In This Edition:
- Companies House - Economic Crime and Corporate Transparency Act Updates
- FCA - Private Intermittent Securities and Capital Exchange System (PISCES) Approval Notice (PAN)
- HM Treasury – updates to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
- FCA Consultation Paper CP25/24 – Quarterly Consultation No. 49
Companies House - Economic Crime and Corporate Transparency Act Updates
On 8 August 2025, Companies House announced that reforms introduced by the Economic Crime and Corporate Transparency Act (ECCTA), that remove the requirement for companies to maintain their own registers, will take effect from 18 November 2025.
From 18 November 2025, there will no longer be a requirement for companies to hold registers of:
- directors
- directors’ residential addresses
- secretaries
- people with significant control (PSCs)
This information is still required by Companies House where it will be held centrally.
Further information is available on the Companies House website: Changes to company registers - Changes to UK company law
ECCTA - Corporate Prosecution Guidance
On 18 August 2025, the Serious Fraud Office and the Crown Prosecution Service published updated joint prosecution guidance setting out the approach of the Director of Public Prosecutions on the prosecution of corporate offending in England and Wales.
The updated guidance reflects the changes to corporate criminal liability brought about by the ECCTA, including:
- s196 of ECCTA – where criminal liability may be attributed to a body corporate or partnership for economic crime (offences listed in Schedule 12 of ECCTA) where the offence is committed on or after 26 December 2023
- s199 of ECCTA – which creates the offence of corporate failure to prevent fraud by persons associated with a relevant body
The updated joint prosecution guidance can be found here: Joint SFO-CPS Corporate Prosecution Guidance - GOV.UK
Companies House Personal Code Update
On 2 September 2025, Companies House published guidance on the 11-digit personal code given to an individual when they have verified their identity as part of the identify verification process to meet the requirements of ECCTA.
An individual’s personal code will be available on their Companies House account (if they have verified their own identity) or sent via e mail (if identity has been verified via an Authorised Corporate Services Provider). Current directors will be required to provide their personal code in the company’s next confirmation statement filing from 18 November 2025.
Persons with Significant Control (PSCs) will have a 14-day period to provide their personal code and Companies House has confirmed that there will be an online service to do this by 18 November 2025. The beginning of that 14-day period will depend on whether the person was registered as a PSC before 18 November 2025 and whether they are also a director of a company.
The Personal Code Guidance is available here: Companies House personal codes for identity verification - GOV.UK
Joint Committee on Statutory Instruments
On 12 September 2025, the Joint Committee on Statutory Instruments published its reporting that includes clarification on implementation of the Economic Crime and Corporate Transparency Act 2023 (ECCTA).
The Committee requested clarification from the Department for Business and Trade on how certain provisions of the Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations (Regulations) and the ECCTA would come into force.
The Department for Business and Trade confirmed that it intends to commence section 167M of the Companies Act 2006 (prohibition on director acting unless identity verified) at the same time as section 59 (confirmation statements) and schedule 2 (abolition of certain local registers), this enacts elements of both ECCTA and the Regulations.
The Joint Committee Report can be accessed here: Thirty-fourth Report of Session 2024-25
FCA - Private Intermittent Securities and Capital Exchange System (PISCES) Approval Notice (PAN)
On 26 August 2025, the FCA published its first Private Intermittent Securities and Capital Exchange System (PISCES) Approval Notice (PAN) approving the LSE to operate a PISCES as a sandbox entrant.
Following publication of the PAN, the LSE published market notice N09/25 and two draft rulebooks for the Private Securities Market and amended versions of both the Rules of the London Stock Exchange and the Admission and Disclosure Standards.
The final rulebooks will be published and come into effect on the launch of the Private Securities Market in due course.
Further information can be found here: London Stock Exchange’s new Private Securities Market receives PISCES Approval Notice by the FCA | LSEG
On the topic of PISCES, watch our informative webinar with Tom McCulloch, Relationship Director, Corporate Dealing and Steve Banfield, ACG, Business Development Director.
HM Treasury – updates to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017
On 2 September 2025, HM Treasury published a draft statutory instrument and policy note on amendments to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, accompanied by a technical consultation.
Feedback is invited on the practical operability, clarity and effectiveness of the provisions in the draft statutory instrument, including:
- Enhanced due diligence on complex transactions and high-risk third countries
- Customer onboarding in bank insolvency scenarios
- Registration and change of control for crypto asset service providers
The consultation closes on 30 September 2025, the final statutory instrument is expected at the beginning of 2026.
The draft statutory instrument is available here: The Money Laundering and Terrorist Financing (Amendment and Miscellaneous Provision) Regulations 2025
The policy note is available here: The draft Money Laundering and Terrorist Financing (Amendment and Miscellaneous Provision) Regulations 2025
FCA Consultation Paper CP25/24 – Quarterly Consultation No. 49
On 10 September 2025, the FCA published its quarterly consultation paper 49, including proposals for changes and requests for feedback on the obligations for issuers to notify purchase of own securities under UK Listing Rule 9 (UKLR 9).
The FCA proposes an amendment to UKLR 9.6.6 R to require notification to be given by the end of the seventh daily market session following the date of the share purchase (as opposed to “as soon as possible…. No later than 7.30am on the business day following the calendar day in which the purchase occurred”).
The consultation paper also invites feedback on the notification requirements under UKLR 9.6.6 R.
The consultation closes on 15 October 2025.
The FCA quarterly consultation paper 49 can be accessed here: CP25/24: Quarterly Consultation
For further information, you can view our article here: FCA Consultation Paper CP25/24 – Quarterly Consultation No. 49
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