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[^f00001] and section 216(1) of the Economic Crime and Corporate Transparency Act 2023[^f00002].

Part 1 — Introductory provisions

Citation, commencement and extent

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• (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 on 18th November 2025 (when section 167M of the Companies Act 2006 (prohibition on director acting unless ID verified) came into force).

• (4) Paragraphs (5) and (6) of regulation 3 come into force on 18th November 2025 (immediately after section 790LA of the Companies Act 2006 (duty to notify registrar of confirmed persons with significant control) came 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)[^f00005] 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)[^f00006];

• (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)[^f00007]—

• (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”.

Part 2 — Amendments to secondary legislation

Amendments to the Companies (Companies Authorised to Register) Regulations 2009

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• (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[^f00008]. (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—

(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. (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.

Amendments to the Unregistered Companies Regulations 2009

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• (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 was given, and (iii) the date on which the permission was given; (e) 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— (i) the person’s name, and (ii) the date on which the licence was issued and by whom it was issued. (1B) In subsection (1A), for the required information— (a) in relation to directors, see sections 167J and 167K, and (b) in relation to secretaries or joint secretaries, see sections 279J and 279K. (1C) The following requirements apply in relation to the statement under subsection (1)(c)— (a) the statement must— (i) state whether there is anyone who is either a registrable person or a registrable relevant legal entity in relation to the company, and (ii) include the required particulars of any such person; (b) if there is anyone who is a registrable person, or a registrable relevant legal entity, in relation to the company, the statement must also include— (i) a statement that none of them is disqualified under the directors disqualification legislation (see section 159A(2)), (ii) if any of them would be so disqualified but for the permission of a court to act, 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, (C) the date on which permission was given, and (iii) if any of them would be so disqualified by virtue of section 11A of the Company Directors Disqualification Act 1986 or article 15A of the Company Directors Disqualification (Northern Ireland) Order 2002 but for the authority of a licence of the kind mentioned in that section or article, 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; (c) if the statement includes required particulars of an individual, it must also contain a statement that those particulars are included with the knowledge of that individual. (1D) It is not necessary to include under subsection (1C)(a)(ii) the date on which someone became a registrable person or a registrable relevant legal entity in relation to the company. (1E) Where a statement of initial significant control identifies a person who is a registrable person, or a registrable relevant legal entity, in relation to the company— (a) in relation to any person who is a registrable person, the statement may include a statement that the person's identity is verified within the meaning of section 1110A; (b) if the option in paragraph (a) is exercised, the statement must also state the individual’s unique identifier; (c) if the option in paragraph (a) is not exercised, the registrar must, in writing, direct the registrable person to deliver to the registrar, within the period of 14 days beginning with the date of the direction, a statement— (i) confirming that the person’s identity is verified within the meaning of section 1110A, and (ii) stating the individual’s unique identifier; (d) where a direction is given under paragraph (c), the registrar may by further direction extend the period specified in that paragraph by up to 14 days at a time.

• (d) after subsection (4) insert—

(5) In this section— - “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); - “registrable person”— in subsection (1C), has the meaning given by section 790C (see also section 790J); in subsection (1E), has the same meaning as in subsection (1C), except that it does not include a person mentioned in section 790C(12)(a) to (d); - “registrable relevant legal entity” has the meaning given by section 790C (see also section 790J); - “required particulars” has the meaning given by section 790K.

• (3) For paragraph 6 of Schedule 1 substitute—

(6) (1) Sections 167G, 167H and 167J to 167N of the Companies Act 2006 (directors: duties relating to ID verification and notification) apply to unregistered companies, with the following modifications. (2) Read references to a company as references to an unregistered company. (3) In section 167G— (a) in subsection (3)(c) after “(see section 1110A)” insert “, and a statement of that individual’s unique identifier”; (b) for subsection (5) substitute— (5) Subsection (1)(a) does not require a company, when delivering the documents required under section 26 (documents to be sent to the registrar on incorporation), to give notice in relation to a person named as a director. (4) In section 167J— (a) in subsection (1), omit “(or proposed director)”; (b) in subsection (2)(b)(iii), after “regulations under section 1088(1)(a) or (b)” insert “, as applied to unregistered companies.”; (c) omit subsections (5) and (6). (5) In section 167K— (a) in subsection (1), omit “(or proposed director)”; (b) omit subsections (2) and (3). (6) In section 167L(1) for “section 167G, 167H or 167I” substitute “section 167G or 167H”.

