Procedural Templates to Appoint a Company Director Include Identity Verification Requirements

One of the key reforms to company law being brought in by the Economic Crime & Corporate Transparency Act 2023 (ECCTA) is the requirement for directors, amongst others, to have their identity verified (IDV). Anyone who is already a director and anyone becoming a director for the first time will need to go through an identity check. 

The ECCTA is a landmark legislation designed to give Companies House new and enhanced powers to help disrupt economic crime. 

The process to appoint a company director is usually set out in a company’s articles of association. Once IDV requirements come into force, making sure a prospective candidate’s identity is verified will become an essential part of this process. For new companies, identity verification will take place as part of the incorporation process, but for existing companies, a new director must not act until they have been successfully identity verified. 

Whilst IDV is currently a voluntary process, in anticipation of the mandatory requirement expected to come into force in the Autum, a new parallel set of templates to appoint a director have been created which reference the IDV process. These will replace the existing templates to appoint a director once the provisions become mandatory.

These parallel templates include: 

• board minutes to appoint a new director, 
• long form board minutes to appoint a new director, 
• directors’ written resolution (appointment of new director),
• shareholders’ ordinary resolution (appointment of new director),
• general meeting minutes (appointment of new director), 
• shareholders’ written resolution (appointment of new director),
• letter of recommendation to appoint a new director,
• consent to act director’s confirmation, and
• confirmation of identity letter.