{
  "url": "https://openlegislation.uk/overseas-companies-regulations-2009/regulation-17A",
  "json_url": "https://openlegislation.uk/overseas-companies-regulations-2009/regulation-17A.json",
  "legislation": "uksi/2009/1801",
  "legislation_title": "The Overseas Companies Regulations 2009",
  "legislation_url": "https://openlegislation.uk/overseas-companies-regulations-2009",
  "path": "regulation/17A",
  "kind": "regulation",
  "number": "17A",
  "heading": "Directors: duties relating to ID verification and notification",
  "text": "Sections 167M and 167N of the Companies Act 2006 (directors: duties relating to ID verification and notification) apply to an overseas company that opens a UK establishment, so that they read as follows—\n“Prohibition on director acting unless ID verified\n167M (1) An individual, while in the UK, must not act as a director of a company in respect of the affairs of the company’s UK establishment unless the individual’s identity is verified within the meaning of section 1110A of the Companies Act 2006.\n(2) A company must take all reasonable steps to prevent an individual in the UK from acting as a director of the company in respect of the affairs of the company’s UK establishment if that individual’s identity is not verified within the meaning of section 1110A of the Companies Act 2006.\n(3) A person who contravenes subsection (1) commits an offence.\n(4) If a company contravenes subsection (2) an offence is committed by—\n(a) the company, and\n(b) every officer or agent of the company who knowingly and wilfully authorises or permits the default.\n(5) A person guilty of an offence under this section is liable on summary conviction—\n(a) in England and Wales, to a fine;\n(b) in Scotland and Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.\n(6) The only consequence of contravening subsections (1) and (2) are the offences provided for by this section (so that, for example, a contravention does not in any way affect the validity of an individual’s acts as a director).\nProhibition on acting unless directorship notified\n167N (1) This section applies where—\n(a) an individual has become a director of a company after the company has delivered a return under regulation 4 of the 2009 Regulations, and\n(b) a notice under regulation 13(4) of the 2009 Regulations of the individual having become a director has not been given within the period mentioned in paragraph (6)(a) of that regulation.\n(2) The individual, while in the UK, must not act as a director of the company in respect of the affairs of the company’s UK establishment until notice is given under regulation 13(4) of the 2009 Regulations of that individual becoming a director of the company.\n(3) A person who contravenes subsection (2) commits an offence.\n(4) It is a defence for a person charged with an offence under this section to prove that they reasonably believed that notice had been given under regulation 13(4) of the 2009 Regulations.\n(6) A person guilty of an offence under this section is liable on summary conviction—\n(a) in England and Wales, to a fine;\n(b) in Scotland and Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.\n(7) The only consequence of a contravention of subsection (2) is the offence provided for by this section (so that, for example, a contravention does not in any way affect the validity of an individual's acts as a director).\n(8) In this section, “the 2009 Regulations” means the Overseas Companies Regulations 2009 (S.I. 2009/1801).”.",
  "extent": null,
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Pt. 3A inserted (18.11.2025) by The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 (S.I. 2025/761), regs. 1(3), 4(4) (with regs. 5, 6)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2009/1801/regulation/17A",
    "retrieved_at": "2026-10-29T03:09:25.534787+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}