EQ Monthly Bulletin - June 2025

In This Edition:

• Financial Services and Markets Act 2023 - (Private Intermittent Securities & Capital Exchange System Sandbox (PISCES))
• Companies and Limited Liability Partnerships (Annotation) Regulations 2025
• Future UK Digital Reporting
• Protection and Disclosure of Personal Information (Amendment) Regulations 2025
• FRS 101 (Reduced Disclosure Framework)
• UK Stewardship Code
• GC100 and Investor Group
• Register of Overseas Entities (Annotation) Regulations 2025

Financial Services and Markets Act 2023 - (Private Intermittent Securities & Capital Exchange System Sandbox (PISCES)) 

On 15 May 2025, HM Treasury (HMT) laid the Financial Services and Markets Act 2023 (Private Intermittent Securities & Capital Exchange System Sandbox) Regulations 2025 before Parliament.

Thes Regulations create the framework that will enable the FCA to operate the PISCES sandbox to test the new legal framework.  

The Regulations also include provisions on:

• What shares can be traded on a PISCES
• Who can participate in the PISCES Sandbox arrangements
• The circumstances in which a person can claim compensation for untrue or misleading disclosures made by a participating company
• The modification of various legislation for the purposes of the PISCES Sandbox.

These Regulations came into force on 5 June 2025 and the final FCA rules have been published here: PS25/6: Private Intermittent Securities and Capital Exchange System: sandbox arrangements | FCA

eou can access the Regulation here: The Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025

The Explanatory Memorandum is available here: The Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025

Companies and Limited Liability Partnerships (Annotation) Regulations 2025

On 14 May 2025, the Companies and Limited Liability Partnerships (Annotation) Regulations 2025 were laid before parliament.
The Regulations empower the Registrar to annotate the register to reflect that:

• A director / member is subject to disqualification sanctions pursuant to regulations made under the Sanctions and Anti-money Laundering Act 2018
• A person has failed to comply with a notice requiring them to provide particular information to the Registrar
• The Registrar is intending to take, or has taken, steps under Section 1002A of the Companies Act 2006 (power to strike off company registered on false basis) to strike a company’s name off the register.

The Regulations also place a duty on the Registrar to annotate the register where details of a Person with Significant Control (PSC) has been suppressed from public view to safeguard the individual from the risk of violence or intimidation.

The Regulations came into force on 9 June 2025, except for those relating to PSCs, which comes into force at the same time as s790LA of the Companies Act comes into force.

The Regulation is available here: The Companies and Limited Liability Partnerships (Annotation) Regulations 2025

The Explanatory Memorandum is available here: The Companies and Limited Liability Partnerships (Annotation) Regulations 2025

Future UK Digital Reporting

On 15 May 2025, the Financial Reporting Council (FRC) published insights from its discussion paper on Opportunities for Future UK Digital Reporting.

Feedback was received from 29 stakeholders, who supported digital reporting, with key areas of feedback including:

• Recognition of the benefits of regulators, vendors and preparers collaborating on the next phase of digital reporting
• A preference to reduce the complexity and costs of digital reporting for preparers with concerns about cost and proportionality for smaller entities
• The trade-off between meeting UK-specific reporting requirements and maintaining comparability
• Requests for improved guidance and other support materials to help understand and meet any digital specific requirements
  The FRC state that no specific decisions will be taken as a result of the responses, but they will inform ongoing development and technical approaches to digital reporting.

The Insights report can be viewed here: Opportunities for future UK digital reporting

Protection and Disclosure of Personal Information (Amendment) Regulations 2025 

On 14 May 2025, a draft of the Protection and Disclosure of Personal Information (Amendment) Regulations 2025 were published and laid before parliament.

