UK Offence Report

Prohibition on director acting unless ID verified

regulation 167M(4) of The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025

This offence was read from the text as made, and no revised version was available, so a later revocation could not be ruled out. Check the current text at legislation.gov.uk.

What the provision says

4 If a company contravenes subsection (2) an offence is committed by— a the company, and b every officer or agent of the company who knowingly and wilfully authorises or permits the default.

Text as made, from legislation.gov.uk. © Crown copyright, reused under the Open Government Licence v3.0. This is the text as originally made; later amendments are not shown here.

Who it binds, and what has to be proved

Binds
a company
Conduct
contravening a requirement of the instrument
Fault element
Requires proof of a state of mind
Burden of proof
No statutory defence — prosecution proves everything

The prosecution must prove both that the conduct happened and that it was done with the state of mind the provision names (knowingly, wilfully).

The provision states no defence, so the prosecution bears the burden on every element of the offence.

Classifier’s reasoning: mens rea word in the offence-creating words: knowingly, wilfully.

What would breach regulation 167M(4)?

These are illustrations, not law. They are generated from the provision’s own words to show the shape of the offence. Whether any particular conduct is caught depends on the full text, on any amendment since, and on the facts.

  1. Doing the thing the provision prohibits under the Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025, whatever the reason for doing it.
  2. Where the requirement is a positive duty, letting the time for performing it pass without performing it.

Penalty

Mode of trial
Summary only — tried in a magistrates’ court
Maximum fine
Unlimited
Standard scale
Level 5
Maximum prison (summary)
Not determined

level 5 is unlimited in England and Wales for offences committed on or after 12 March 2015 (LASPO 2012 s.85, S.I. 2015/664).

Sentencing

Offences of this kind are usually sentenced under the guidelines below. This is a mapping by subject, not a finding about this provision, and the links go to a search of the Sentencing Council’s own site.

Prosecution figures

No published per-offence figure was found for this provision, and it could not be matched to a Ministry of Justice offence code. Offences created by statutory instrument very largely do not have one. Absence of a figure is not evidence that the offence is unused.

Status and lifecycle

Current status
Status not determined
Made
24 June 2025
In force from
Not determined
Extent
Not stated

How this was established: read from the text as made; no revised version available, so later revocation could not be ruled out.

What the instrument is for

(This note is not part of the Regulations) — the explanatory note published with the instrument, © Crown copyright.

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.

Read the full note and every offence in this instrument

How this became law

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.

Neither House could have amended it. A statutory instrument is put to each House as a whole thing, to be approved or not; the Houses can reject an instrument or record their regret, but they cannot change a word of it. That is the constitutional position for every offence on this site.

The full procedural history →

Other offences in the same instrument

How this was identified as an offence

Everything above rests on the judgement that this provision creates a criminal offence, rather than mentioning one. That judgement is made by rule, from the words of the provision, and this is the rule that made it — with a confidence of 0.55.

Basis
c06_offence_committed
Confidence
0.55 of 1.00

A provision that states a penalty for an offence created elsewhere can read very like one that creates an offence, and the rules can mistake the one for the other. If the text quoted above sets a penalty for something made an offence by another provision, treat the classification on this page with that in mind, and read the instrument.

Check the source