EQ Monthly Bulletin - July 2025

Digitisation Taskforce

On 15 July 2025, the Digitisation Taskforce published its final report on reforms to the UK’s shareholding framework for companies whose securities are publicly traded.

The Taskforce recommends that a move to a fully intermediated system of shareholding is appropriate for the UK, with a staged process for achievement.

The report sets out three steps, with recommendations in each step as follows:

Step 1 – Removal of paper shares and the establishment of digitised registers. Issuers would no longer be able to issue share certificates, certificates would no longer have any currency and would no longer be required to transact share transfers or sales. It recommends that this takes place on a single implementation date before the end of 2027.

Step 2 – Preparing for a fully intermediated system, recommendations include:

• Comprehensive measures to improve communications between companies and Ultimate Beneficial Owners (UBOs)
• Payments to shareholders to move to an entirely digital basis
• Intermediaries to provide a ‘base line’ service to all shareholders
• Further measures – such as facilitating confirmation that votes have been received and counted, to be implemented

Step 3 – All shares transition into the intermediated securities chain when Step 2 has been implemented.

The Taskforce further recommends that the Government establishes a Technical Group as soon as possible.

Secondary legislation will be required to enact these recommendations.

The Digitisation Taskforce Final Report can be accessed here: Digitisation_Taskforce_Final_Report.pdf

On 15 July 2025, the Government responded to the Digitisation Taskforce Final Report regarding reforms to the UK’s shareholding framework.

The Government supported the recommendations and staged approach to the digitisation of share certificates as set out in the report. Consequently, the Government will:

• Appoint an industry Chair to establish and lead the recommended Technical Group and publish terms of reference and a timeline for publication of its implementation plan
• Legislate to end issuance of paper shares and require companies to replace these with digitised registers, by the end of 2027 at the latest
• Amend relevant legislation to enable shares in UK companies to be held overseas in uncertified form
• Take forward recommendations that require legislation to prepare for a fully intermediated system, aimed for delivery during this Parliament

The full Government response can be accessed here: Government response to Digitisation Taskforce final report - GOV.UK

Source – Practical Law alert – 16 July 2025

On 4 June 2025, the QCA Commission published its Final Report.  The Commission is a group established by the QCA to address specific issues and advocate for companies listed on the Alternative Investment Market (AIM).

The report states that the existing AIM Rules should be reset to ensure they are never more onerous than those on the Main Market and to reassert a risk culture that benefits young, growing companies.

The QCA’s has responded to the London Stock Exchange’s discussion paper “Shaping the Future of AIM”, published on 7 April 2025.  The response was published on 16 July 2025 and can be accessed here: QCA-Response-to-LSE-Shaping-the-future-of-AIM.pdf 

The Final Report can be accessed here: QCA AIM Commission: Final Report – The QCA 

IFRS Foundation

On 23 June 2025, the IFRS Foundation published new guidance to support disclosures by companies on transition to a low carbon economy.

The Guidance builds on the materials developed by the Transition Plan Taskforce in its Disclosure Framework published in October 2023.

The Guidance supports organisations applying the IFRS S2 climate standard that requires companies to provide detail on a transition plan, if it has one.

Listed companies are expected to include some form of transition plan disclosure under the Task Force on Climate Related Financial Disclosures Framework (TCFD) as required by Listing Rule 6.6.6R(8).

The Guidance can be accessed here: Disclosing information about an entity's climate-related transition, including information about transition plans, in accordance with IFRS S2

Consultation on introducing climate-related transition plans.

On 25 June 2025, the Department for Energy Security and Net Zero published its consultation on introducing climate-related transition plans.

The Consultation seeks views on:

• The different elements of designing, disclosing and implementing a transition plan
• The benefits and use cases of transition plans
• Potential routes for implementing transition plan requirements

The Consultation further explores whether to extend the scope of the requirements beyond FTSE 100 companies and financial institutions, although does confirm that small and medium-sized companies would not be in scope.

The Consultation closes on 17 September 2025 and can be found here: Climate-related transition plan requirements - GOV.UK

UK Listing Rules (Amendment) Instrument 2025

On 27 June 2025, the FCA published the UK Listing Rules (Amendment) Instrument 2025, following its consultation in March 2025.

This Statutory Instrument amends UK Listing Rule 11.5.5R as proposed in the March consultation, being the insertion of a requirement on companies to exclude the related party and their associates from voting on the shareholder resolution on a relevant related party transaction.

The Statutory Instrument came into force on 27 June 2025 and can be accessed here: FCA_2025_26

The FCA Handbook notice is available here: Handbook Notice 131

Company Directors (Duties) Bill

On 27 June 2025, the Company Directors (Duties) Bill was published, introduced as a Private Member’s Bill in October 2024.

The Bill proposes amending section 172 of the Companies Act 2006 to require directors to balance their duty to promote the success of the company with duties in respect of the environment and the company’s employees.

Reading of the Bill was adjourned until 12 September 2025.

The Government has confirmed that it will not be able to support the Bill so it is unlikely that it will pass into law. However, we will continue to tract its progress until its final status is confirmed.

The Bill can be accessed here: Company Directors (Duties) Bill

Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025

On 30 June 2025, the Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 were laid before Parliament, broadly extending identity verification requirements to overseas companies, companies authorised to register and unregistered companies, including:

• Amending the Companies (Companies Authorised to Register) Regulations 2009 to apply provisions for the notification and identity verification of directors and persons with significant control
• Amending the Unregistered Companies Regulations 2009 to apply the same identity verification requirements
• Amending the Overseas Companies Regulations 2009 to require an overseas company to confirm that its directors are identity verified when it opens a UK establishment and when it appoints new directors thereafter

The enforcement date of each regulation differs depending on approval of various revised sections of the Companies Act and other Regulations. The specific dates will be noted as these revisions are confirmed.

The Statutory Instrument is available here: The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025

The Explanatory Memorandum can be viewed here: The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025

Public Offers and Admissions to Trading Regulations (POATRs) 2024

On 15 July 2025, the FCA published a policy statement and final rules for the Public Offers and Admissions to Trading Regulations (POATRs) 2024.

The POATRs regime:

• Raises the threshold at which a prospectus is required for further issuances to 75% of existing share capital
• Reduces the period that an IPO prospectus must be available to the public to three working days
• Indicates that there will be further consultation on guidance for working capital statements and complex financial histories
• Specifies the kind of statements that can be protected from forward-looking statements
• Finalises a climate-related disclosure rule
• Removes the listing application process on further issuances of securities in a class that is already listed

The final rules are expected to come into force on 19 January 2026.

The policy statement and final rules can be accessed on the FCA website here: PS25/9: New rules for the public offers and admissions to trading regime | FCA