Ashurst Governance & Compliance Update – Issue 66
03 June 2025
Economic Crime and Corporate Transparency
1. Implementation of ECCTA – latest developments
Companies House given powers to annotate the register
As we have previously reported, a key objective of the Economic Crime and Corporate Transparency Act 2023 (ECCTA) is to improve the accuracy and transparency of information held on the public register at Companies House.
To that end, the Companies and Limited Liability Partnerships (Annotation) Regulations 2025 (SI 2025/573) (Regulations) have been published, together with an Explanatory Memorandum.
The Regulations allow Companies House to annotate the public register if:
- a person has failed to comply with a notice requiring them to provide particular information to Companies House;
- a company is in the process of being struck off the register; or
- a director becomes subject to disqualification sanctions pursuant to regulations made under the Sanctions and Anti-Money Laundering Act 2018.
These provisions come into force on 9 June 2025.
The Regulations also require Companies House to annotate the register if details of a Person with Significant Control (PSC) have been suppressed from public view to safeguard that individual from the risk of violence or intimidation. The commencement date for this provision is yet to be confirmed.
The Regulations also apply, with certain modifications, to LLPs.
New draft regulations permit the suppression of additional information from the register
ECCTA gives Companies House new powers to prevent the abuse of personal information on the Companies House register. Consequently, the draft Protection and Disclosure of Personal Information (Amendment) Regulations 2025 have been published (Draft Regulations), together with a draft Explanatory Memorandum.
The Draft Regulations widen the circumstances in which individuals may apply to Companies House to protect their personal information from being disclosed on the register, including:
permitting individuals to apply to have their address, day of their date of birth, signature and, in the case of directors, their business occupation protected from public inspection; and
expanding the grounds on which individuals (including directors and PSCs) can apply to prevent the disclosure of their address to a credit reference agency.
An application cannot be made in respect of an address that a company must keep on the register, such as the registered office address, unless it appears on the register as an individual's own address (for example, as the director's service address).
The Draft Regulations also amend other miscellaneous aspects of company law including:
- The statement of solvency that directors are required to sign on a reduction of share capital can now also be authenticated by printing the name of the relevant director.
- The existing requirement for directors of overseas companies to provide a business occupation has been removed.
The Draft Regulations are expected to come into force on 21 July 2025 except for the provisions removing the need to specify a business occupation for directors of overseas companies which will come into force on a date to be confirmed.
The Draft Regulations apply to companies and, with some amendments, to LLPs and unregistered companies.
2. SFO publishes updated guidance on corporate co-operation
The UK's Serious Fraud Office has published updated guidance on corporate co-operation and enforcement in relation to corporate criminal offending.
The Guidance seeks to encourage corporates to self-disclose suspected criminal activity and sets out the SFO's expectations in relation to co-operation with its investigations.
Our briefing summarises the key elements of the Guidance and our thoughts on how it will influence the SFO's approach to corporate prosecutions under the SFO Director, Nick Ephgrave.
Headlines include:
Corporates which promptly self-report and co-operate fully with the SFO will be invited to negotiate a Deferred Prosecution Agreement in all but exceptional circumstances.
The SFO does not expect corporates to fully investigate a matter before self-reporting where there is direct evidence of corporate offending.
The degree of co-operation provided during an investigation is a key determinant of whether a corporate will be invited to negotiate a DPA; requirements for such co-operation will differ depending on whether a self-report has been made.
In order to incentivise self-reporting, the Guidance provides much-needed clarity on the SFO's expected process and timescales following receipt of a report.
What does this mean for corporate prosecutions?
In quoted remarks, the Director has stated that for corporates with knowledge of wrongdoing, "the gamble of keeping this to yourself has never been riskier."
There is no doubt that the Guidance reflects the SFO's increasingly assertive approach under Nick Ephgrave, but whether the Guidance will lead to more self-reports remains to be seen.
Corporates should also consider the Guidance in the context of the broader corporate criminal landscape being shaped by ECCTA, notably the new test for attributing criminal conduct of senior managers to corporates (i.e. the 'identification principle') and the new corporate criminal offence of failing to prevent fraud, with the latter coming into force on 1 September 2025.
Narrative and Financial Reporting
3. FRC publishes feedback on digital reporting Discussion Paper
The Financial Reporting Council has published feedback on its Discussion Paper (see AGC Update, Issue 55 – Item 7) on Opportunities for future UK digital reporting.
The Discussion Paper sought feedback on various issues including the scope of digital reporting requirements, assurance of digital reporting, and the relevant taxonomies which might be used.
