In This Edition:
- Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025
- Primary Market Bulletin 58
- HM Treasury
- Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025
- Economic Crime and Corporate Transparency Act 2023 (Commencement No 6 and Transitional Provisions) Regulations 2025
- Primary Market Bulletin 59
- UK Stewardship Code 2026
- Registrar of Companies (Fees) (Amendment) Regulations 2025
- Companies (Directors' Report) (Payment Reporting) Regulations 2025
- Commission Delegated Regulation (EU) 2025/1416
Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025
On 15 October 2025, the Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025 were published.
These regulations make amendments to the FCA’s investigatory powers under the Public Offers and Admissions to Trading Regulations 2024 (POAT), specifically:
- Regulations 2 – relating to the power of the FCA to appoint persons to carry out investigations imposed by or because of the POAT Regulations.
- Regulation 3 – introduces amendments to some primary, assimilated and subordinate legislation
- Regulations 4 and 5 – creates a new regulated activity of operating an electronic system by means of which a qualifying offer is made.
Regulation 2 comes into force 21 days after these regulations were made. The remaining provisions come into force on the revocation of the prospectus regulation by Section 1(1) and Schedule 1 to the Financial Services and Markets Act 2023 come into force.
The Regulations can be accessed here: The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025
The Explanatory Memorandum can be accessed here: The Public Offers and Admissions to Trading (Amendment and Consequential and Transitional Provisions) Regulations 2025
Primary Market Bulletin 58
On 17 October 2025, the FCA published Primary Market Bulletin 58 focusing on updating its Knowledge Base in relation to changes to the prospectus regime, including:
- Information on submitting documents and working with the FCA prior to implementation of the POATs regime
- Consulting on practice notes on Sponsor Services and Guidance on financial history
- Consulting on four new guidance notes relating to takeover exemption, protected forward-looking statements and transferable securities
- Consulting on five technical notes on the new prospectus regime
- Consulting on consequential changes to 30 existing technical notes and seven existing procedural notes to the prospectus and sponsor regimes.
Primary Market Bulletin 58 can be accessed here: Primary Market Bulletin 58 | FCA
HM Treasury
On 21 October 2025, HM Treasury published an update to progress on delivering key actions outlined in its Action Plan, published on 17 March 2025.
The update announces that the government will bring forward legislation on corporate reporting including:
Exempting most medium-sized private companies from the requirement to produce a strategic report
- Exempting wholly owned subsidiaries of a UK parent company from the requirement to produce a strategic report, where they are covered by the UK parent company reporting
- Removing the requirement for any company to produce a directors’ report, removing some provisions and requiring others to be relocated
In early November 2025, the FRC has updated its UK Corporate Governance Code guidance clarifying that the payment of non-executive directors in shares is appropriate.
The government will commission the Investment Association to discontinue its public register tracking shareholder dissent. It has also announced that it intends to expand the scope of its review of non-financial reporting to include remuneration and corporate governance reporting and consideration of how reporting can be modernised, to be launched in 2026.
Alongside this update, the Department for Business and Trade and HM Treasury have published a call for evidence on views on regulations that companies consider not fit for purpose. This call for evidence closes on 16 December 2025.
The Regulatory Action Plan Progress Update can be accessed here: Regulation Action Plan - Progress Update and Next Steps .pdf
DBT Ministerial Statement can be accessed here: Written statements - Written questions, answers and statements - UK Parliament
Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025
On 23 October 2025, the Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025 were published.
The Regulations include a new duty for the Registrar of Companies to annotate the register in certain circumstances, in addition to applying annotation duties to unregistered companies.
Key provisions:
- Where a person’s identity has been verified, the Registrar is required to annotate the company register to reflect that verification (Regulation 2)
- Apply this same obligation to the Registrar for Limited Liability Companies (Regulation 3)
- Remove the requirement for LLP members to provide their nationality and for LLP corporate members to provide a service address (Companies House will implement these requirements at a later date) (Regulation 4)
- Remove the requirement for corporate directors, secretaries and registerable relevant legal entities to provide a service address (Companies House will implement these requirements at a later date) (Regulation 5)
- Provide for the Registrar to annotate the register of unregistered companies where an individual has had their identity verified or where the register is misleading or confusing (Regulation 5)
- Make minor amendments to various other instruments which are consequential on the repeal by ECCTA of certain requirements (Regulations 4 and 6 to 8)
Regulation 3 will come into force at the same time as regulation 17AA of the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (prohibition on director acting unless identity verified) comes into force.
Regulation 5 will come into force immediately after section 790LA of the Companies Act 2006 comes into force.
The remaining regulations will come into force at the same time as section 167A of the Companies Act 2006 comes into force.
The Regulations can be accessed here: The Companies and Limited Liability Partnerships (Annotations, Application and Modification of Company Law and Consequential Amendments) Regulations 2025
Read more about the Economic Crime and Corporate Transparency Act 2023 on our dedicated hub.
Economic Crime and Corporate Transparency Act 2023 (Commencement No 6 and Transitional Provisions) Regulations 2025
On 23 October 2025, the Economic Crime and Corporate Transparency Act 2023 (Commencement No 6 and Transitional Provisions) Regulations 2025 were published, bringing into force certain provisions of ECCTA in addition to making transitional provisions.
