The return under regulation 4 must, in the case of each individual listed as director under regulation 6(1)(d)(i) (particulars of the company), include a statement—

(a) confirming that the individual’s identity is verified within the meaning of section 1110A of the Companies Act 2006, and

(b) stating the individual’s unique identifier.

Particulars of the establishment

Documents to be delivered with the return: copies of accounting documents

Statement as to future manner of compliance with accounting requirements

Penalty for non-compliance

Part 3A — Duties relating to ID verification and notification

Directors: duties relating to ID verification and notification

17A

Sections 167M and 167N of the Companies Act 2006 (directors: duties relating to ID verification and notification) apply to an overseas company that opens a UK establishment, so that they read as follows—

(167M) (1) An individual, while in the UK, must not act as a director of a company in respect of the affairs of the company’s UK establishment unless the individual’s identity is verified within the meaning of section 1110A of the Companies Act 2006. (2) A company must take all reasonable steps to prevent an individual in the UK from acting as a director of the company in respect of the affairs of the company’s UK establishment if that individual’s identity is not verified within the meaning of section 1110A of the Companies Act 2006. (3) A person who contravenes subsection (1) commits an offence. (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. (5) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland and Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (6) The only consequence of contravening subsections (1) and (2) are the offences provided for by this section (so that, for example, a contravention does not in any way affect the validity of an individual’s acts as a director). (167N) (1) This section applies where— (a) an individual has become a director of a company after the company has delivered a return under regulation 4 of the 2009 Regulations, and (b) a notice under regulation 13(4) of the 2009 Regulations of the individual having become a director has not been given within the period mentioned in paragraph (6)(a) of that regulation. (2) The individual, while in the UK, must not act as a director of the company in respect of the affairs of the company’s UK establishment until notice is given under regulation 13(4) of the 2009 Regulations of that individual becoming a director of the company. (3) A person who contravenes subsection (2) commits an offence. (4) It is a defence for a person charged with an offence under this section to prove that they reasonably believed that notice had been given under regulation 13(4) of the 2009 Regulations. (6) A person guilty of an offence under this section is liable on summary conviction— (a) in England and Wales, to a fine; (b) in Scotland and Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale. (7) The only consequence of a contravention of subsection (2) is the offence provided for by this section (so that, for example, a contravention does not in any way affect the validity of an individual's acts as a director). (8) In this section, “the 2009 Regulations” means the Overseas Companies Regulations 2009 (S.I. 2009/1801).

Identity verification: material unavailable for public inspection

17B

Any statement or other document delivered to the registrar under regulation 6A or 13(4A) of these Regulations or regulation 6(2) of the Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761) must not be made available by the registrar for public inspection.

Identity verification: exemption on national security grounds etc

17C

Section 1110C of the Companies Act 2006 (identity verification: exemption on national security grounds etc) applies to an overseas company that opens a UK establishment, so that it reads as follows—

(1110C) (1) The Secretary of State may, by written notice given to a person, provide for one or more of the effects listed in subsection (2) to apply in relation to the person, if satisfied that to do so is necessary— (a) in the interests of national security, or (b) for the purposes of preventing or detecting serious crime. (2) The effects for which the notice may provide are that— (a) where a return under regulation 4 of the 2009 Regulations lists an individual as director of an overseas company, regulation 6A of the 2009 Regulations does not require a statement under that regulation to be made in relation to the person; (b) regulation 13(4A) of the 2009 Regulations does not apply in relation to a return of alteration caused by a person becoming a director of an overseas company; (c) section 167M(1) as applied to overseas companies by regulation 17A of the 2009 Regulations does not apply in relation to the person and section 167M(2) does not impose any obligation on an overseas company in relation to the person. (3) For the purposes of subsection (1)(b)— (a) “crime” means conduct which— (i) constitutes a criminal offence, or (ii) is, or corresponds to, any conduct which, if it all took place in any one part of the United Kingdom, would constitute a criminal offence, and (b) crime is “serious” if— (i) the offence which is or would be constituted by the conduct is an offence for which the maximum sentence (in any part of the United Kingdom) is imprisonment for 3 years or more, or (ii) the conduct involves the use of violence, results in substantial financial gain or is conduct by a large number of persons in pursuit of a common purpose. (4) In this section the “2009 Regulations” means the Overseas Companies Regulations 2009 (S.I. 2009/1801).

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