Introduction: Companies House Identity Verification Reaches Every American Director
Companies House identity verification is now a legal requirement for every director and every person with significant control of a UK company, wherever they live and whatever passport they hold. The rule took effect on 18 November 2025. Consequently, the twelve-month transition for people already on the register closes in mid-November 2026, only weeks away.
Americans sit in an awkward position. Many run a British company from New York, Austin or San Francisco. Others live in London but hold their shares through a Delaware entity. Furthermore, the routes built for UK residents do not work from the United States, and the published guidance barely mentions overseas directors at all.
However, the British step is the cheap part. The same directorship that puts you on the UK register usually creates American filings that carry far heavier penalties. Therefore, this guide covers both sides. It explains who must verify, when, and how to do it from America. Additionally, it shows what the exercise reveals about your US returns. TaxYork prepares US and UK tax returns for American company owners, so we see both sides of the same file.
What Companies House Identity Verification Requires in 2026
Companies House identity verification in plain terms
Companies House identity verification is a one-off check that proves a named person on the UK register is a real individual. Parliament created it in the Economic Crime and Corporate Transparency Act 2023. Specifically, the Act responded to years of fictitious directors and stolen names on the register.
Once you pass, you receive an 11-character personal code. The code belongs to you, not to your company. Therefore, one code covers every UK company you serve. Companies House tells you to guard it like a tax reference, as its guidance on verifying your identity explains. However, you may share it with whoever files for you.
Who must complete Companies House identity verification
Directors must verify. So must members of limited liability partnerships and directors of overseas companies that have registered a UK establishment. Additionally, every person with significant control, or PSC, must verify. A PSC is broadly an individual who holds more than 25% of the shares or votes, or who controls the board. The official PSC guidance sets out the full tests.
Importantly, nationality and residence make no difference to Companies House identity verification. An American who has never set foot in Britain is caught if her name sits on the register. Companies House estimates that six to seven million people fall within scope.
The Delaware look-through that catches American owners
Many Americans assume their holding entity is the PSC. Usually it is not. A company can appear on the PSC register only if it is itself subject to comparable disclosure rules, for example a UK company or a listed company. A private Delaware LLC fails that test. As a result, the register looks through it to the individual behind it.
Therefore, an American who owns a UK company through her own LLC is personally the PSC. She must complete Companies House identity verification herself. The LLC cannot do it for her.
The Deadlines Americans Actually Face
Existing directors and the confirmation statement
For an existing director, the real Companies House identity verification deadline is the company's next confirmation statement. Every UK company files one each year. Since 18 November 2025, the statement must carry the personal code of every director. Consequently, a company cannot file its confirmation statement while even one director remains unverified.
That design matters for boards with members in several countries. Specifically, one unverified director in Texas blocks the filing for the whole board in London. Meanwhile, the company falls into default.
PSCs and the 14-day windows
PSC deadlines for Companies House identity verification run separately, and this is where owners slip. The official page on when you need to verify gives two rules. First, a PSC who is also a director of the same company gets 14 days, starting the day after the confirmation statement date. Filing the statement early does not move that window.
Secondly, a PSC who is not a director must act in the first 14 days of their birth month. For example, an American investor born on 22 January has from 1 to 14 January. Furthermore, a director who is also a PSC must supply the code twice. The confirmation statement covers the director role. A separate online service covers the PSC role. In our experience, owner-directors routinely complete the first and forget the second.
New appointments and the mid-November backstop
New directors have no transition at all. Since 18 November 2025, a person must complete Companies House identity verification before appointment or incorporation. Similarly, a new PSC must supply the code within 14 days of joining the register.
The transition itself began on 18 November 2025 and lasts twelve months. Therefore, every existing director should be verified by mid-November 2026 at the latest. However, most companies reach their confirmation statement date sooner. Check that date first.
How to Complete Companies House Identity Verification From the United States
The app route with a US passport
There are two lawful routes to Companies House identity verification. The first is the free government service, which you reach through the page titled verify your identity for Companies House. It accepts a biometric passport from any country. Every US passport book issued since 2007 carries a chip, as the State Department's passport information confirms. Therefore, most Americans can use it.
Nevertheless, several limits apply. An expired passport does not work in the app. A US passport card is not a passport book, and a US driving licence is not on the list. Additionally, you need a smartphone that can read the chip, your current home address and the year you moved in. Each email address can verify only one person. Consequently, spouses who share an inbox need two.
Why the UK-only routes fail Americans
The service offers two fallbacks. One uses UK bank details and a National Insurance number. The other finishes the check in person at a post office counter. However, both are reserved for UK residents. As a result, an American in Chicago whose app attempt fails has no fallback inside the government service.
