UK Offence Report

The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025

UK Statutory Instrument 2025 No. 761 — creates 6 criminal offences.

6offences created
0recorded in force
0revoked
Made
24 June 2025
In force from
Not determined
Extent
Not stated
Subject
Corporate, financial services, company law, employment, charity, electoral and tax
Made under
Companies Act 2006, Economic Crime and Corporate Transparency Act 2023

Explanatory note

(This note is not part of the Regulations) — published with the instrument by the department that made it. © Crown copyright, reused under the Open Government Licence v3.0.

These Regulations apply company law provisions on identity verification and persons with significant control to companies authorised to register, unregistered companies and overseas companies. Regulation 2 amends the Companies (Companies Authorised to Register) Regulations 2009 (S.I. 2009/2437) to apply company law provisions relating to the notification and identity verification status of directors and persons with significant control (“PSCs”) to companies authorised to register. The amendments also apply the exemption from identity verification on the grounds of national security and require the registrar to make statements about the identity verification status of directors and PSCs unavailable for public inspection. Regulation 3 amends the Unregistered Companies Regulations 2009 (S.I. 2009/2436) to apply company law provisions relating to the notification and identity verification status of directors and PSCs to unregistered companies, as well as the exemption from identity verification on the grounds of national security and the requirement for the registrar to make statements about identity verification unavailable for public inspection. Regulation 3 also applies provisions on notification of information about secretaries to unregistered companies and makes other amendments to the Companies Act 2006 (c. 46) (“the 2006 Act”), as applied to unregistered companies, which are consequential on amendments made to the 2006 Act by the Economic Crime and Corporate Transparency Act 2023 (c. 56) (“the 2023 Act”). Regulation 4 amends the Overseas Companies Regulations 2009 (S.I. 2009/1801) so that an overseas company is required to confirm that its directors are identity verified when it opens a UK establishment and whenever it appoints a new director after that. It also applies the offences in section 167M of the 2006 Act, of a director acting when not identity verified, and 167N of that Act, of a director acting when not notified to the registrar, to the directors of overseas companies in respect of their actions in relation to the UK establishment of the overseas company. The provisions in regulations 2 and 3 relating to the delivery of a statement that a director or PSC is not disqualified under the director disqualification legislation will come into force only when section 167G of the 2023 Act comes fully into force. Regulation 5 makes transitional provision for any individual who is a director of an unregistered company before regulation 3 comes into force, so that confirmation that they are identity verified has to be provided with the unregistered company’s next confirmation statement delivered after regulation 3 comes into force. Regulation 6 makes transitional provision for any individual who is a director of an overseas company before regulation 4 comes into force, so that confirmation that they are identity verified has to be provided before the first anniversary of the date the UK establishment opened that falls after regulation 4 comes into force. A full Impact Assessment has not been prepared for this instrument as no, or no significant, impact on the private, voluntary or public sector is foreseen.

Offences created by this instrument

What Parliament said about it

Hansard was searched for this instrument by name and returned nothing. That is the ordinary outcome: an instrument laid under the negative procedure is usually never debated, and becomes law without a word said about it in either House.

How Parliament handled it

This instrument became law without a debate or a vote. Under the negative procedure it took effect unless a motion to stop it succeeded, and none was tabled.

Procedure
Made negative — law unless a motion to stop it succeeded
Could either House amend it?
No. A statutory instrument is put to each House as a whole thing, to be approved or not. Neither House can change a word of it.
Committee
Drawn to the special attention of the Houses by a scrutiny committee

Procedural history

From Parliament's Statutory Instruments service. Parliamentary material is reused under the Open Parliament Licence v3.0.

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