Jurisdiction: United Kingdom • Companies House & FSMA are UK-wide • Plain English
This is general legal information, not legal advice.

Investor Due Diligence Checklist (UK)

Companies House filings • PSC & identity verification • registered charges • company records • data room • financial promotion • advance assurance
Quick summary: an investor’s lawyer reads your public record before they read your deck. Most deals stall on filings, unregistered charges and out-of-date people information — not on the pitch.
This page sets out what a UK company is normally asked for, which deadlines are fixed by statute, and which mistakes are expensive to fix once a round is running. It covers accounts and confirmation statements, people with significant control, Companies House identity verification, the 21-day charge registration rule, what belongs in a data room, and the rule that restricts how you may approach investors.
Specialty: UK due diligence readiness — public-record accuracy, security and charges, statutory records, and the boundary between preparing for investment and promoting it.
If you are a founder or director facing an angel, a syndicate, a venture fund or a trade buyer, this page tells you what will be checked and in what order. Jurisdiction: UK-wide. It does not apply to Ireland, the United States, Australia or Canada — an Irish company files with the CRO under Irish company law, not Companies House, and the financial-promotion rules described here are UK rules only.
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Filing gaps
Charges & security
PSC accuracy
Data room
Best for people saying:
  • “An investor has asked for a data room by Friday.”
  • “Our accounts went in late last year.”
  • “Nobody updated the PSC after the last share issue.”
  • “There is a charge on the register I do not recognise.”
  • “Do I need identity verification before I can file?”
  • “Can I email the deck to a list of contacts?”
Start with one paragraph. We’ll ask only what’s needed.

How this guide helps

Three steps — public record first, paperwork second, conversations third.
1) Read your own record first
Pull your company’s filing history, charges and people entries and read them as a stranger would. Everything there is public and permanent.
Example: “Accounts filed four months late in 2024.”
2) Close the gaps that have deadlines
Some items are fixed by statute and cannot be tidied up later — charge registration in particular. Deal with those before anything cosmetic.
Deadlines beat presentation, every time.
3) Build the list, then the room
A readiness checklist tells you what is missing and who owns it. Only then does a data room make sense.
So diligence finds nothing you did not already know.

1. Your Companies House record is read before your deck

Filing history is public, permanent and free to search. It is the cheapest signal an investor has.
  • Accounts deadline. Under the Companies Act 2006, section 442, the period for filing accounts is nine months after the end of the relevant accounting reference period for a private company, and six months for a public company.
  • A long first period is different. Where the first accounting reference period is longer than twelve months, the period runs nine (or six) months from the first anniversary of incorporation, or three months after the end of the accounting reference period — whichever last expires.
  • An extension has a ceiling. The Secretary of State may extend the filing period for a special reason, but an extension can never take the period beyond twelve months after the end of the relevant accounting reference period.
  • Late filing penalties (private company or LLP) are banded: £150 up to one month late, £375 for one to three months, £750 for three to six months, £1,500 for more than six months. For a public company the bands are £750, £1,500, £3,000 and £7,500. Penalties change — check the current figures on GOV.UK before you rely on them.
  • The penalty doubles where accounts are filed late in two successive financial years.
  • Confirmation statement. Every company — including a dormant or non-trading company — must file one at least once every year, and may file it up to 14 days after the review period has ended. It includes a statement that the company’s intended future activities are lawful, a registered email address, and confirmation that directors and people with significant control have verified their identity. The fee is £50 online and £110 by paper (CS01).
  • Not filing it has teeth. Companies House may issue a financial penalty and the company may be struck off the register.

