New Identity Verification Rules for Authorised Corporate Service Providers (ACSP)
Tom Jones,
23rd April 2025
Legal Services
Verification of Identity at Companies House
New laws are now in place which will affect directors and owners of existing and newly formed UK companies, LLPs, and Limited Partnerships. Under a new requirement following the Economic Crime and Corporate Transparency Act (ECCTA), any person registering a company or making a filing at Companies House must have their identity verified.
While this verification is currently voluntary, from Autumn 2025 (precise date to be confirmed) it will become compulsory for all new directors, members of LLPs and people with significant control. Verification will be made compulsory for all existing directors over the following year.
What Will Directors and Owners of UK Registered Businesses Need to do?
As set out above, verification is currently voluntary but will be made compulsory over the next year for:
Company directors;
People with significant control;
Members and partners of LLPs; and
Anyone making filings.
Any person seeking to verify their identity may do this via:
An Authorised Corporate Service Provider; or
A new digital service with Companies House to verify ID via drivers licence or passport.
The verification is valid for all future filings and will need to be done if there is a change in personal details.
Authorised Corporate Service Providers
On 18 March 2025, Companies House introduced a new service enabling third-party corporate service providers—such as accountants, legal professionals, and company formation agents—to apply for registration as Authorised Corporate Service Providers (ACSPs).
Registered ACSPs will be authorised to file information and conduct identity verification checks on behalf of clients.
This measure is designed to ensure that identity checks performed by a third-party meet the same standards as those conducted by Companies House.
How We Can Help?
Non-compliance will be a criminal offence when the new rules become mandatory. New directors cannot be provided until they are verified.
Dixcart are now registered as an ACSP and can help you meet the requirements set under the ECCTA. As an ACSP, we can assist in the verification process and in relation to filings.
If you have any questions or would like to talk more about the new identity verification requirements, please contact us at: hello@dixcartuk.com.
The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute accounting, legal or tax advice. Professional advice should be obtained before taking or refraining from any action as a result of the contents of this document.
The Law Commission has published its consultation paper examining the Landlord and Tenant Act 1954...
News & Views
Register of Overseas Entities and Its Impact on Property Ownership
Tom Jones,
3rd April 2025
Legal Services
Register of Overseas Entities Background
The Register of Overseas Entities, effective from 1 August 2022 under the Economic Crime (Transparency and Enforcement) Act 2022, requires overseas companies and other non-human entities owning property in the UK to register with Companies House and disclose their beneficial owners or managing officers.
Most of the information given to Companies House about overseas entities, beneficial owners and managing officers, will be publicly available on the Register of Overseas Entities. This is intended to increase transparency, allowing law enforcement agencies to investigate suspicious wealth more effectively.
Changes to Trust Data Access on the Register of Overseas Entities
Over the coming year, there will be changes to the public visibility of data held on the Register of Overseas Entities:
Protection of Trust Data (from 28 February 2025)
Most data relating to Trusts must be provided to the authorities but historically, it has not been publicly visible. However, this will become available on request (see below).
From 28 February 2025, you can apply to protect your Trust data from public availability if you meet the necessary criteria. You can apply to protect your details (or anyone that lives with you) if you are at risk of harm or intimidation if your information is available to the public. You cannot request protection just because you wish to keep information confidential and there must be a genuine risk of violence or intimidation.
Eligible Trust members who may apply for protection include beneficiaries, settlors, grantors, and interested parties.
You can also apply if you have the authority to act on behalf of a Trust member who is a minor (aged 17 and under) or lacks capacity as defined in Section 2 of the Mental Capacity Act 2005 You will need to provide evidence in this case.
Read more about the criteria and how to apply for protection on GOV.UK and you can also request a paper form to apply for protection.
You’ll need to pay £100 per application. This will be refunded if your application is rejected.
Public Access to Trust Data (from 31 August 2025)
Trust data on the Register of Overseas Entities will be available on request from anyone that applies to the Registrar, this provision comes into force 31 August 2025.
Following an application, Companies House may share information that is held on the register with third parties.
Requests must include applicant details and purpose – this must contain applicant’s name, contact details, job title/details, name of the overseas entity and OE number and/or name of the trust.
A legitimate interest test applies for minors or multiple Trusts—only granted for investigations into money laundering, terrorist financing, tax evasion, or sanctions avoidance.
Companies House may impose restrictions on disclosed information – such as restricting the use of the information or further disclosures.