We have seen valid US passports fail in the app without any stated reason. Furthermore, we have seen handsets that refuse to read the chip. Do not burn weeks on repeat attempts. Instead, move to the second route.
The Authorised Corporate Service Provider route
The second route to Companies House identity verification uses an Authorised Corporate Service Provider, or ACSP. This is an accountant, solicitor or similar agent registered with Companies House and supervised for anti-money-laundering purposes. The guidance on using an ACSP explains the process. You give the agent your full name, home address, email address and identity evidence. Companies House then emails your personal code, usually within hours.
The agent can be based in any country, yet it must appear on the official list of ACSPs. Agents may charge a fee. Notably, this route leaves a public trace. The register shows a verification statement with your name, the date and the name of the agent.
The details that derail American filings
Three small mismatches cause most of the failed Companies House identity verification submissions we see. First, dates of birth. Americans write the month before the day, and formation agents sometimes transposed them years ago. The guidance on personal codes says you must correct a wrong date of birth before you supply your code.
Secondly, names. A US passport shows your full legal name, including middle names and suffixes. In contrast, the register may show a shortened version. Therefore, we recommend aligning the record before submitting. Thirdly, the code itself. A single wrong character produces a mismatch.
What Happens If You Miss Companies House Identity Verification
The offence and the first prosecutions
Acting as a director while unverified is a criminal offence under section 167M of the Companies Act 2006. Moreover, the company commits an offence too, as does every officer in default. In other words, a verified director can be prosecuted for letting an unverified colleague carry on.
That is no longer theory. The first convictions came on 16 September 2026. One director had signed accounts and joined board decisions while unverified. She was fined £166 plus costs. Notably, her verified co-director was fined £307 for failing to stop her. A third director was convicted over a late confirmation statement.
Financial penalties and the warning notice
Companies House can also impose civil penalties without going to court. Its published approach to financial penalties sets a scale. A first minor offence costs £250, and a fourth very serious offence costs £2,000. Additionally, a daily rate can apply while the default continues.
The process starts with a warning notice. If you put matters right within 28 days, no penalty follows. Therefore, speed matters far more than argument. Companies House sets out the wider sequence in its approach to non-compliance, from reminder emails to default letters, prosecution and referral for disqualification.
The blocked confirmation statement and strike-off
The larger danger is slower. A company that cannot file its confirmation statement drifts towards compulsory strike-off. On dissolution, its bank accounts freeze and its remaining assets pass to the Crown. For an American owner, that turns a clerical lapse into a loss of the business. Furthermore, it creates a messy final year for the US reporting on the company.
One point offers comfort. Section 167M states that a breach does not invalidate the director's acts. Therefore, a dividend declared or a contract signed while unverified still stands. Accordingly, the tax treatment of that dividend does not change. Nevertheless, the offence remains.
How far behind the register is
Compliance with Companies House identity verification is patchy. Official management information on identity verification showed that only 55% of directors and 42% of PSCs had linked a verified identity by the end of June 2026. Consequently, millions of people will meet the deadline together. Expect queues at agents and slow support lines in November.
The US Filings Behind an American Director's UK Appointment
Form 5471 for officers, directors and shareholders
Here the stakes rise. The public register shows each director's nationality and country of residence. Moreover, anyone can search it free of charge, including the IRS. Companies House identity verification now ties that entry to a checked passport. Therefore, an American director of a British company is easier to identify than ever.
The matching US obligation is usually Form 5471. A US person who owns 10% or more of a foreign corporation generally files it every year. Additionally, a US citizen who serves as an officer or director can owe the form even with no shares, in a year when a US person acquires a 10% stake. The Form 5471 instructions set out the filing categories.
The penalty is $10,000 per form, per year, under section 6038. It applies even when no tax is due. In contrast, the British fines above start at £250. Our guide to the US citizen UK company director explains the payroll and controlled foreign corporation rules in detail.
FBAR signature authority over company accounts
A director who can sign on the company's bank accounts has a second duty. You must report those accounts on an FBAR when your combined foreign balances exceed $10,000 at any point in the year. Ownership is irrelevant. Signature authority alone triggers the report.
This is the missed FBAR we find most often among directors. They report their personal accounts and omit the company's. Furthermore, a non-wilful penalty can exceed $16,000 per annual report. Our FBAR and FATCA reporting service covers both personal and company accounts.
Form 8938 and director fees
Shares in a UK company are a specified foreign financial asset. Therefore, they may belong on Form 8938 once you pass the threshold. For a single American living abroad, that is $200,000 at year end or $300,000 at any time. Lower limits apply to US residents.