Respondents supported a collaborative approach to developing the UK's framework, although the technical methodology was generally considered less important than reducing the complexity and cost of producing digital reports. That said, the cost of assuring such reports was seen as potentially problematic, particularly for smaller companies. Many respondents highlighted the need for more guidance.
The FRC does not intend to take any decisions in 2025 as a result of this feedback, although it will inform regulators' policy proposals and the development of the UK Taxonomy Suite.
By way of reminder, earlier this year the FRC issued a beta version of its digital reporting viewer. For background, see AGC Update, Issue 63 – Item 2. The FRC has also published its final report on the associated CODEx project which was focused on the accessibility of structured financial data.
4. FRC announces amendments to FRS 101
Following consultation, the FRC has announced the completion of its annual review of FRS 101 (Reduced Disclosure Framework), and made certain amendments.
By way of reminder, FRS 101 is an optional reduced disclosure framework that is intended to enable more cost-effective financial reporting within groups, particularly those applying IFRS Accounting Standards in their consolidated financial statements.
Amendments relate to developments in IFRS Accounting Standards, notably disclosure exemptions from new requirements of IFRS 18 ‘Presentation and Disclosure in Financial Statements'. It is also confirmed that IFRS 19 'Subsidiaries without Public Accountability: Disclosures' and FRS 101 cannot be applied together.
Corporate Governance
5. FRC updates UK Corporate Governance Code Guidance
The FRC has updated the guidance which accompanies the 2024 UK Corporate Governance Code.
The latest updates, which can be found here, reflect:
- The publication of various registers of accredited board reviewers, included at the end of Section 3.
- The publication by the Department for Science, Innovation and Technology of its Cyber Governance Code of Practice with additions to the guidance being made under 'Cyber Security' at the end of Section 4. For more detail on the Code of Practice, see AGC Update, Issue 65 – Item 1 as well as our latest Governance & Compliance podcast which discusses key themes emerging from it.
Sustainability
6. The EU's Omnibus Package – where are we now?
Following the adoption of the Omnibus Package's 'Stop-the-Clock' Directive ((EU) 2025/794) in April 2025, EU legislators' attention is now focused on the more substantive proposals in the EU Commission's second Directive – the 'Content Directive'.
Members of the EU Parliament have proposed over 500 amendments to the Content Directive with implications for the scope of the Corporate Sustainability Due Diligence Directive 2024/1760 (CS3D) and the Corporate Sustainability Reporting Directive 2022/2464 (CSRD), the scope of due diligence required under CS3D, Transition Plans and the civil liability regime in the CS3D.
There have also been a number of related developments concerning the reporting obligations of 'Wave 1 companies' – ie. those companies already reporting under the CSRD, complaints about the process by which the EU Commission has put together the Omnibus proposals, as well as high-profile calls from politicians to abolish the CS3D.
A detailed update on these developments can be found here.
7. IFRS Foundation publishes ISSB consultation
The IFRS Foundation’s International Sustainability Standards Board (ISSB) has published an Exposure Draft proposing changes to IFRS S2 on climate-related disclosures that itself was published in 2023 (see ISSB publishes first standards on sustainability and climate disclosures).
The proposed changes were voted on by the ISSB in February 2025 in response to feedback from users of S2 and from jurisdictions that have adopted the IFRS sustainability disclosure standards (S1 on sustainability as well as S2) (see AGC Update, Issue 62 – Item 12).
The changes clarify existing reliefs whilst proposing new ones on greenhouse gas (GHG) emissions disclosures. Specifically, the changes:
Provide relief from measuring and disclosing Scope 3, Category 15 GHG emissions associated with derivatives and financial activities relating to investment banking (facilitated emissions) and insurance and reinsurance underwriting (insurance-associated emissions).
Provide relief from the use of the Global Industry Classification Standard (GICS), in some circumstances, in disclosing disaggregated financed emissions information.
Clarify the jurisdictional relief to use a measurement method other than the Greenhouse Gas Protocol for measuring GHG emissions.
Permit the use of jurisdiction-required Global Warming Potential or 'GWP' values that are not from the latest Intergovernmental Panel on Climate Change.
The proposed changes would allow companies that report voluntarily using S2 to choose whether to apply the reliefs. They will also allow jurisdictions that adopt the IFRS sustainability disclosure standards to decide whether or not to adopt the reliefs.
It is not clear currently whether the UK, which is in the process of adopting IFRS S1 and S2, will adopt the reliefs assuming they are incorporated into S2 (see AGC Update, Issue 60 – Item 9). Such clarity should be provided when the government publishes an update on UK Sustainability Disclosure Requirements and Sustainability Reporting Standards.