A request may be refused on a number of grounds, including where the disclosure may prejudice an ongoing criminal investigation, it may adversely affect national security or where the Trust is a pension scheme.
Keeping Register Information Updated
Entities must ensure their Trust data is accurate and update it in their annual statement if necessary.
Home Address
You can also apply to Companies House to remove your home address (usual residential address) if it is shown on the register. In order to remove your home address, you need to offer a replacement principal office or service address.
Additional information
If you have any questions and/or would like advice on the UK public register of beneficial ownership of overseas entities, please contact us at: hello@dixcartuk.com.
The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute accounting, legal or tax advice. Professional advice should be obtained before taking or refraining from any action as a result of the contents of this document.
The Law Commission has published its consultation paper examining the Landlord and Tenant Act 1954...
News & Views
Legal Update March 2025
Tom Jones,
10th March 2025
Commercial Property Law
Landlord and Tenant Act 1954: Consultation
Overview
The Law Commission has published its consultation paper examining Part 2 of the Landlord and Tenant Act 1954. It focuses on the renewal of business tenancies, known as Security of Tenure, and evaluates whether it still works as intended and meets the needs of both business tenants and landlords.
Security of Tenure
Under the current law, commercial tenants have the right to renew tenancies when they expire. However, tenants can choose to “contract out” of the right for a lease renewal when they are granted their tenancy.
The landlord has the right to oppose a renewal of the tenancy based on a few limited grounds. These grounds are:
Premises are in disrepair;
Arrears of rent;
Other breaches of covenant;
Suitable alternative accommodation;
Tenancy was created by a sub-letting;
Landlords’ intention to redevelop; and
Landlord’s intention to occupy.
The landlord and tenant can alternatively agree to “contract out” of the Security of Tenure provisions. If this process is followed, when the lease comes to its natural expiry, the tenant will have no automatic right to renew the tenancy. If the tenant wishes to remain at the property, they will have to negotiate a new lease with the landlord.
Consultation
The consultation is looking to consider the pros and cons of the current “contracting-out” model and whether three alternative models could be more beneficial to business tenants and landlords.
No Security of Tenure – The tenant will have no security of tenure and the abolition of security of tenure provisions.
Pros:
This would provide landlords with certainty that the tenancy will expire at the end of the term:
This will give freedom to the landlord to decide what they wish to do with the property after this;
This may reduce the costs and time spent at the end of the term as tenants and landlords, as there is no statutory process to deal with.
Cons:
This will offer a lot less protection for tenants than the current position and the alternatives; and
This will grant the landlord significant strength when it comes to negotiating new terms at the end of the lease.
Opting in – “Contracting in” as opposed to the current position. The default position would be that the tenants do not have Security of Tenure. The landlord and tenant would have to opt in to the provisions so that the tenant does have Security of Tenure.
Pros:
Landlords and tenants would have the flexibility to enter into leases with or without security provisions;
Would remove the requirement to deal with the contracting-out provisions that are currently in force.
Cons:
This will offer less protection for the tenants as they will have to negotiate a lease that opts in to the security provisions.
Mandatory Security for Tenants – Making Security of Tenure compulsory. The landlord and tenant would not be able to agree to contract-out of the provisions.
Pros:
This position will provide tenants with the greatest level of protection and certainty when it comes to entering into a lease. The tenant will have the ultimate decision to remain at the end of the term.
Less negotiation involved on leases because there would be no negotiation over whether there are Security of Tenure provisions.
Cons:
This could weaken the landlord’s negotiating position when it comes to the end of the term.
Landlord’s may look to offer very short term tenancies due to the mandatory Security of Tenure provisions.
Conclusion
While still in the consultation stage, it will be interesting to see how the reform progresses and what impact those reforms may have. It is hard to ignore that the options being considered will have impact on the strength of each parties position when it comes to negotiations between landlords and tenants.
The Caw Commission’s consultation was closed on 19 February 2025. The Government will now consider the consultation and publish a second consultation paper. For more details, you can visit the Law Commission’s page on the consultation here.
If you have any questions and/or would like advice on the above topic, please contact us at: hello@dixcartuk.com, or your usual Dixcart contact.
The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute accounting, legal or tax advice. Professional advice should be obtained before taking or refraining from any action as a result of the contents of this document.
The Register of Overseas Entities requires foreign property owners in the UK to register...
