Europe

Introduction The Economic Crime and Corporate Transparency Act 2023 (ECCTA) was introduced to strengthen the UK’s defences against economic crime, to improve corporate transparency and to the enhance the integrity of the Companies House register. Companies House is the UK’s official registrar of companies, and it maintains a public record of key company information including particulars of directors and persons with significant control (PSCs). The provisions of the ECCTA which require company directors, PSCs, and individuals who file information at Companies House to verify their identity, came into force on 18 November 2025.  This eUpdate provides an overview of the new requirements. The New Rules Who must verify their identity Identity verification now applies to: Individual company directors (existing and newly appointed) Persons with Significant Control (PSCs) LLP members Individuals who deliver documents to Companies House, including company secretaries and other “presenters” authorised to submit filings Timing and scope of new requirements New directors and PSCs (from 18 November 2025) New directors must verify their identity before their appointment can be registered at Companies House. New PSCs must verify their identity within 14 days before their PSC details can be added to the PSC register. Companies House will reject filings related to unverified individuals. Existing directors and PSCs (from 18 November 2025) Existing directors will need to submit their Companies House personal code when their company next files its confirmation statement. Anyone who sits on multiple boards will need to do this separately for each company (12-month transition phase). Existing PSCs who are also directors of the same company must provide their personal code twice: once in their capacity as director as part of the confirmation statement, and again in their capacity as PSC within 14 days after the confirmation statement filing. Companies House will introduce a specific service for submitting the PSC verification. Existing PSCs who are not directors must supply their personal code within the first 14 days of their birth month following commencement of the new rules. Verification routes Individuals can complete verification through one of two routes: Direct verification with Companies House free online service Each director will need one of the following identity documents: a biometric passport from any country (UK passports issued after 2006 are biometric); a UK photocard driving licence (full or provisional); a UK biometric residence permit; a UK biometric residence card; or a UK Frontier Worker permit. The individual completing verification will need to photograph their face and show their identity document, allowing the system to check that the two match using electronic likeness-matching technology. If the check is successful, confirmation should be received within minutes. Other options will be offered for those who cannot use the standard digital route, and support is available throughout the process. To use the online service, each director will need a GOV.UK One Login account, which securely stores that individual’s Companies House information, including identity verification. A GOV.UK One account can be created using this link. Alongside one of the above ID documents, each director will need an email address and a way to receive authentication codes (either via a mobile phone number or an authenticator app). Once the account is set up, the system will ask whether the individual has previously verified their identity and will direct the individual to verify either through the GOV.UK app or directly via the website. The process is straightforward and only takes a few minutes to complete. Verification via an Authorised Corporate Service Provider (ACSP) Companies may use an ACSP (for example, a law firm or company secretarial provider authorised by Companies House). Filings submitted through an ACSP must include the ACSP’s unique identifier confirming that checks have been completed. The use of ACSPs is expected to become the primary route for many entities, as filings submitted by unverified individuals will not be accepted unless routed through an ACSP. Practical implications for companies and LLPs With immediate effect from 18 November 2025: Director appointments cannot be filed unless the director has been verified. Individuals submitting filings must be verified, or filings must be made through an ACSP. PSC changes will effectively require verification as part of onboarding. Entities will need to update internal governance processes to track and confirm verification status. Routine filings (e.g., confirmation statements, changes in officers, PSC updates) may require additional internal steps before submission. Consequences of non-compliance Failure to comply may result in: Rejected filings at Companies House. Criminal offences for individuals who fail to verify within the required timeframe. Statutory restrictions on PSCs. Annotations on the public register indicating non-compliance. Individuals who continue to act as directors without having been verified may commit an offence and may be subject to disqualification. Companies may face operational restrictions if filings cannot be accepted due to unverified individuals. Companies House has indicated that initial enforcement will be “proportionate”, but persistent non-compliance is likely to attract sanctions. Recommended next steps Organisations should: Identify all directors, PSCs, LLP members and authorised filers requiring verification. Decide whether to rely on the direct verification route with Companies House or engage an ACSP. Integrate identity verification into onboarding procedures for new directors and PSCs. Communicate obligations and timelines clearly to existing directors and PSCs. Review who is authorised to submit filings on behalf of the entity and ensure their verification status. Ask Dorsey London Please speak to your usual Dorsey London contact for further information.  This eUpdate is intended to provide general guidance on the above topic. It is not comprehensive and it does not constitute legal advice given by this Firm.

