This week:

• Mandatory identity verification for UK company directors and persons with significant control will commence on 18 November 2025
• The court abolishes the rule that a company cannot assert legal advice privilege against its shareholders during litigation
• The UK Government publishes a global template for organisations to report on tackling modern slavery under UK, Australian and Canadian legislation
• The Government is consulting on steps to tackle late payment of invoices by larger businesses, including expanded reporting and mandatory payment deadlines
• The Government is seeking views on the market for trust services in the UK

Mandatory identity verification to begin from 18 November 2025

Companies House has confirmed that mandatory identity verification (IDV) for directors of UK companies and for persons with significant control (PSCs) will begin on 18 November 2025.

The announcement does not mention IDV for individuals who are members of a UK limited liability partnership (LLP) or for officers of non-UK companies that are registered in the UK. However, in line with previous statements, we expect this to commence on 18 November 2025 as well.

There will be a transitional period during which existing directors, LLP members and PSCs must verify their identity. The deadline for each individual will vary depending on the entity or entities with which they are associated.

To begin with, mandatory IDV will apply only to individuals who are directors, LLP members or PSCs. Mandatory IDV for other persons, such as officers of corporate PSCs, corporate LLP members and corporate general partners, will commence at a later date.

Once an individual completes IDV, that IDV is valid for all positions they occupy. As a result, unless there is a defect with the IDV process, an individual should only ever need to complete IDV once.

New directors, LLP members and PSCs

The following deadlines apply where an individual becomes a director of a UK company, member of a UK LLP or PSC of a UK entity on or after 18 November 2025. However, if the individual already occupies one of these positions on 18 November 2025, their deadline may be earlier (see below).

• Directors. An individual who is appointed as a director of a UK company on or after 18 November 2025 must complete IDV before their appointment is notified to Companies House.
• LLP members. An individual who is admitted as a member of a UK LLP on or after 18 November 2025 must complete IDV before their admission is notified to Companies House.
• PSCs. If an individual becomes a PSC on or after 18 November 2025, the company or LLP in question must notify Companies House within 14 days and confirm whether the individual has completed IDV. If they have not, Companies House will write to them to instruct them to do so. The individual will then have 14 days to complete IDV.

Technically, this gives an individual 14 days from being appointed as a director or admitted as an LLP member to complete IDV, and potentially 28 days from becoming a PSC, to complete IDV.

However, a person must not act as a director or LLP member until they complete IDV, and there is a risk of exceeding the relevant deadline if IDV takes longer than expected. Therefore, where at all possible, an individual should complete IDV before becoming a director, LLP member or PSC.

Existing directors, LLP members and PSCs

The following deadlines apply where an individual is already a director of a UK company, member of a UK LLP or PSC of a UK entity on 18 November 2025. However, if the individual becomes a director, LLP member or PSC of another entity on or after 18 November 2025, their deadline may be earlier (see above).

• Directors. The guidance states that the individual must provide their IDV confirmation code alongside the company’s first annual confirmation statement after 18 November 2025. However, based on draft regulations published for LLPs, we expect the deadline for completing IDV to be the date on which the confirmation statement is due. In other words, if the confirmation statement is late, the individual cannot act as a director until it is delivered.
• LLP members. The individual must complete IDV before the LLP’s next annual confirmation statement is due to be delivered to Companies House. If the confirmation statement is late, the individual cannot act as a member of the LLP until it is delivered.
• PSCs. The position for PSCs is more nuanced and depends on whether the individual is also a director of the same company (or, presumably, a member of the same LLP). If they are, then, broadly speaking, the deadline tracks that for their company directorship or LLP membership. If they are not, the deadline is 14 days after the first day of the month in which they were born. (For example, for a PSC born on 23 February, the deadline will be 14 February 2026.)

An individual may be a director, LLP member or PSC of more than one entity. In that case, the individual will need to complete IDV by the earliest applicable deadline.

Notwithstanding these deadlines, it is wise to complete IDV as soon as possible. This is particularly important because, if an individual acts as a director of a UK company at any time while their identity is not verified, they will commit a criminal offence, as will the company and every other director of the company who is in default. The same position applies for members of LLPs.

Non-UK companies

We previously reported that IDV has been extended to individuals who are officers of a company that is incorporated outside the UK (“overseas companies”) but required to register with Companies House (i.e. where the overseas company has a UK establishment).

Where an individual is appointed as an officer of a registered overseas company on or after 18 November 2025, they must complete IDV before their appointment is notified to Companies House (similar to the position for a new director of a UK company).

Again, however, until the individual’s identity is verified, it will be an offence to act as an officer of the overseas company while in the UK, and so it is safer to complete IDV before being appointed.

If an individual is already an officer of a registered overseas company on 18 November 2025, they must complete IDV by the first anniversary of the date on which the UK establishment was opened. So, if the establishment was opened on 8 August 2005, the deadline will be 8 August 2026.

These changes do not affect a company that does not have a UK establishment but is required to register on the UK’s Register of Overseas Entities (because it owns registered land in the UK), as the Register of Overseas Entities is a separate regime.

What should I do now?

Companies House has been permitting IDV on a voluntary basis since April 2025 in an attempt to front-load as much of the work as possible.

Now that we have a date for mandatory IDV, demand will undoubtedly increase. Individuals who will need to complete IDV but have not yet done so should consider doing so now. This is particularly important for individuals whose deadline may fall shortly after the requirements come into effect. 

