The Companies and Limited Liabilities Partnerships Regulations 2024 aim to protect the residential addresses of individuals, especially directors, and will apply similar rules to Limited Liability Partnerships. Companies House will gain more authority to review and manage information, including sharing it with law enforcement, starting on 27 January 2025. The FRC reviewed climate-related financial disclosures from AIM-listed and large private companies, noting that while governance on climate risks is reported, clarity is missing in identifying climate-related opportunities.
Companies House has updated its Transition Plan related to the Economic Crime and Corporate Transparency Act, with important actions planned for 2025. Two regulations on identity verification and unique identifiers will take effect on 25 March 2025. Additionally, the FCA's Consultation Paper CP25/2 aims to simplify capital-raising for companies, with the consultation closing in March 2025. The UK Government also plans to issue a Draft Cyber Governance Code of Practice in early 2025 to evaluate its impact and future needs.
Read on for more in depth information on all the updates this month.
In This Edition:
Companies and Limited Liabilities Partnerships
The Companies and Limited Liabilities Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 were published on legislation.gov.uk with an explanatory memorandum. The Regulations amend the existing regime for the protection of an individual’s usual residential address set out in the Companies (Disclosure of Address) Regulations 2009.
Key provisions:
- Protection of Usual Residential Address – the Regulations expand the circumstances under which individuals, such as directors or persons with significant control, can apply to make their usual residential address available for public inspection. This includes situations where the address appears in documents like annual returns filed with Companies House.
- Application to LLPs – The Regulations apply modified provisions to LLPs, ensuring that the framework for address protection and information disclosure aligns with that for companies. This ensures consistency across different types of business entities.
- Registrar’s powers – Companies House is granted enhanced powers to query, remove, or reject information submitted to it. It can also share information proactively with law enforcement agencies where there is evidence of anomalous filings or suspicious behaviour.
- Identity verification – the Regulations introduce identity verification requirements for company directors, persons with significant control and members of LLPs. This measure aims to prevent the abuse of corporate structures for illicit activities.
The regulations came into force on 27 January 2025.
The Regulations can be accessed via this link: The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024
The explanatory memorandum is available here: The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024
FRC Updates – Climate related financial disclosures
The FRC has published a thematic review of climate-related financial disclosures by AIM-listed and large private companies, following the first cycle of mandatory reporting.
Key findings:
- Governance disclosures – most companies provided information on their governance arrangements concerning climate related risks and opportunities. However, these disclosures were often unstructured and dispersed throughout the annual report without specific cross-references.
- Risk management – companies generally explained their processes for managing climate-related risks and how these integrate with overall risk management. Some failed to detail how they identified climate-related risks and opportunities, with many focusing solely on risks and omitting potential opportunities.
- Quality and consistency – the FRC observed significant variation in the quality of disclosures noting that while efforts were made to comply, many lacked clarity and depth.
The review offers examples of good practice and highlights areas for improvement, encouraging companies to provide more structured, coherent, and comprehensive disclosures.
The full document can be accessed via this link: Climate-related Financial Disclosures by AIM and Large Private Companies
Companies House Updates
Companies House has published an updated Transition Plan for reforms in connection with the Economic Crime and Corporate Transparency Act (ECCTA), including two key implementation dates:
- 25 February 2025 – Companies House should be able to expediate striking off companies where the registrar has concluded the company has been formed for a false basis and carry out checks on Authorised Corporate Service Providers.
- 25 March 2025 – Companies House should be able to allow individuals to voluntarily verify their identity.
The updated Transition Plan can be accessed here: Economic Crime and Corporate Transparency Act: outline transition plan for Companies House - GOV.UK
Registrar Regulations
Two statutory instruments were published on 23 January 2025 – the Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025 and the Unique Identifiers (Application of Company Law) Regulations 2025.
Registrar (Identify Verification and Authorised Corporate Service Providers) Regulations 2025
These regulations establish identify verification processes for individuals involved in company formation and management, including directors and persons with significant control. They also define the role and requirements for Authorised Corporate Service Providers (ACSP). The regulations outline the procedures for identity verification, the criteria for becoming an ACSP and the responsibilities of ACSPs in maintaining accurate records.
Implementation is scheduled for 25 March 2025.
The Regulations can be accessed via this link: The Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025
Explanatory memorandum: The Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025
Unique Identifiers (Application of Company Law) Regulations 2025
These regulations introduce unique identifiers for individuals and entities on the Companies House register to prevent the use of multiple identities and ensure the traceability of company activities. They specify how these unique identifiers will be assigned, maintained, and applied within the framework of existing company law.
These regulations will come into force when section 68 of the ECCTA comes fully into force.
The Regulations can be accessed via this link: The Unique Identifiers (Application of Company Law) Regulations 2025
Explanatory memorandum: The Unique Identifiers (Application of Company Law) Regulations 2025
FCA updates
The FCA has published its Consultation Paper CP25/2, proposing significant amendments aimed at simplifying and enhancing the capital-raising process for companies.
Key proposals:
- Simplification of disclosure requirements for low-denomination bonds by aligning disclosure requirements with those of higher denomination bonds.
- Streamlining the listing application process for further issuances by introducing a more efficient process.
- Removal of listings particulars requirements, eliminating the obligation to publish listing particulars in certain circumstances.
- Make consequential changes to its Handbook, including transitional provisions.
The consultation closes on 14 March 2025.
The FCA aims to finalise the rules and publish a policy statement in summer 2025.
The consultation paper can be accessed via this link: CP25/2: Further changes to the public offers and admissions to trading regime and the UK Listing Rules | FCA
UK Government Updates
The UK Government has released its response to the call for views on the Draft Cyber Governance Code of Practice, led by the Department for Science, Innovation and Technology (DSIT) in collaboration with the National Cyber Security Centre (NCSC).
Key highlights:
- Publication of the Code – The government plans to publish the Cyber Governance Code of Practice as a voluntary tool in early 2025.
- Monitoring and evaluation – The DSIT will monitor the adoption of the Code and assess its effectiveness in improving cyber risk governance.
- Support for implementation – DSIT and the NCSC will develop materials to assist organisations in implementing the Code in collaboration with industry stakeholders.
- Alignment with other initiatives – efforts will be made to clarify how the Code aligns with other government policies, standards, guidance and resources.
The government has emphasised that while the Code will initially be voluntary, it will closely monitor its adoption and effectiveness. Depending on the outcomes, there may be considerations for introducing mandatory measures to ensure robust cyber risk governance.
The response can be viewed here: Government response to the call for views on cyber governance - GOV.UK
We're introducing a new Q&A piece as part of our monthly Bulletin. Each month, we'll consider a topical industry change or theme with one of our EQ Experts.
Cyber Governance Code of Practice – Q&A
Are You Registered For EQ Bulletin?
We work with experts from across EQ to bring you a summary each month of what is happening within the financial services industry that impacts the share registration and employee share plans space. Register below to receive our monthly update.