One director had not verified her identity and continued to take board decisions and sign accounts. Another had completed his own verification, but was prosecuted because he had not taken reasonable steps to prevent the unverified director from acting. A third signed and delivered accounts while unverified. All three were fined at City of London Magistrates’ Court on 16 September 2026, according to the
Insolvency Service announcement of 17 September. These are the first prosecutions announced for the Companies House identity-verification regime. The fines were modest: £166 for Jill White, £307 for Marc Dillon and £80 for Modinat Banjo, with costs and surcharges in addition. That should not obscure the point; verification is now capable of becoming a criminal enforcement issue, including for a director who has verified personally but fails to deal with an unverified colleague.
What changed in the law?
The Economic Crime and Corporate Transparency Act 2023 inserted
section 167M into the Companies Act 2006. The core rule is that an individual must not act as a director unless their identity has been verified. A company will also commit an offence if an unverified director acts as a director and that liability extends to other officers of the company. The legislation is designed to make it harder to use anonymous or false identities on the company register after years of fraud linked to companies registered using false details. Since 18 November 2025, a newly appointed director has had to verify before acting. Existing directors have been given a 12-month transition, linked to the company’s next confirmation statement. A director may have more than one role or appointment, and the personal code used to confirm verification must be supplied for each company, see the
Companies House guidance. Surprisingly, while it is an offence to act as a director while non verified, actions taken by unverified directors remain valid decisions and actions; section 167M makes that clear. Thus while Ms Banjo had committed a criminal offence by signing and delivering company accounts, those accounts remained valid and properly submitted.
Why was the already verified director prosecuted?
The most revealing feature of the announcement is Mr Dillon’s case. The Insolvency Service said he had verified himself but knew of the requirement and failed to take reasonable steps to prevent Ms White continuing to act while unverified. She was said to have taken part in board-level decisions and signed company accounts before completing verification shortly before court. This highlights how important it is for all directors to ensure their colleagues have completed the proper verification requirements because they will be personally liable if they do not. While the fines may be small, each of these people now have criminal records as a result of what many might see as minor administrative oversights. They also signal the willingness of prosecutors to go after the fairly low hanging fruit, presumably in an attempt to show the fraudsters in the system that they mean business. The Insolvency Service announcement says the defendants had multiple opportunities to comply before enforcement, indeed we note that all of the prosecutions came after the unverified directors signed and delivered company accounts. Once official documents are served on the authorities, such as Companies House or HMRC, proving this offence becomes a trivial issue for prosecutors. This is because they can prove from their records that you have not completed the verification process and that you have signed and served official documents.
What should a company check now?
Start with the company’s directors and people with significant control, then confirm the deadline for each role using the current Companies House instructions. Record who has completed identity verification and whether the required personal code has been supplied against the relevant appointment. Check the date of the next confirmation statement and keep evidence of notices, submissions and any rejected filing. Someone who verifies through an authorised provider should still check that the company’s records and filings reflect the result. If a director remains unverified after the applicable date, the company should address whether they may participate in decisions or sign filings and take advice promptly. A director who thinks another person has not complied should put the issue before the board, document reasonable steps to stop unlawful acting, and follow up rather than assuming that a reminder email solves it. This is particularly important in small companies where accounts and decisions may be signed informally. An investigation calls for a different sort of care. Preserve the Companies House history, confirmation-statement dates, identity verification records and minutes. Determine whether a contested signature was made as a director, on whose authority, and when. The defence should separate any allegation about acting while unverified from a separate late-filing charge. The small fines in the first cases do not tell us that every future prosecution will be minor or that the wider commercial effects of a conviction will be small.
The point for directors
These prosecutions turn an administrative-looking task into a live compliance and criminal-law question. The operative dates, roles and actions decide the case. Companies House provides
instructions for verifying identity; directors should follow them and retain proof that each required step was completed. If you are being prosecuted then
contact Chetwode Criminal Defence Solicitors today to find out how we can help you.
