COMPANIES HOUSE BIOMETRIC VERIFICATION - A Guide to What To Do Before Compliance - And How To Mitigate It If You Already Did it.
- NAP - Expert

- Nov 8
- 36 min read

Before we begin, this is not a small issue. It is fundamentally significant. To verify or not, and your changed position if you have done so need full understanding. The choice to have or become a director of a limited company, is now playing by new rules.
Version 1.0
CONTENTS
Understanding What You've Been Asked To Do
The Legal Mechanism Behind the Trap
Why It Matters (The Three-Entity Problem)
SCENARIO A: You Haven't Verified Yet - Your Options
SCENARIO B: You Already Verified - Damage Limitation
Specific Action Plans
Document Templates
FAQs
Legal Principles Reference
1. UNDERSTANDING WHAT YOU'VE BEEN ASKED TO DO
The Companies House Requirement
Companies House now requires verified identity for:
Company directors
People with significant control (PSC - anyone owning >25% shares or having significant influence)
Anyone authorized to file documents on behalf of a company
The Verification Process
The process typically involves:
Creating or accessing your Companies House account
Providing government-issued photo ID (passport or driving licence)
Completing biometric verification (facial recognition matching ID photo)
Linking verified identity to your Companies House account
Your account then connects to all companies where you hold roles
What They Say It's For
Official reasons given:
Prevent fraud and identity theft
Improve transparency of company ownership
Combat money laundering and terrorist financing
Align with international standards (FATF recommendations)
Protect company directors from impersonation
What It Actually Does
Actual technical and legal effects:
Creates permanent biometric link between your physical body and legal person name
Explicitly connects living being (you) to statutory role (director)
Generates apparent evidence of consent to represent legal person
Creates centralized record of all your corporate activities
Makes future challenges to agency/personhood significantly harder
2. THE LEGAL MECHANISM BEHIND THE TRAP
The Three-Entity Framework
To understand why this matters, you must understand there are THREE separate entities involved:
ENTITY 1: YOU (Living Being)
Natural man or woman
Flesh, blood, consciousness
Physical, biological being
Existed before any legal framework
Subject to natural law (harm principle)
ENTITY 2: YOUR NAME (Legal Person)
Statutory creation (Interpretation Act definition)
Legal fiction (like a corporation)
Created by birth registration
Exists only on paper/in legal framework
Subject to statutory law (legislation)
ENTITY 3: COMPANY NAME LTD (Corporate Person)
Statutory creation (Companies Act)
Corporate legal fiction
Created by registration at Companies House
Exists only as legal entity
Subject to company and statutory law
THESE ARE DIFFERENT CATEGORIES OF EXISTENCE
A living being is NOT a legal person any more than a human is a corporation.
The Presumed Chain of Agency
The system operates on PRESUMPTION:
Living Being (you) ↓ [PRESUMED agency - never proven] Legal Person (YOUR NAME) ↓ [documented appointment] Corporate Person (COMPANY NAME LTD)
The second link is documented (director appointment, PSC registration).
The first link is PRESUMED but never proven by contract.
Why The First Link Matters
For statutory obligations to reach you (the living being), there must be a valid agency contract where you agree to represent YOUR NAME (the legal person).
This contract must meet all six essential elements of contract law:
Offer - specific offer to act as agent/representative
Acceptance - your explicit acceptance
Consideration - mutual exchange of value
Bilateral - both parties agreeing
Informed consent - full disclosure of consequences (including personal liability, taxation, jurisdiction)
Voluntary - free from duress, coercion, deception
No such contract exists. It never has.
The Nash v Inman Principle
Nash v Inman [1908] established a critical principle:
When the existence of a contract (including agency) is challenged, the burden of proving the contract exists rests ENTIRELY on the party claiming it exists.
They must prove either:
You ARE the legal person (ontological proof - impossible, category error), OR
You contracted to represent the legal person (produce signed contract - doesn't exist)
Without this proof, statutory jurisdiction over the living being fails.
The Current Gap
Right now, there's a GAP in the proof chain:
Challenge: "I am not [YOUR NAME]. Prove I contracted to represent them."
Their problem: They can't prove:
You ARE the person (category error - natural being ≠ legal fiction)
You contracted to represent the person (no written contract exists)
Under Nash v Inman, burden is on them. They cannot meet it.
This gap is why jurisdictional challenges can work.
How Biometric Verification Closes the Gap
BEFORE verification:
Your role as director is documented
But link between living being (you) and legal person (YOUR NAME) is presumed only
Can be challenged: "Prove I'm that person or prove I contracted"
They can't meet burden
AFTER verification:
Your biometrics (fingerprints, facial recognition) linked to YOUR NAME
YOUR NAME linked to director role
Creates apparent explicit proof of chain: You → YOUR NAME → Director
Appears to be voluntary consent (you "chose" to verify)
Makes challenge much harder: "But you verified your identity"
The verification appears to close the proof gap by:
Creating explicit link between biological you and legal person
Making it appear voluntary/consensual
Generating documented evidence of connection
Occurring in context of seeking corporate role (appears informed)



