This week:

• Legislation is made to bring mandatory identity verification for company directors and others into force from 18 November 2025
• The Financial Conduct Authority publishes the outcome of a review of delayed disclosure of inside information
• Other items this week

Legislation published to bring mandatory identity verification into force

Regulations have been published which will bring mandatory identity verification (IDV) for company directors, members of limited liability partnerships (LLP members) and persons with significant control (PSCs) into force on 18 November 2025.

Mandatory IDV is one of the measures introduced by the Economic Crime and Corporate Transparency Act 2023 (ECCTA) to combat economic crime in the UK.

As a reminder, IDV is required only for PSCs who are “registrable” at Companies House. (In some cases, a PSC may be exempt from registration.)

As anticipated, the regulations create a transitional regime, with existing directors, LLP members and registrable PSCs having potentially up to 12 months from 18 November 2025 to complete IDV.

The following deadlines apply where an individual is a director, LLP member or registrable PSC immediately before 18 November 2025.

• UK company directors. The director must complete IDV by the first occasion after 18 November 2025 on which the company delivers a confirmation statement to Companies House.
• UK LLP members. The member must complete IDV by the first occasion after 18 November 2025 on which the LLP delivers a confirmation statement to Companies House.
• Overseas company directors. IDV applies only if the overseas company has a UK establishment registered at Companies House. The director must complete IDV by the first anniversary of the opening of establishment that falls after 18 November 2025.
• Registrable PSCs. The deadline depends on whether the individual is also a director of a company.
  
  If the individual is also a director, the deadline is 14 days after the company’s confirmation statement period ends. (This is also the deadline for delivering the confirmation statement, and so, for most practical purposes, the deadline is aligned with the individual’s deadline as a director.)
  
  If the individual is not also a director, the deadline is the first occasion after 18 November 2025 on which the 14th day of the month of the individual’s birth falls. So, for example, if the PSC is born on January, the deadline will be 14 January 2026. Similarly, if the individual is born in November, the deadline will be 14 November 2026. If the individual is born in December, the deadline will be 14 December 2025.

Many individuals will occupy multiple positions that attract mandatory IDV, which will in turn generate multiple deadlines. For such an individual, the practical deadline for completing IDV will be the earliest of those multiple deadlines.

Once an individual has completed IDV, Companies House will place a note on the public register confirming that they are verified.

As a reminder, the transitional provisions do not apply to an individual who becomes a company director, LLP member or registrable PSC on or after 18 November 2025. For “new” directors and LLP members, the deadline will be 14 days from appointment. For “new” registrable PSCs, the deadline will be 14 days after Companies House issues a notice to complete IDV.

Finally, the mandatory provisions that come into effect on 18 November 2025 only affect individuals. They do not apply to corporate directors or LLP members, nor to registrable PSCs that are legal entities (so-called registrable RLEs).

However, ECCTA already contemplates that a registrable RLE will need to provide a “registered officer”, who must be an individual who has completed IDV. Moreover, the Government still intends to bring in a ban on corporate directors and corporate LLP members, with some exceptions, and we anticipate this to involve some element of IDV. The date for these developments is not yet known.

Access the Regulations that bring mandatory identity verification into force on 18 November 2025 (the Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025)

Access the Regulations that require Companies House to note that an individual’s identity has been verified (the Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025)

FCA publishes review of delayed disclosure of inside information

The Financial Conduct Authority (FCA) has published Primary Market Bulletin 59, in which it has set out the outcome of a recent review of delayed disclosure of inside information (DDII).

Inside information is regulated in the UK by the UK Market Abuse Regulation (UK MAR).

Under Article 17.1 of UK MAR, an issuer on a regulated market (such as the London Stock Exchange Main Market) or a multilateral trading facility (such as AIM or the AQSE Growth Market) must inform the market of any inside information relating to it as soon as possible. This is done by publishing the information through a regulatory information service (RIS).

However, Article 17.4 of UK MAR allows an issuer to delay the disclosure of inside information if certain conditions are met. These are that immediate disclosure would likely prejudice the issuer’s legitimate interests, that delaying disclosure is not likely to mislead the public, and that the confidentiality of the inside information can be ensured.

The FCA carried out its last review in 2020. This time, it found a 39% decrease in the number of DDII notifications, as well as a 7 percentage point decrease in the number of issues making DDII notifications. The FCA says that drop in the number of notifications, in particular, was unexpected.

The average delay in disclosure increased by 7 days to 35.2 days. However, the average delay in disclosing “unscheduled financial information” decreased to 6 days.

The FCA expresses concern that fewer DDII notifications and longer delays may indicate falling levels of compliance with Article 17.4. It reminds issuers to ensure they have appropriate arrangements in place to comply with Article 17.4, including to immediately inform the FCA, when disclosing inside information to the public, that disclosed was delayed and (if requested) explaining why.

Read Financial Conduct Authority Primary Market Bulletin 59

Other items this week

• CMA updates merger guidance on jurisdiction and procedure. The Competition and Markets Authority has updated its merger guidance on jurisdiction and procedure (CMA2). The revised guidance follows the CMA’s consultation in June 2025 on updating the guidance to reflect its new “4Ps” approach (pace, predictability, process and proportionality). You can read more about the CMA’s 4Ps consultation in our previous piece.

Access the CMA’s updated mergers guidance on jurisdiction and procedure (CMA2) (opens PDF)