News & Views
Lessons in Property Disputes: A Legal Examination of the £32.5M Mansion Case
Tom Jones,
24th February 2025
Case Study
Iya Patarkatsishvili and Yevhen Hunyak v William Woodward-Fisher
Introduction
Judgement has been handed down in the case of Iya Patarkatsishvili and Yevhen Hunyak (the Claimants) v William Woodward-Fisher (the Defendant) by a judge in the High Court on the 10 February 2025. The case concerned whether there was a misrepresentation in the Defendant’s replies to pre-contract enquiries in the sale of a property for £32,500,000.
Background
The property was substantially renovated by the Defendant during his ownership where he resided prior to the decision to sell the property.
In early 2018, the Defendant’s partner noticed a problem with moths within the house that had damaged expensive clothing.
The Defendant obtained quotes from two companies, one of which they employed for a treatment plan that commenced 5 March 2018. None of the initial treatments were successful.
The company returned and produced a report dated 15 May 2018 that stated the cause of the moths is likely to be an infestation within the natural wall insulation used at the property and that it would not be resolved until this was removed.
Sale of the property was agreed in February 2019 for £32,500,000 to the Claimants. The conveyancing process proceeded as normal with exchange of contracts taking place 7 March 2019 and completion on the 2 May 2019.
The Claimant made numerous visits to the property prior to their offer to purchase and throughout the conveyancing process. They saw no moths during their visit.
Within days of moving in, the claimants noticed numerous moths in the property and commissioned treatment at the property which resulted in a report that recorded a carpet moth infestation. Over the next few months, the Claimants employed several companies to deal with the moths at the property.
In September 2020, the claimants approached a company that advised them that they had carried out treatment at the property prior to their ownership.
The company provided the Claimant copies of the reports that they had shared with the Defendant, dated May and June 2018 in which they had identified the problem with the moth infestation as being the wool insulation in the property.
A claim was issued December 2021.
Summary
The Claimants alleged that the Defendant falsely answered their pre-contract enquiries and concealed a moth infestation of the insulation in the house. This induced the Claimants to buy the property for £32,500,000.
The Claimants sought an order for repayment of the purchase price with interest, damages for losses to which they had incurred in buying the house and trying to remedy the infestation.
There were three replies to the pre-contract enquiries that were found to be false. These were:
The Defendant did not know of any vermin infestation in the house;
Had not received any report on vermin infestation or on the fabric on the property, other than what had already been disclosed by the Defendant; and
That the Defendant did not know of any hidden defect in the property.
The Defendant disputed that any misrepresentations were made and that the Claimants had not relied upon the replies to the pre-contract enquiries. The Defendant argued that the Claimants were barred from recission of the contract due to the fact that they had excessively delayed bringing their claim.
While the Claimants did not have direct knowledge of those replies, their solicitors did. The replies were provided along with a report on title and the Claimants were advised that there were no red flags and it was fine to proceed with the purchase. Therefore, the Claimants did rely upon the replies in buying the house.
The defendant had put forward three defences: delay, affirmation, and impossibility of restitution. The defences were based on the following:
The Defendant contended that Claimants had known of the claim for misrepresentation from June 2020 or earlier and had not elected to rescind until May 2021, therefore causing delay;
By continuing to live in the property and carry out substantial works, improvements and renovations the Claimants had affirmed their purchase;
Restitution was argued to have been impossible based on the fact the Defendant was unable to repay the purchase price as the Claimants had altered the property in such a way that it was not possible for them to give back the thing that he had sold them.
Delay:
The claim was delayed from October 2020 until May 2021, before the Claimants had made the election to rescind. The court considered that this was not sufficient based on the following:
The Claimants had not excessively delayed in bringing their claim;
The length of the delay had no particular consequence adversely or in favour of either party;
It was understandable the Claimants wanted to consider their rights and options before pursuing a claim for misrepresentation;
The Claimants sought advice from numerous experts before making their decisions. Such advice takes time.
Affirmation:
The defence of affirmation, amounts to, the Claimants having been taken to have made an irrevocable choice to treat the contract of sale as remaining in place through their actions or lack there off. The Defendant had argued that by the Claimants continuing to live in the property and carry out works, they had affirmed the transfer of legal title and contract.
Restitution:
The Defendant claimed he was not able to repay the purchase price so the title could not be re-transferred.