2. People: PSC accuracy and identity verification

This is the section most often left at the incorporation position — and it now blocks filings.
  • Who is a PSC. A person with significant control is usually anyone who holds more than 25% of the shares or voting rights, can appoint or remove a majority of the directors, or otherwise exercises significant influence or control.
  • Changes are on a 14-day clock. Changes to PSC information must be told to Companies House within 14 days of confirming the change. A PSC also has a 14-day period in which to provide their personal code.
  • Ignoring a PSC information notice is a criminal offence. Anyone who does not respond to those notices within one calendar month commits a criminal offence. That is not a filing slip.
  • Identity verification is now a legal requirement. It became mandatory on 18 November 2025 under the Economic Crime and Corporate Transparency Act 2023. Existing directors provide their Companies House personal code as part of the company’s next confirmation statement.
  • Why founders care: a director who has not verified can stall the confirmation statement, and a stalled confirmation statement stalls a round.

3. Registered charges and the 21-day rule

The single most expensive thing founders discover during diligence.
A charge created by a company is registered only if the statement of particulars reaches the registrar within the period allowed for delivery. Under the Companies Act 2006, section 859A, that period is 21 days beginning with the day after the date of creation of the charge, unless the court orders an extended period.
Miss it, and section 859H bites twice. The charge is void, so far as it confers security, against a liquidator, an administrator and a creditor of the company — and the money secured by it immediately becomes payable. A lender who thought it had security has none in an insolvency; a borrower who thought it had a term loan has a debt due now.
Check every charge on the register, including charges given on a refinance or a later facility, and keep the certificate for each one. If a charge is shown as outstanding but the debt was repaid, deal with the satisfaction entry before diligence, not during it.

4. Records and the data room

Statutory records first. Everything else is a convenience.
The records a limited company must keep include details of shareholders and the results of shareholder votes and resolutions; promises for the company to repay loans at a specific date in the future (debentures); promises the company makes for payments if something goes wrong and it is the company’s fault (indemnities); share transactions; and loans or mortgages secured against the company’s assets.
Records must be kept for 6 years from the end of the last company financial year they relate to, and longer in stated cases. Not keeping accounting records can mean a £3,000 fine from HMRC or disqualification as a company director.
Do not empty the HR and customer files into the room. Personal data in a data room engages UK data protection law. Share the minimum an investor actually needs for the question they are asking, redact what is not needed, and keep a note of what was disclosed and to whom. Take specific advice on this if the data set is large or sensitive.

5. Approaching investors: the financial promotion rule

Preparing for investment is not regulated. Inviting people to invest is.
Under the Financial Services and Markets Act 2000, section 21, a person must not, in the course of business, communicate an invitation or inducement to engage in investment activity unless that person is authorised or the content of the communication is approved by an authorised person. Engaging in investment activity includes entering, or offering to enter, into an agreement whose making or performance is a controlled activity.
There are exemptions. One route is a communication to a high net worth individual. That route requires the individual to have completed and signed a statement complying with Part 1 of Schedule 5 to the Financial Promotion Order within the twelve months ending on the day the communication is made, and requires a prescribed risk warning to accompany the communication.
Two practical points. First, the wording of those investor statements changed on 31 January 2024 and changed again on 27 March 2024 — a statement signed on an old form may not do the job. Second, the qualifying figures live in the current form itself: use the current form, do not rely on a threshold you remember. If you are running an open fundraise, take regulatory advice before you send anything to a list.

6. Advance assurance is narrower than founders assume

Useful, but it is not an endorsement and it is not investor-level comfort.
Asking HMRC whether it agrees that an investment would meet the conditions of a venture capital scheme is called advance assurance. It is about the company and the proposed investment. It will not tell you whether an investor would meet the conditions of the scheme, and you will usually need to give details of your potential investors for HMRC to consider the application.
So put it in the data room as what it is — a conditional, company-level view — and never describe it to an investor as approval of their own tax position.