The Regulations:

• Provide for an individual to have their address, day of their date of birth, signature and, in the case of directors, their business occupation protected from public inspection
• Expand the grounds on which an individual can apply to require the Registrar to refrain from disclosing their address to a Credit Reference Agency
• Expand the grounds on which a Person with Significant Control can apply to require the Registrar to refrain from disclosing their address to a Credit Reference Agency 

The Regulations also amend:

• The Overseas Companies Regulations 2009 to remove the requirement for directors to provide a business occupation
• The Community Interest Company Regulations 2005 such that documents which previously required a signature must be authenticated by signature or printed name
• The Companies (Reduction of Share Capital) Order 2008 such that solvency statements must be authenticated by signature or printed name

If approved, the Regulations amending the Overseas Companies Regulations 2009 come into force when section 167J of the Companies Act 2006 comes into force.  The remaining regulations come into force on 21 July 2025 if approved prior to that date, otherwise on the day after the day on which they are approved.

The draft Regulations can be accessed here: The Protection and Disclosure of Personal Information (Amendment) Regulations 2025

The Explanatory Memorandum can be viewed here: The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 - Draft Explanatory Memorandum

FRS 101 (Reduced Disclosure Framework)

On 28 May 2025, the FRC confirmed that it had completed its annual review of FRS 101 (Reduced Disclosure Framework) and made certain amendments following consultation on proposed amendments to the framework in December 2024.

The amendments include:

• Replacing references to IAS1 (Presentation of Financial Statements) with IFRS 18 (Presentation and Disclosures in Financial Statements) – a new standard replacing IAS1 for annual reporting periods beginning on or after 1 January 2027
• Allowing for the application of IFRS19 (Subsidiaries without Public Accountability: Disclosures), which is optional and allows an eligible subsidiary to apply the recognition, measurement and presentation requirements in IFRS Accounting Standards, with a reduced set of disclosure requirements.

The review can be accessed via this link: FRC concludes annual review of FRS 101

UK Stewardship Code

On 3 June 2025, the FRC published the UK Stewardship Code following the consultation process it commenced in 2024.

Changes from the consultation draft include:

• Amendments to the definition of stewardship, aligning it with section 172 of the Companies Act 2006 (Directors Duties)
• Amendments to the proposal on the clearer separation of Policy and Context Disclosure, signatories will only be required to submit this every four years, as opposed to annually as originally proposed
• Confirmation that all information necessary must be included in the Policy and Context Disclosure and to demonstrate application of the Principles within the Activities and Outcomes Report – rather than cross-referencing to publicly available information as originally proposed.

The Code applies from 1 January 2026. To support adoption, 2026 will be considered a transition year during which no existing signatories will be removed from the signatory list following their 2026 application.

The Stewardship Code can be accessed via this link: The UK Stewardship Code 2026

UK Stewardship Code 2026: at a glance.

Read the Guidance introduced to assist applicants reporting to the UK Stewardship Code 2026.

GC100 and Investor Group

On 5 June 2025, the GC100 and Investor Group published a revised version of its Directors’ Remuneration Reporting Guidelines.
Key changes include new guidance on:

• Engagement with shareholders and consideration of shareholder views
• Environmental, social and governance (ESG) measures in variable pay
• Consideration of general workforce pay
• Potential windfall gains in long-term incentive schemes

The Guidance has also been updated to reflect the 2024 UK Corporate Governance Code and comments on the areas where Regulations overlap with requirements of the Code (being significant votes against any resolution, employee consultations, and workforce pay and conditions).

The Guidelines are available on Thomson Reuters Practical Law. 

Register of Overseas Entities (Annotation) Regulations 2025

The Register of Overseas Entities (Annotation) Regulations 2025 were published on 6 June 2025 and were laid before parliament.
The Regulations empower the Registrar to annotate the register to reflect that:

• An overseas entity has been dissolved, wound up or otherwise ceased to exist in its home jurisdiction
• An overseas entity has failed to comply within the timeframe specified by Companies House in a notice issued under section 1092A of the Companies Act 2006 (written notice requiring an overseas entity to provide information under prescribed circumstances)
• Where the verifying agent is found not to be supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2025

The Regulations come into force on 30 June 2025.

The Regulations can be accessed via this link:  The Register of Overseas Entities (Annotation) Regulations 2025

The Explanatory Memorandum can be accessed here:  The Register of Overseas Entities (Annotation) Regulations 2025