However, this was not what the Claimants were seeking; they were not proposing to sell the property back but to return the title with the protection of a lien or equitable charge in favour of the Claimants. This results in the effect of a legal mortgage, that will be redeemed when the Defendant sells the property. Rescission was not barred.
Held
The Claimants were awarded damages, including the stamp duty land tax and other costs paid on the purchase of the house and all costs incurred in seeking to eliminate the infestation.
The Claimants right to repayment will be protected by an equitable lien on the house in the meantime.
The Defendant was held to have known there was or may have been a serious infestation of moths requiring removal of the natural insulation in the house. The Defendant had received and read at least two reports from pest control companies dated 16 May 2018 and 25 June 2018, which informed his wife of the infestation and the need to remove the infested insulation.
The exact costs will be determined at a later hearing.
Practical Considerations / Conclusion
While this was a residential matter, it clearly outlines the importance of disclosure during the purchase and sale of a property, whether it is residential or commercial. A seller should ensure that the information provided in the pre-contract enquiries is clear, accurate, and reflects the position of the property and any potential issues during their ownership.
If unsure of whether something is relevant or must be provided to the buyer, you should raise it directly with your solicitor, however in any event the best course of action is to provide the buyer with all the information so that they can make an informed decision.
The court’s decision to rescind the contract shows the serious repercussions of misrepresentation being found in the conveyancing process.
If you have any questions and/or would like advice in relation to commercial property, please contact Tom Jones or your usual Dixcart contact on: hello@dixcartuk.com.
The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute accounting, legal or tax advice. Professional advice should be obtained before taking or refraining from any action as a result of the contents of this document.
Commercial rent increase in the United Kingdom is critical for maintaining a fair balance between...
News & Views
Understanding Commercial Rent Increase in the UK: What Landlords and Tenants Need to Know
Tom Jones,
22nd January 2025
Commercial Property Law
Commercial rent increase in the United Kingdom is critical for maintaining a fair balance between landlords and tenants, ensuring that rental agreements remain viable and reflective of market conditions. This guide outlines the key principles, legal framework, and practical considerations regarding rent increases in commercial property leases.
Common Types of Rent Review Mechanisms
Fixed rent review:
Provides for a rent to increase by a fixed amount at the rent review date. An example would be an initial rent of £10,000 per annum for the first five years and then increasing to £15,000 per annum.
There could be more than one review depending on the agreement between the Landlord and Tenant and this could involve numerous increases in rent through the term.
Indexed Rent Reviews:
Rent is adjusted in line with an inflation index, such as the Retail Prices Index (RPI), ensuring predictable increases over time. This generally involves multiplying the old rent by the relevant RPI increase since the date of the last review or commencement of the lease.
Open Market Rent Reviews:
Rent is reviewed based on current market rates for similar properties, reflecting changes in demand and supply.
There could be a set minimum rent – an open market rent review could provide for a reduction in rent, so sometimes a lease will provide that the rent cannot go below a certain level (often the rent prior to the review).
Often, on each review date the parties will seek to agree upon a figure that is the equivalent to the open market rent for a similar premises. This is often done through negotiation between the Tenant and Landlord but can be done by way of notices and counter notices for the revised rent.
If agreement cannot be reached, the lease often provides that the parties should appoint an independent valuer who will determine the rent.
An open market rent review is often tied to an upwards only rent review or upwards/downwards rent review.
Upward-Only Rent Reviews:
Common in the UK, these clauses ensure that rent can only increase or remain the same, never decrease, regardless of market conditions.
As mentioned in the above, it can be an Open Market Upwards-Only Rent Review, which would mean rent is determined on the Open Market as above but can only increase the revised rent.
Upwards/Downwards Rent Reviews:
The annual rent will be revised in line with Open Market Rent determined in accordance with the Rent Review clause in the lease.
In this case, the rent will reflect increases or decreases in rental since the start of the lease or the previous rent review.
Turnover Rent Review:
The whole rent may be calculated as a percentage of the tenant’s annual turnover.
More commonly, the tenant pays a minimum base rent (perhaps 80% of the open market rent), plus an additional sum calculated by deducting the base rent from a fixed percentage of the annual turnover.
The tenant pays a much lower base rent, topped up by a higher percentage of the annual turnover.
The tenant pays a base rent which is only topped up if the annual turnover reaches a specified level.
Practical Considerations for Landlords and Tenants
Understanding Lease Provisions:
Both parties should carefully review lease terms to understand the rent review process and obligations.
