Directors prosecuted for failing to verify their identity: a warning for UK company directors

Identity verification is one of the most significant reforms introduced by ECCTA. The regime is intended to improve the accuracy and reliability of the Companies House register by ensuring that individuals involved in the ownership and management of UK companies are who they claim to be.

From 18 November 2025, newly appointed directors have been required to verify their identity before they can act as a director. Individuals incorporating a new company must also complete identity verification before appointment. Existing directors were not required to verify immediately but instead became subject to a transitional implementation period. During that period, they were generally required to complete verification when filing the company’s next confirmation statement. 

The cases involved directors who continued to act while unverified and, in one case, a fellow director who allowed this to happen.

According to the Insolvency Service:

• Jill White acted as a director of White (Reading Properties) Limited despite not having completed identity verification. She participated in board decisions and signed company accounts while remaining unverified. 
• Marc Dillon, the other director of White (Reading Properties) Limited, had completed his own verification. However, he was prosecuted because he failed to take reasonable steps to prevent Ms White from continuing to act as a director while unverified. 
• Modinat Banjo continued acting as a director and signed company accounts on behalf of her company, J Isogony Apparel Limited, without having completed her identity verification. 

All three individuals were convicted and fined. The Insolvency Service emphasised that multiple opportunities had been provided for compliance before enforcement action was taken.

Directors may assume that failing to complete identity verification is simply an administrative oversight rather than a serious compliance issue. These prosecutions show that the authorities take a different view.

The legislation creates obligations both for the individual director and for the company. Where a person acts as a director without first completing the required identity verification, they may commit a criminal offence. Importantly, any company that permits that individual to continue acting may also commit an offence. 

This is precisely what occurred in the White (Reading Properties) Limited case. One director was prosecuted for acting while unverified, while the other was prosecuted for allowing that situation to continue despite knowing of the requirement.

The identity verification regime does not generally invalidate acts carried out by a director simply because they have failed to complete identity verification. Contracts signed, board decisions taken and other corporate actions will usually remain legally effective.

However, that does not mean the failure can be ignored. The director may still be committing a criminal offence and the company itself may also face criminal liability for allowing the director to act.

For many years, Companies House had limited powers to challenge, verify or reject information submitted to the register. ECCTA was introduced in response to concerns about inaccurate filings, company impersonation, economic crime and the misuse of UK corporate structures.

Identity verification is a central pillar of those reforms. As Martin Swain, Director of Intelligence and Law Enforcement Engagement at Companies House, stated following the prosecutions, the aim is to create a register that is “more reliable, more transparent and better equipped to support economic growth while deterring those who seek to misuse UK companies for criminal purposes”.

The fact that the first prosecutions have been brought so soon after the introduction of the regime should be viewed as a clear signal that Companies House and the Insolvency Service intend to enforce these requirements actively.

For directors, the message is clear: verify your identity, ensure your fellow directors have done the same and do not assume that non-compliance will be overlooked. No director is exempt, and failure could have criminal consequences for the defaulting director, their fellow directors and the company itself.