• (4) For paragraph 8 of Schedule 1 substitute—

(8) Sections 279G to 279M of the Companies Act 2006 (notification of information about secretaries) apply to unregistered companies.

• (5) In paragraph 12A of Schedule 1—

• (a) in sub-paragraph (1) before “790K” insert “790I and”;

• (b) in sub-paragraph (3)―

• (i) for “(company’s duty to investigate and obtain information)” substitute “(company's duty to give notices to persons with significant control)”;

• (ii) in paragraph (a) for “(9)” substitute “(6)”;

• (iii) in paragraph (b) for “(10)” substitute “(7)”;

• (c) after sub-paragraph (3) insert—

(3A) In section 790DA (obtaining information from third parties) omit subsections (7) and (8).

• (d) for sub-paragraph (4) substitute—

(4) In section 790E (company’s duty to find out about changes in PSC information) omit subsections (5) and (6).

• (e) after sub-paragraph (4) insert—

(4A) In section 790EA (company’s duty to find out about persons ceasing to be PSCs) omit subsections (5) and (6).

• (6) For paragraph 12B of Schedule 1 substitute—

(12B) (1) Sections 790LA to 790LD, 790LF, 790LH and 790LJ to 790LT of the Companies Act 2006 (duty to notify registrar of persons with significant control and ID verification) apply to unregistered companies, with the following modifications. (2) Read references to a company as references to an unregistered company. (3) In section 790LA, omit subsections (4) and (5). (4) In section 790LB, after subsection (3) insert— (3A) If a notice under section 790LA(1) includes a statement under subsection (1) or subsection (2)(b), that statement must also include a statement of the individual’s unique identifier. (5) For section 790LC(4) substitute— (4) Nothing in this section requires a company, when delivering the documents required under section 26, to give notice in relation to a person named as a director. (6) Omit section 790LD(4). (7) For section 790LH(4) and (5) substitute— (4) A company is not required to give a notice under this section if— (a) it has delivered a statement of initial significant control stating that there is no person who is a registrable person or a registrable relevant legal entity in relation to the company, and (b) the company has no cause to believe that at any time since delivering that statement any person has become a registrable person or a registrable relevant legal entity in relation to the company. (5) In this section “statement of initial significant control” means the statement referred to in section 26(1)(c) (documents to be sent to the registrar on incorporation). (8) In section 790LJ(1)― (a) omit “790LE,” and “, 790LG”; (b) omit “, or regulations under section 790LI,”. (9) In section 790LK(1)― (a) omit “790LE,” and “, 790LG”; (b) omit “, or regulations under section 790LI,”; (c) omit subsection (5). (10) In section 790LL(5) after “section 1088,” insert “as applied to unregistered companies,”. (11) In section 790LM— (a) for subsection (1) substitute— (1) This section applies where— (a) the registrar is notified under section 790LA that a person has become a registrable person in relation to a company (“the registrable person”), and (b) the notice does not include a statement under section 790LB(1) or it appears to the registrar that the statement is false. (b) in subsection (2), after “(see section 1110A)” insert “, and stating the individual’s unique identifier”. (12) In section 790LN― (a) for subsection (1)(b) substitute— (b) became a registrable person before the day on which section 790LB(1) came fully into force. (b) in subsection (2), after “(see section 1110A)” insert “, and stating the individual’s unique identifier”; (c) in subsection (5) for the definition of “the appointed day” substitute— - “the appointed day” means such day as is appointed in regulations under this section as it applies to registrable persons of companies registered under the Companies Act 2006, except that any reference in those regulations to provisions of company law should be read as references to those provisions as applied to unregistered companies; (d) omit subsection (6). (13) In section 790LQ(2)(a)— (a) omit sub-paragraph (i); (b) in sub-paragraph (ii), omit “, in a case where the person became a registrable person after the incorporation of the company and such a statement was delivered to the registrar”. (14) In section 790LR— (a) in subsection (2)(a)(i) omit “12B(3) or”; (b) in subsection (3)(a)— (i) omit sub-paragraph (i); (ii) in sub-paragraph (ii), omit “, in a case where the entity became a relevant registrable legal entity after the incorporation of the company and such a statement was delivered to the registrar”.

• (7) In paragraph 13 of Schedule 1—

• (a) in sub-paragraph (1) for “853A to 853H and sections 853K and 853L” substitute “853A to 853G and 853L”;

• (b) after sub-paragraph (1) insert—