Fees also need care. Board fees paid to an American are taxable on the US return, and Britain normally taxes them through payroll as well. We cover the detail in our article on non-executive director fees. Meanwhile, American ownership reporting has narrowed, as our guide to beneficial ownership reporting in 2026 explains. Britain has moved the other way.
Case Study: A London Founder, a Texas Director and a Blocked Filing
The position we found
This illustrative case uses realistic figures. Rachel is a US citizen who has lived in London for nine years. She owns 70% of a UK software company through her own Delaware LLC. Her brother Tom lives in Austin and owns 30% directly. Both are directors. The company earns profits of about £600,000 a year and holds up to £1.9 million in its UK accounts.
The confirmation statement date was 3 August 2026, with 14 days to file. Rachel verified in July using the app. However, Tom's attempts failed repeatedly on his handset in Texas. The UK-only routes were closed to him. As a result, the statement went unfiled, and a default letter arrived in September.
What the review uncovered
Rachel had also missed her own PSC deadline. As a director and PSC, she owed a separate submission between 4 and 17 August. She did not know that Companies House identity verification had to be linked twice. Furthermore, the register showed her birth date with the day and month reversed.
The American side was worse. Neither sibling had ever filed Form 5471. Three years were outstanding for each of them. At $10,000 per form, the exposure was $30,000 each, or $60,000 together. Additionally, both had signature authority over the company accounts, and neither had listed them on an FBAR. In contrast, the British financial penalty on the table started at £250.
The outcome
We dealt with Companies House identity verification first, because it was quick. An ACSP verified Tom without any travel, and his code arrived within four working days. We corrected Rachel's date of birth, filed the confirmation statement and linked her PSC record. The company met the requirement inside the warning period. Therefore, no financial penalty followed.
Then we turned to the US returns. Rachel qualified as a non-resident, so we prepared her submission under the IRS Streamlined Filing procedures, with three years of returns and six years of FBARs. Tom lives in the United States, so we filed his late Forms 5471 and FBARs with a reasonable cause statement. Because the company pays UK corporation tax at 25%, a high-tax election removed any extra US tax on its profits. The lesson is simple. The British check cost a few days. The American forms it exposed carried $60,000 of risk.
What Changes Next and How to Prepare Now
Later phases that will reach American structures
More is coming. Companies House identity verification will later extend to people who file documents, corporate directors, limited partnerships and the officers of corporate PSCs. The official changes to UK company law site promises at least six months' notice for filers. Therefore, American groups that use a US company as a UK director should expect the officers behind it to verify in time.
A practical sequence for the weeks ahead
Start with the register. Look up every UK company on which your name appears and note each confirmation statement date. Next, check your name, date of birth and passport expiry. Then complete Companies House identity verification, using the app first and an agent if it fails. Finally, supply the code for each role, and keep a board record of every director's status.
After that, turn to America. Ask whether every Form 5471, FBAR and Form 8938 for those companies has been filed. If not, act before the IRS asks. Our US tax returns for expats service handles those forms alongside the return itself.
How TaxYork Can Help
TaxYork prepares US and UK tax returns for American directors and owners of British companies. We map every company, every role and every account. Then we file what both countries require. Our work is comprehensive tax preparation and compliance, covering Forms 5471, 8938 and the FBAR alongside your personal returns.
On the British side, we coordinate Companies House identity verification for boards with members overseas. We check the register for mismatches, work with an authorised agent where the app fails, and track each PSC window. Furthermore, where years of US filings are missing, we prepare the catch-up submission so that both registers agree.
Conclusion
Companies House identity verification is a short task with a hard edge. Every American director and PSC of a UK company must complete it, and the transition ends in mid-November 2026. The app works with a US passport book. However, the fallback routes do not work from America, so an authorised agent is the practical safety net.
Above all, treat Companies House identity verification as a prompt. The British fine starts at £250. In contrast, a single missed Form 5471 costs $10,000. Therefore, verify this month, link your code to every role, and review the US filings that your directorship creates.
Contact Us
If you are an American director or owner of a UK company, speak to us before your confirmation statement falls due. You can book a consultation with our US-UK team, email hello@taxyork.com or call 020 3488 8606. We will review your Companies House identity verification position and the US returns behind it.
Disclaimer
This article provides general information only and reflects US and UK rules as understood in October 2026. It is not tax or legal advice for your circumstances. Companies House deadlines depend on each company's own filing dates, and US filing obligations depend on your ownership, role and residence. The case study is illustrative. Always obtain professional guidance from a qualified specialist before you file.