The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025
| Jurisdiction | UK Non-devolved |
| Citation | SI 2025/761 |
| Year | 2025 |
Statutory Instruments
2025 No. 761
COMPANIES
The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025
Made
24th June 2025
Laid before Parliament
30th June 2025
Coming into force in accordance with regulation 1(3) to (5)
The Secretary of State makes these Regulations in exercise of the powers conferred by sections 1042(1), 1043(2), 1048B(2) and (3) and 1292(1)(c) of the Companies Act 2006
(1)
and section 216(1) of the Economic Crime and Corporate Transparency Act 2023
(2)
.
(1)
These Regulations may be cited as the Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025.
(2)
These Regulations extend to England and Wales, Scotland and Northern Ireland.
(3)
Subject to paragraphs (4) and (5), these Regulations come into force when section 167M of the Companies Act 2006 (prohibition on director acting unless ID verified)
(3)
comes into force.
(4)
Paragraphs (5) and (6) of regulation 3 come into force immediately after section 790LA of the Companies Act 2006 (duty to notify registrar of confirmed persons with significant control)
(4)
comes into force.
(5)
The following provisions come into force when section 167G of the Companies Act 2006 (duty to notify registrar of change in directors)
(5)
comes fully into force—
(a)
regulation 2(2)(c), so far as it inserts paragraphs (2C) to (2F) into regulation 7 of the Companies (Companies Authorised to Register) Regulations 2009 (statement of proposed officers)
(6)
;
(b)
regulation 3(2)(c) and (d), so far as they insert the following provisions into section 26 of the Companies Act 2006, as applied to unregistered companies by paragraph 1 of Schedule 1 to the Unregistered Companies Regulations 2009 (registrar to be sent copy of company's constitution)
(7)
—
(i)
subsection (1A)(c) to (e);
(ii)
subsection (1C)(b);
(iii)
subsection (5), so far as it inserts the definition of “permission of a court to act”.
Commencement Information
I1
Reg. 1 in force at 18.11.2025, see reg. 1(3)
(1)
The Companies (Companies Authorised to Register) Regulations 2009 are amended in accordance with this regulation.
(2)
In regulation 7 (statement of proposed officers)—
(a)
in paragraph (1) for “particulars of” substitute
“information about”
;
(b)
for paragraph (2) substitute—
(2)
For the required information—
(a)
in relation to proposed directors, see sections 167J and 167K of the Companies Act 2006;
(b)
in relation to proposed secretaries or joint secretaries, see sections 279J and 279K of that Act.
;
(c)
after paragraph (2A) insert—
(2B)
The statement under paragraph (1)(a) must, in the case of each individual named as a director—
(a)
confirm that the individual’s identity is verified within the meaning of section 1110A of the Companies Act 2006 (meaning of “
identity is verified
”), and
(b)
state the individual’s unique identifier
(8)
.
(2C)
The statement under paragraph (1)(a) must also include a statement that no one named as a director is—
(a)
disqualified under the directors disqualification legislation (see section 159A(2) of the Companies Act 2006 (disqualified person not to be appointed as director)), or
(b)
otherwise ineligible by virtue of any enactment for appointment as a director.
(2D)
Where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—
(a)
the person’s name,
(b)
the court by which permission was given, and
(c)
the date on which the permission was given.
(2E)
In paragraph (2D), “
permission of a court to act
” means permission of a court under a provision mentioned in column 2 of the table in section 159A(2) of the Companies Act 2006.
(2F)
Where any of the persons named as directors would be disqualified under the directors disqualification legislation by virtue of section 11A of the Company Directors Disqualification Act
1986 (c. 46)
or article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 (
S.I. 2002/3150 (N.I. 4)
(designated persons under sanctions legislation) but for the authority of a licence of the kind mentioned in that section or article, the statement must also include a statement to that effect, in respect of each of them, specifying—
(a)
the person’s name, and
(b)
the date on which the licence was issued and by whom it was issued.
.
(3)
After Part 3 (effect of registration) insert—
(Part 3A)
ID verification: further provisions
Identity verification: exemption on national security grounds etc
(23A.)
(1)
The Secretary of State may, by written notice given to a person, provide for the effect listed in paragraph (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 effect for which the notice may provide is that where a statement of proposed officers names the person as a director, regulation 7(2B) does not require a statement under that paragraph to be made in relation to the person.
Identity verification: material unavailable for public inspection
(23B.)
Any statement or other document delivered to the registrar under regulation 7(2B) of these Regulations must not be made available by the registrar for public inspection.
.
Commencement Information
I2
Reg. 2(1)(2)(a)(b)(3) in force at 18.11.2025, see reg. 1(3)
I3
Reg. 2(2)(c) in force at 18.11.2025 for specified purposes and otherwise in force in accordance with reg. 1(5)(a), see reg. 1(3)(5)(a)
(1)
The Unregistered Companies Regulations 2009 are amended in accordance with this regulation.
(2)
In paragraph 1 of Schedule 1, in section 26 of the Companies Act 2006 (registrar to be sent copy of company's constitution) as applied to unregistered companies by that paragraph—
(a)
for the heading of that section, substitute
“Documents to be sent to the registrar on incorporation”
;
(b)
for subsection (1) substitute—
(1)
A company must, not later than 15 days after the date of its incorporation, send to the registrar—
(a)
a copy of every instrument constituting or regulating the company;
(b)
a statement of the company’s officers, and
(c)
a statement of initial significant control.
;
(c)
after subsection (1), insert—
(1A)
The following requirements apply in relation to the statement under subsection (1)(b)—
(a)
the statement must contain the required information about—
(i)
any person who is a director or directors of the company, and
(ii)
any person who is a secretary (or persons who are joint secretaries) of the company;
(b)
the statement must—
(i)
be accompanied by a statement by the company that each person named as a director, as secretary or as one of joint secretaries has consented to act in the relevant capacity, and
(ii)
in the case of each individual named as a director—
(A)
confirm that the individual’s identity is verified within the meaning of section 1110A, and
(B)
state the individual’s unique identifier;
(c)
the statement must also include a statement that no one named as a director is—
(i)
disqualified under the directors disqualification legislation (see section 159A(2)), or
(ii)
otherwise ineligible by virtue of any enactment for appointment as a director;
(d)
where any of the persons named as directors would be disqualified under the directors disqualification legislation but for the permission of a court to act, the statement must also include a statement to that effect, in respect of each of them, specifying—
(i)
the person’s name,
(ii)
the court by which permission...
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