Compliance and your facility
A missed Companies House verification is a legal problem first, and it can become a lender problem.
Directors and people with significant control now have to verify their identity with Companies House, and existing directors confirm it on the company's next confirmation statement. Missing it is an offence. For a business with a secured facility, it can also touch the agreement's undertakings and events of default. Whether it does depends on your agreement's wording, so that is where to look.
What changed
Identity verification is now a legal requirement
From 18 November 2025, new directors have to verify their identity to be appointed, existing directors confirm they have verified when the company files its next annual confirmation statement during a 12-month transition, and people with significant control (PSCs) verify within their own dates in the same 12 months (Companies House, rollout announcement). Verification is done through GOV.UK One Login or an authorised agent such as an accountant, and gives each person a Companies House personal code.
- Directors. The personal code goes in the company's next confirmation statement. A director of several companies does this for each one.
- A director who is also a PSC. The code is given separately for each role. As a PSC, it is due within a 14 day period starting the day after the company's confirmation statement date.
- A PSC who isn't a director. The code is due within the first 14 days of their birth month.
Each person's due dates are shown on the Companies House register (when you need to verify).
If it's missed
What Companies House says it can do
Companies House's published approach is plain about the legal position: it is unlawful for a director to act without completing identity verification, the company may also be breaking the law if a director isn't verified, and PSCs who don't verify may be committing an offence (Companies House approach to non-compliance). After a due date is missed it sends a default letter setting out the offence. Its enforcement routes include prosecution, referral to the Insolvency Service and financial penalties, and it lists other powers including annotating the register for public transparency and disqualifying directors.
The confirmation statement carries its own risk. It can be filed up to 14 days after the review period ends. If it isn't filed, the company can be fined up to £5,000 and may be struck off the register (filing your confirmation statement). Since directors now verify through that statement, an unverified director can be what holds it up.
A lender can see the register too. Lenders commonly check Companies House when they onboard a borrower, renew a facility or approve a new drawing. An annotation, an overdue confirmation statement or a strike-off notice is public, so assume your lender may find it before you mention it.
Why it can matter to your lender
Check your facility agreement, in this order
No statute says what a missed verification means under a loan. The facility agreement does, and agreements differ. These are the places to read:
- Compliance with laws. Many agreements include an undertaking to comply with applicable law and to keep the company's corporate status in good order. Check whether yours has one, and whether it is limited to breaches that are material or have a material adverse effect.
- Information undertakings. Check whether the agreement requires you to tell the lender about regulatory action, proceedings or anything that could affect the company's standing, and on what timescale.
- Repeated representations. Some representations, such as compliance with law or no default outstanding, are repeated on each drawing or interest date. Check which of yours repeat, because an unresolved problem can make the next repetition untrue.
- Events of default. Check whether breaching a non-financial undertaking is an event of default, whether there is a grace or remedy period, and whether proceedings towards strike-off or dissolution are listed.
- Cross-default. A default under one agreement can trigger defaults under others. The same point is covered on covenant breach.
If the wording is unclear, ask your solicitor to read it before you raise it with the lender. If a default may already have happened, it tends to land better coming from you, early, with the fix already under way.
What to do now
Close it before it becomes a conversation
- List every director and PSC, for every company in the group. Include companies that give guarantees or security for the facility, not just the borrower.
- Check each person's due dates on the register and get anyone outstanding verified before the next confirmation statement date.
- File the confirmation statement on time. Diarise the review period end, not just the filing day.
- If something has already been missed, fix it with Companies House first, then read the agreement and decide with your adviser whether and how to tell the lender. The annual facility review is a natural point to confirm everything is in order.
Limits of this page
The Companies House requirements above come from its published guidance. What a missed verification means under a facility depends on the wording of your agreement and on the lender. This page describes where to look, not what your agreement says. Established Finance is an introducer, not a lender, and this is information rather than legal advice.
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Adam Parker
Founder of Muswell Rose Consulting Ltd, which trades as Established Finance · former Managing Director of Penny, an invoice finance business, working in mortgages, commercial finance and fintech lending since 2010 (career history).
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Practical questions
Before you get in touch
When do existing directors have to verify their identity?
Existing directors confirm they have verified their identity when the company files its next confirmation statement, during a 12-month transition period that started on 18 November 2025. Companies House estimated that 6 to 7 million people would need to verify by mid-November 2026. A director of more than one company provides their personal code for each company.
Is a missed identity verification an event of default under our facility?
It depends entirely on your agreement. No law makes it a default under a loan. Look at the compliance with laws and information undertakings, the repeated representations, the events of default and any notification duty. If you can't tell from the wording, ask your solicitor before you ask the lender.
What happens if the confirmation statement isn't filed?
Companies House says you can file up to 14 days after the end of the review period, and that if you don't file you can be fined up to £5,000 and the company may be struck off the register.
How long does it take?
It varies by facility, so there isn't one number that fits every case. Some drawdowns against an existing facility complete within a day or two; arranging something new from scratch usually takes longer. We'll give you a realistic timeline once we understand your situation.
What information do I need?
To start, just a description of what’s actually happening in the business. If it progresses, the provider will ask for the usual things: recent accounts, a sense of turnover and trading history, and details of the specific need.