ECCTA 2025–26: Companies House Reforms, Failure to Prevent Fraud & ID Verification — What UK Businesses Must Do Now

By Micheal Whittington, Director

The Economic Crime and Corporate Transparency Act 2023 (ECCTA) brings tougher Companies House checks, a new Failure to Prevent Fraud (FTPF) offence for large organisations, and mandatory identity verification (IDV) for directors and PSCs. Here’s what’s live, what’s next, and how to prepare.

2025 milestone: Failure to Prevent Fraud (FTPF)

From 1 September 2025, the FTPF offence applies to large organisations and captures fraud by employees or agents intended to benefit the organisation (or in some cases, a client). The only defence is having reasonable, proportionate fraud-prevention procedures in place.
Large organisation = meet any two of: >250 employees, >£36m turnover, >£18m total assets.

Identity verification (IDV): mandatory soon

• 18 November 2025: Mandatory IDV starts for directors, PSCs and LLP members at incorporation/appointment and then within set timelines for existing roles.
• Individuals will receive a personal verification code for use on filings; additional rules apply to those who hold both director and PSC roles.
• Voluntary IDV has been available since April 2025 via UK One Login or through an Authorised Corporate Service Provider (ACSP).

What’s next (2026 and beyond)

• Limited Partnership reforms—greater transparency, UK service address requirements and regular filing expectations—no sooner than spring 2026.
• Government proposals would further extend corporate criminal liability by applying the senior-manager attribution test more broadly.

Practical impacts for your business

• Governance & accountability: Map who is a senior manager; align delegations, approvals and reporting lines with the new attribution risk.
• Fraud controls: Run a targeted fraud risk assessment; implement proportionate, documented “reasonable procedures”—focus on sales, intermediaries, bids/tenders and financial reporting.
• Company secretarial: Maintain a registered email, confirm an appropriate registered office, prepare for more registrar queries, and design IDV workflows for UK and overseas appointees.
• Budgeting & vendors: Account for higher Companies House fees and decide on direct IDV vs an ACSP; bake vendor oversight into your compliance framework.

Key dates at a glance

• 1 Sept 2025 — Failure to Prevent Fraud offence in force for large organisations.
• 18 Nov 2025 — Mandatory IDV begins for directors/PSCs/LLP members.
• Spring 2026 (earliest) — Limited Partnership reforms roll out.

Five actions to take this month

1. Document a fraud risk assessment and gap-analyse against “reasonable procedures.”
2. Refresh policies, due diligence and training—especially in sales, intermediaries, bids/tenders and finance.
3. Map senior managers; tighten delegations, approvals and management information.
4. Build your IDV playbook (tools, ACSPs, onboarding, overseas contingencies) ahead of 18 Nov 2025.
5. Tidy your Companies House footprint: registered email, appropriate address, readiness for registrar queries.

FAQs

Who must comply with FTPF?
Only large organisations (meeting any two of the thresholds). SMEs outside the thresholds should still strengthen anti-fraud controls to meet customer and partner expectations.

What counts as “reasonable procedures”?
Proportionate, risk-based measures across policy, training, due diligence, monitoring, reporting and speak-up—designed using a documented risk assessment and reviewed regularly.

How do overseas directors/PSCs complete IDV?
Via GOV.UK One Login (where available) or an ACSP; plan early for cross-border onboarding and evidence capture.

Sources

[1] Companies House – “Get ready for changes to UK company law” (22 Jan 2024): https://companieshouse.blog.gov.uk/2024/01/22/get-ready-for-changes-to-uk-company-law/
[2] Companies House – “Improving the accuracy of the Companies House register” (14 Feb 2024): https://companieshouse.blog.gov.uk/2024/02/14/improving-the-accuracy-of-the-companies-house-register/
[3] GOV.UK – “Companies House fees increasing from 1 May 2024” (19 Feb 2024): https://www.gov.uk/government/news/companies-house-fees-increasing-from-1-may-2024
[4] CPS Legal Guidance – “Corporate Prosecutions” (updated 18 Aug 2025): https://www.cps.gov.uk/legal-guidance/corporate-prosecutions
[5] GOV.UK – “Offence of ‘failure to prevent fraud’ introduced by ECCTA” (6 Nov 2024): https://www.gov.uk/government/publications/offence-of-failure-to-prevent-fraud-introduced-by-eccta
[6] Home Office – “Failure to prevent fraud: guidance” (6 Nov 2024): https://www.gov.uk/government/news/new-failure-to-prevent-fraud-guidance-published
[7] GOV.UK – “Companies House confirms identity verification rollout from 18 November 2025” (5 Aug 2025): https://www.gov.uk/government/news/companies-house-confirms-identity-verification-rollout-from-18-november-2025
[8] GOV.UK – “When you need to verify your identity for Companies House” (18 Mar 2025): https://www.gov.uk/guidance/when-you-need-to-verify-your-identity-for-companies-house
[9] Changes to UK Company Law (campaign site) – “Identity verification” (from 8 Apr 2025): https://changestoukcompanylaw.campaign.gov.uk/identity-verification/
[10] GOV.UK – “ECCTA: Outline transition plan for Companies House” (updated 5 Aug 2025): https://www.gov.uk/government/publications/economic-crime-and-corporate-transparency-act-outline-transition-plan-for-companies-house/economic-crime-and-corporate-transparency-act-outline-transition-plan-for-companies-house
[11] Reuters – “Extension of corporate criminal liability … Crime and Policing Bill 2025” (28 May 2025): https://www.reuters.com/legal/legalindustry/extension-corporate-criminal-liability-united-kingdom-2025-05-28/