7. Six things that most often go wrong

Each of these is fixable in advance and awkward to fix mid-round.
  • “We’ll tidy the filings during the process.” Late accounts stay on the public record, and the penalty doubles on a second consecutive late year.
  • The unregistered charge. Twenty-one days is short and the consequence is not a fine — it is a void security and a debt that falls due.
  • PSC drift. The entry is left at the incorporation position after a share issue, and nobody notices until the investor’s lawyer does.
  • Unverified directors. Identity verification has been a legal requirement since 18 November 2025; leaving it to the week of completion is a bad plan.
  • Sending the deck to “anyone who might be interested”. That is exactly what section 21 restricts.
  • Treating advance assurance as a stamp of approval. It is conditional and company-level.
This is general legal information, not legal advice.
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The checklist is an internal preparation record. It is not an offer, an invitation to invest or a financial promotion, and it should not be written as one.
Where these rules come from (primary sources)
  • Companies Act 2006, section 442 (accounts filing periods) — legislation.gov.uk
  • Companies Act 2006, sections 859A and 859H (charge registration and the consequence of late delivery) — legislation.gov.uk
  • Confirmation statement, PSC and identity verification guidance — GOV.UK
  • Financial Services and Markets Act 2000, section 21 (restrictions on financial promotion) — legislation.gov.uk
  • Venture capital schemes: advance assurance — GOV.UK
Penalties, fees and form wording change. Check the source page before you rely on a figure.

Long FAQ (UK investor due diligence)

Tap to expand. Written for UK founders and directors in plain English.
1) What do investors actually look at first?
Usually the public record: filing history, charges, directors and people with significant control. It is free, fast and it is the same for everyone, so it is where a lawyer starts.
2) How long do I have to file accounts?
Nine months after the end of the relevant accounting reference period for a private company, six months for a public company (Companies Act 2006, section 442). A long first accounting period follows a different rule.
3) Can I get an extension?
The Secretary of State may extend the period for a special reason, but the extension can never take the filing period beyond twelve months after the end of the relevant accounting reference period.
4) How bad is one late set of accounts?
The penalty is banded by how late the filing is, and it doubles if accounts are filed late in two successive financial years. The bigger cost is usually the diligence question it invites.
5) What happens if a charge was not registered in time?
The charge is void, so far as it confers security, against a liquidator, an administrator and a creditor of the company, and the money it secures immediately becomes payable. Get specific advice quickly — a court order for an extended period is a separate application.
6) Who counts as a person with significant control?
Usually someone holding more than 25% of the shares or voting rights, someone who can appoint or remove a majority of directors, or someone who otherwise exercises significant influence or control.
7) Do directors have to verify their identity?
Yes. Identity verification became a legal requirement on 18 November 2025 under the Economic Crime and Corporate Transparency Act 2023. Existing directors give their Companies House personal code with the company’s next confirmation statement.
8) How long must company records be kept?
Six years from the end of the last company financial year they relate to, and longer in stated cases. Failing to keep accounting records can mean a £3,000 fine from HMRC or disqualification as a director.
9) Can I just email my deck to a list of contacts?
Be careful. Section 21 of the Financial Services and Markets Act 2000 restricts communicating an invitation or inducement to engage in investment activity in the course of business unless you are authorised or the content is approved by an authorised person. Exemptions exist but they have conditions.
10) A contact signed a high net worth statement two years ago. Is that still fine?
No. That route requires a statement signed within the twelve months ending on the day the communication is made, and the statement wording itself changed on 31 January 2024 and again on 27 March 2024. Use the current form.
11) Does advance assurance mean my investors get relief?
No. Advance assurance is HMRC agreeing that an investment would meet the conditions of a venture capital scheme. It will not tell you whether an investor meets the scheme conditions, and you usually have to name potential investors when you apply.
12) Does this page apply to an Irish, US, Australian or Canadian company?
No. These are UK rules. An Irish company files with the CRO under Irish company law, and the financial-promotion regime described here is a UK regime. Take local advice for a company registered elsewhere.
13) Can I speak to a lawyer before the round starts?
Yes, and it is cheaper before than during. Share issues, board minutes, shareholder resolutions and security documents each have their own process — a readiness checklist points at them, it does not replace them.
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This is general legal information, not legal advice.