Engaging Professional Valuers:
Independent valuers can provide expert assessments of market rents to guide negotiations and avoid disputes.
Maintaining Communication:
Transparent communication helps foster amicable agreements and prevents misunderstandings during rent reviews.
Preparing for Dispute Resolution:
In case of disagreement, parties should be prepared to use mediation, arbitration, or legal channels to resolve issues efficiently.
Emerging Trends
Impact of Economic Conditions:
Inflation and economic uncertainty are prompting landlords and tenants to reassess traditional rent review models.
Sustainability Considerations:
Green lease clauses and energy efficiency requirements are influencing rent negotiations and property valuations.
Post-Pandemic Adjustments:
The COVID-19 pandemic has led to greater scrutiny of rent levels and an attempt at forward planning. This has also included, where agreed, the incorporation of pandemic clauses in leases whereby rent can be suspended or reduced.
Conclusion
Understanding commercial rent increase provisions in the UK is essential for landlords and tenants to manage their obligations and rights effectively. By navigating the legal framework, engaging in clear communication, and staying informed about market trends, both parties can ensure fair and sustainable rental agreements that support their long-term interests.
If you have any questions and/or would like advice on the above topic, please contact us at: hello@dixcartuk.com or your usual Dixcart contact.
The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute accounting, legal or tax advice. Professional advice should be obtained before taking or refraining from any action as a result of the contents of this document.
Discover the importance of full disclosure in property transactions, whether commercial or residential...
News & Views
Get Ready for Changes to UK Company Law
Tom Jones,
17th December 2024
Commercial Law
Introduction
The UK’s corporate landscape is set to undergo significant reforms through the phased implementation of the Economic Crime and Corporate Transparency Act (ECCTA). The ECCTA is aimed at enhancing transparency of corporate records and deterring economic crime. These reforms, managed by Companies House, are being rolled out in phases, with full implementation targeted for completion by 2027.
Summary of the ECCTA’s Phased Implementation by Companies House
By Winter 2024 into 2025:
Expedited Striking Off Powers: The Registrar will gain the authority to expedite the removal of companies that are found to have been formed on false pretences.
Register Annotations: The Registrar will be empowered to annotate the register to indicate false or inaccurate information.
Voluntary Identity Verification: Individuals will be given the option to verify their identity voluntarily.
Residential Address Suppression: Companies House will begin assessing applications from individuals who wish to suppress their residential addresses from public disclosure.
By Summer 2025:
Access to Trust Information: Companies House will start providing access, upon request, to certain Trust information held on the Register of Overseas Entities.
By Autumn 2025:
Mandatory Identity Verification: Identity verification will become a compulsory part of the incorporation process for new directors and People with Significant Control (PSCs).
12-Month Transition Phase: All existing directors and PSCs will be required to complete identity verification, linked to their annual confirmation statement filings.
By Spring 2026:
Compulsory Verification for Document Presenters: Verification will be mandatory for individuals presenting documents for filing.
ACSP Registration Requirement: Third-party agents filing on behalf of companies must be registered as an ACSP.
Rejection of Documents by Disqualified Directors: Companies House will reject documents submitted by disqualified directors.
By the End of 2026:
Enhanced Limited Partnership Information: All limited partnerships will need to provide additional information.
End of Transition Period: The 12-month transition period will conclude, and compliance measures will be enforced against those who have not verified their identity.
These changes aim to strengthen corporate transparency and deter economic crime, ensuring that all relevant parties comply with stringent verification and reporting standards by 2027.
The data contained within this document is for general information only. No responsibility can be accepted for inaccuracies. Readers are also advised that the law and practice may change from time to time. This document is provided for information purposes only and does not constitute accounting, legal or tax advice. Professional advice should be obtained before taking or refraining from any action as a result of the contents of this document.
From 1st May 2024, Companies House will be increasing its filing fees for various services as part of its broader initiative to improve the integrity of the UK registry under […]
What is the purpose of the Act and who will it affect? On 26th October 2023 the Economic Crime and Corporate Transparency Act 2023 (ECCTA) passed into UK law, marking […]
September 2023 August 2022 saw the introduction of the Register of Overseas Entities at Companies House in the UK following the Economic Crime (Transparency and Enforcement) Act 2022 (the Act) […]
Let's talk
Let's talk to see how we can make it happen for you and your business.