The Regulations commence provisions in Part 1 of ECCTA, relating to identity verification.
Part 3 of the Regulations make transitional provisions concerning identification requirements, including the date by which a company must provide an identity verification statement for individuals who became a director prior to 18 November 2025.
Part 4 of the Regulations make transitional provision in relation to the notification of changes concerning directors or secretaries and PSCs to the Registrar of Companies.
The Statutory Instrument can be accessed here: The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025
Read more about the Economic Crime and Corporate Transparency Act 2023 on our dedicated hub.
Primary Market Bulletin 59
On 23 October 2025, the FCA published Primary Market Bulletin 59 which included:
Feedback from a review of issuers’ compliance with the requirements under Article 17.4 of the UK Market Abuse Regulation allowing issuers to delay public disclosure of inside information under certain conditions
- Reminders of obligations under UKLR, DTR and UK MAR applying to listed companies planning to acquire cryptoassets
- Information on a forthcoming consultation to support changes anticipated as a result of the Short Selling Regulations 2025
- A reminder of key changes coming into effect on 3 November 2025 relating to disclosures submitted to the National Storage Mechanism
The Primary Market Bulletin can be accessed here: Primary Market Bulletin 59 | FCA
UK Stewardship Code 2026
On 30 October 2025, the FRC published its final guidance to the UK Stewardship Code 2026, providing non-prescriptive suggestions to assist organisation reporting against the Code, which applies from 1 January 2026.
The Code guidance can be found here: UK Stewardship Code 2026 Guidance
On 11 November 2025, the FRC published a report on preparing for the UK Stewardship Code 2026 which aims to support signatories in preparing to report to the Code by highlighting examples of good reporting.
The report includes guidance on:
- Cross referencing between the Policy and Context Disclosure and the Activities and Outcomes Report
- The Introductory Statement
- Reporting on conflicts of interest
- Engagement reporting
- Reporting on the selection and oversight of external managers
- Reporting on voting in listed equity
- Reporting on stewardship in non-public equity asset classes
- The Service Providers Code
The Code comes into effect from 1 January 2026.
The FRC Report can be accessed here: Preparing for the UK Stewardship Code 2026
Registrar of Companies (Fees) (Amendment) Regulations 2025
On 30 October 2025, the Registrar of Companies (Fees) (Amendment) Regulations 2025 were published and laid before Parliament. This will amend the fees charged by Companies House to recover the cost of increased activities to implement the Economic Crime and Corporate Transparency Act 2023 (ECCTA).
The regulations were made on 28 October 2025 and come into force on 1 February 2026.
The transitional provisions indicate that most of the amendments do not have effect where a document is delivered to the Registrar on or before 31 January 2026 but is registered on or after 1 February 2026.
The Regulations can be accessed here: The Registrar of Companies (Fees) (Amendment) Regulations 2025
The Explanatory Memorandum is available here: The Registrar of Companies (Fees) (Amendment) Regulations 2025
Read more about the Economic Crime and Corporate Transparency Act 2023 on our dedicated hub.
Companies (Directors' Report) (Payment Reporting) Regulations 2025
On 5 November 2025, the Companies (Directors' Report) (Payment Reporting) Regulations 2025 were published following the draft publication in July 2025. No changes have been made to the draft version of the regulations.
The regulations amend the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to require large companies to report information about their payment practices and performance within their directors' reports.
The Regulations come into force on 1 January 2026 for the financial year beginning on or after 1 January 2026.
The statutory instrument can be accessed here: The Companies (Directors’ Report) (Payment Reporting) Regulations 2025
The Explanatory Memorandum can be accessed here: The Companies (Directors’ Report) (Payment Reporting) Regulations 2025
Commission Delegated Regulation (EU) 2025/1416
On 10 November 2025, Commission Delegated Regulation (EU) 2025/1416 amending Delegated Regulation (EU) 2023/2772 as regards the postponement of the date of application of the disclosure requirements for certain undertakings (Quick Fix Regulation) was published in the Official Journal of the European Union and came into force on 13 November 2025.
The Quick Fix Regulation:
- Defers the requirement for first wave companies to report on the anticipated financial effects of certain sustainability-related risks until the 2027 financial year.
- Allows all first wave companies to benefit from the phase-in provisions relating to ESRS E4 (biodiversity and ecosystems), ESRS S2 (workers in the value chain), ESRS S3 (affected communities) and ESRS S4 (consumers and end-users).
- Extends to first wave companies the safeguard provision that allows a company using temporary exemptions for a complete topic standard to report certain summarised information on the topic if it is material.
The Quick Fix Regulation applies retrospectively to financial years beginning on or after 1 January 2025.
The Commission and EFRAG (formerly the European Financial Reporting Advisory Group) are also working on separate legislation to simplify and clarify the ESRS Regulation.
Full text of the Regulation is available here: Commission Delegated Regulation (EU) 2025/1416 of 11 July 2025 amending Delegated Regulation (EU) 2023/2772 as regards the postponement of the date of application of the disclosure requirements for certain undertakings
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