Identity verification confirms a link between a named individual and a company role; it does not by itself establish beneficial ownership, legitimate control, or the absence of wrongdoing, and it is not a substitute for a regulated firm's own anti-money-laundering customer due diligence.

How can Withers assist directors moving forward?

If you are a director and are concerned about your compliance with your Companies House obligations Withers' international and multidisciplinary team are on hand to assist.   If you have any questions on how the Companies House ID verification regime may affect you or your business, please do not hesitate to get in touch.