Hipgnosis SFH 1 Limited v Barry Manilow & Anr [2025] EWCA Civ 486 The Court of Appeal considered the operation of asymmetric jurisdiction clauses and unanimously rejected the concept of “floating jurisdictions”. Facts and background On March 20, 2020, Hipgnosis entered into a “Music Catalogue Agreement” to purchase Barry Manilow’s music catalogue for an initial payment, along with a further “purchase price” which was dependent on certain revenue targets being met. Mr. Manilow was also obligated to pay royalties, which became a point of dispute when he allegedly withheld some payments, claiming entitlement to additional elements of the purchase price. The Music Catalogue Agreement contained an “asymmetric jurisdiction clause”.  This clause provided (i) that each party would submit to the exclusive jurisdiction of the English courts; but (ii) that Mr. Manilow could nevertheless bring proceedings in respect of certain purchase price claims in Los Angeles, California, and New York. Hipgnosis initiated proceedings in England. Two weeks later, Mr. Manilow issued proceedings in Los Angeles concerning the alleged entitlement to additional purchase price, together with wider claims of fraudulent or negligent misrepresentation.  Mr. Manilow sought a stay of the English proceedings issued by Hipgnosis. Judgment At first instance, the High Court granted the stay, accepting Mr. Manilow’s argument that his election to pursue proceedings in the US, as permitted by the jurisdiction clause, had the effect of crystallising the “floating jurisdiction” in favour of Los Angeles, which displaced the English Court’s jurisdiction over the purchase price claims. The Court of Appeal unanimously overturned the High Court’s decision, and refused to grant a stay of the English proceedings. The Court of Appeal held that: The jurisdiction of the English court is determined at the date of issue of proceedings. It could not be revoked by Mr. Manilow. The court found that the concept that the English court had jurisdiction when the proceedings were issued, but that such jurisdiction was only “floating” and was then lost in favour of California when the option was exercised, was “heretical and contrary to authority”. The asymmetric jurisdiction clause allowing Mr. Manilow to commence proceedings in the US was a limited carve out in relation to certain purchase price claims. The clause could not be construed as revoking the irrevocable submission by Mr. Manilow to the jurisdiction of the English court or otherwise extinguishing in some way the jurisdiction which the English court already had over all the claims when the proceedings were issued. The clause meant that there were parallel overlapping proceedings on foot, but that was a possibility which is inherent in an asymmetric jurisdiction clause drafted in this way. Mr. Manilow’s (i) reliance on the “one stop shop” presumption derived from Fiona Trust & Holding Corp v Privalov [2007] UKHL 40 that when construing a dispute resolution clause, the court should begin from the presumption that the parties are likely to have intended any dispute to be decided by the same tribunal unless the language makes clear that certain matters were to be excluded, and (ii) argument that parties could not have intended the same issue to be litigated in two jurisdictions were misplaced. Whether or not that presumption applies will depend on the express provisions of the relevant clause(s). The risk of irreconcilable judgments could be avoided by the application of the issue estoppel doctrine, a set of legal principles that prevent parties from re-litigating issues that have already been decided in a prior court. Commentary The case highlights the importance of explicit drafting in asymmetric jurisdiction clauses. Parties should carefully consider whether it is really the parties’ intention to allow parallel proceedings, as well as any conditions on a party’s right to bring new claims where proceedings have already been brought against it in another jurisdiction.