Individuals can complete IDV directly with Companies House online using a smartphone or web browser, or in person at a UK Post Office. Alternatively, it is possible to complete IDV through an authorised corporate services provider who has the capability to conduct IDV.

Read Companies House’s press release on the launch of mandatory identity verification

Court confirms companies can assert legal privilege against their shareholders

The Privy Council has abolished the centuries old so-called “Shareholder Rule”, which prevented companies from asserting legal advice privilege against their own shareholders during litigation (unless litigation privilege applied).

The Privy Council held that the rule is unjustifiable and should no longer be applied. It also ordered that its decision be followed by the courts of England and Wales.

The upshot is that directors of companies can now seek and obtain legal advice in confidence, without fear that it will later be disclosable to shareholders in unforeseen litigation with them. This is particularly important for companies with large, constantly changing shareholder bases, and for companies facing activist or adversarial shareholders.

You can read more about the court’s decision to abolish the rule that companies cannot assert privilege against their shareholders in our separate in-depth piece.

Government publishes modern slavery reporting template for international organisations

The UK Home Office has published a template for organisations with international operations to report on their modern slavery practices under multiple pieces of legislation.

In the UK, under section 54 of the Modern Slavery Act 2015, organisations that carry on business in the UK, supply goods or services and have an annual turnover of £36m or more must publish a slavery and human trafficking statement, more commonly known as a “modern slavery statement”.

That statement must set out the steps the organisation took in the preceding year to eliminate slavery and human trafficking in its organisation and supply chains. If the organisation took no steps, it must state this. Other than this, there is no prescribed content for a modern slavery statement. However, section 54(5) sets out certain information that a modern slavery statement could include.

Similar legislation exists in Australia and Canada.

• The Australian Modern Slavery Act 2018 requires organisations that are formed or carry on business in Australia and have an annual turnover of A$100m or more to publish a modern slavery statement. Unlike in the UK, the Australian legislation prescribes mandatory content for an annual modern slavery statement.
• The Canadian Fighting Against Forced Labour and Child Labour in Supply Chains Act of 2023 requires entities that produce, sell or distribute goods in Canada or elsewhere, or which import goods into Canada, to publish an annual report on steps they have taken to prevent and reduce the risk of forced labour or child labour in their supply chain. Again, unlike in the UK, the Canadian legislation prescribes mandatory content for this annual report.

The purpose of the Home Office’s new template is to streamline compliance for organisations with overlapping obligations by allowing them to produce a single report covering the core disclosure requirements under all three pieces of legislation.

The template groups reporting into seven “themes”, which will be familiar to entities reporting under one or more of the three frameworks. These include organisational structure, policies and procedures, risk management, due diligence, training, and monitoring for effectiveness.

The template notes that the precise requirements under each piece of legislation differ. The template is not, therefore, a substitute for official guidance in each jurisdiction and does not guarantee compliance with the legislation in each case.

Access the UK Home Office template for international reporting on modern slavery, forced labour and child labour (opens PDF)

Access the UK Home Office statutory guidance on transparency in supply chains

Access the Australian Commonwealth Modern Slavery Act 2018 reporting guidance (downloads PDF)

Access the Government of Canada’s guidance for entities on reporting under the Fighting Against Forced Labour and Child Labour in Supply Chains Act of 2023

Government consults on steps to tighten prompt invoice payment by large organisations

The Government has published a Plan for Small and Medium Sized Businesses. Among other things, the Plan sets out proposals to tackle the late payment of invoices owed by larger organisations to small and medium-sized businesses.

To this end, the Department for Business and Trade has published, in parallel, a consultation on tackling poor payment practices.

The consultation follows draft legislation published in July 2025 to require large businesses to include selected information on their invoice payment practices in their annual report. Large companies are already required to report every six months on their invoice payment practice reporting. Read our previous Corporate Law Update for more information on the proposal to require large organisations to report on invoice payment practices in their annual report.

Possible steps on which the Government is seeking views include the following.

• Requiring company boards or (where relevant) audit committees to provide commentary and make recommendations on payment performance before the company reports on its invoice payment practices.
• Giving the Small Business Commission powers to investigate poor business-to-business invoice payment practices and to impose fines for persistent late payment.
• Amending the Late Payment of Commercial Debts (Interest) Act 1998 to impose a hard limit of 60 days for payment of invoices (and possibly to reduce this to 45 days after five years) and to impose a deadline of 30 days for disputing an invoice.
• Imposing a mandatory statutory interest rate on late payments (and, therefore, removing the ability to negotiate a lower, contractual interest rate).
• Expanding half-yearly reporting under the Reporting on Payment Practices and Performance Regulations 2017 to include information on statutory interest liabilities.

The consultation closes at the end of 23 October 2025.

Read the Government’s Plan for Small and Medium Sized Businesses (opens PDF)

Read the Government’s consultation on tackling poor payment practices

The Government is seeking views on the market for trust services in the UK

The Government is seeking views on the market for trust services in the UK. Trust services are digital tools that make online transactions more reliable by verifying the authenticity and integrity of electronic documents and transactions. They include electronic signatures, electronic seals, electronic time stamps and authenticity certificates. The Government notes that, although there is a legal framework for trust services in the UK, there are currently no registered trust service providers. It is therefore seeking evidence of the size of the market in the UK.

Access the Government’s call for views on the market for trust services in the UK