The Scope 3 relief would allow reporting entities to limit their disclosures on Scope 3, Category 15 emissions to financed emissions (which are defined in S2) and cover emissions attributed to loans and investments made to an investee company or counterparty. To enable users of financial reports to understand the magnitude of the derivatives and financial activities associated with an entity's Scope 3, Category 15 GHG emissions excluded under the proposed relief, entities would also have to disclose the amount of derivatives or other financial activities they have excluded.
Feedback on the Exposure Draft can be submitted until 27 June 2025, following which the ISSB aims to publish a final version of S2 by the end of 2025.
8. Simplification of the EU on Deforestation-Free Products under the spotlight
The scope of the EU's Deforestation-free Products Regulation is currently under evaluation through a public consultation on the European Commission's Delegated Regulation that will amend Annex I of the EUDR with the aim of clarifying various requirements.
In addition, new guidance documents released by the European Commission introduce some elements of simplification in the implementation of the EUDR, especially regarding certain aspects of required due diligence.
For an overview of the latest developments, see our update here. For a reminder of the postponement of the application of the EUDR, see AGC Update, Issue 60 – Item 11 and for more detail, see AGC Update, Issue 45 - Item 4.
Tax
9. Modernising Stamp Duty and SDRT – latest developments
The UK government has recently published an update on its planned modernisation of UK Stamp Duty and Stamp Duty Reserve Tax (SDRT).
By way of background, Stamp Duty is charged on written instruments transferring ownership of UK company shares, whereas SDRT is chargeable on electronic transfers of UK company shares. The current legal framework for Stamp Duty dates back to the 19th Century, whereas SDRT rules were largely crafted at the time of the UK's "big bang" transition to electronic trading of listed shares in the mid-1980s.
Amongst other archaic features, Stamp Duty is technically 'non-assessable' in that HMRC cannot oblige a transferee of UK shares to pay it, although in practice Stamp Duty is usually paid as otherwise the share register of the target UK company cannot lawfully be updated to reflect the change in ownership.
SDRT on the other hand is an assessable duty; the purchaser must pay the applicable SDRT and HMRC can raise an assessment if the purchaser fails to do so. Non-electronic share transfers can fall within the scope of both Stamp Duty and SDRT, necessitating convoluted 'franking' provisions in the legislation whereby the charge to SDRT is cancelled (or repaid) where the correct amount of Stamp Duty is paid in relation to the transaction.
The government plans (see AGC Update, Issue 45 – Item 7) to replace both Stamp Duty and SDRT with a mandatory single tax on securities (STS) which applies to both paper and electronic share transfers. STS will be charged on transfers of shares in UK incorporated companies no matter where they are traded and no matter where the parties involved are based. The government is also considering whether the shares of non-UK companies that have share registers in the UK should be in scope of STS.
STS will be self-assessed via a new online portal unless a transaction takes place on CREST, in which case tax will continue to be collected through CREST as usual. For returns made using the new online portal, a unique transaction reference number (UTRN) will be generated immediately upon submission of the tax return. A registrar will be permitted to update the share register of a company to reflect change in ownership of shares immediately upon receipt of the UTRN, meaning that same-day stamping should be far easier to achieve than is currently the case.
The deadline for payment of STS will be 14 days from the earlier of 'substantial performance' (when the benefits of shares are exercisable by the purchaser) and completion for CREST transactions, and 30 days for paper transactions.
The government intends to introduce the legislative framework for STS, the tax itself, and the new portal for self-assessment, in 2027.
Equity Capital Markets
10. Private capital: Regulations establishing PISCES published
The Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 have been published and laid before Parliament.
By way of reminder, PISCES is a new type of regulated trading platform that allows private companies to trade their securities in a controlled environment and on an intermittent basis. PISCES is billed as a core part of the broader UK capital markets reform agenda. It aims to allow private companies to scale-up and grow and support the pipeline of future IPOs by bridging the gap between private and public markets.
The Regulations establish the legal framework for the PISCES sandbox and, together with FCA rules, which are expected in June 2025, will set the regulatory requirements for PISCES. It is anticipated that share trading events are likely to commence in Autumn 2025.
For an overview of the key features of the PISCES model and the Regulation, see our update here.
For further background on PISCES, see AGC Update, Issue 65 – Item 9, AGC Update, Issue 64 – Item 8 and AGC Update, Issue 59 – Item 14. The Explanatory Memorandum which accompanies the Regulations can be found here.
Other authors: Becky Clissmann, Sustainability Counsel; Shan Shori, Expertise Counsel; Marianna Kennedy, Senior Associate; Vanessa Marrison, Expertise Counsel
