UK Quoted Company Newsletter Q2 2025

Introduction

Welcome to the most recent edition of our UK quoted company newsletter, the aim of which is to collate and highlight relevant legal, regulatory and topical developments that we have written about primarily in the second quarter of 2025.

Corporate Transparency and ECCTA Developments

1. Identity verification

As we have previously reported, the Economic Crime and Corporate Transparency Act 2023 (ECCTA) has introduced identity verification requirements for directors, persons with significant control (PSCs) and anyone filing documents at Companies House. 

It is advisable for directors to verify their identities voluntarily and obtain their unique identification number from Companies House as soon as possible. This will help avoid complications after identity verification becomes compulsory in the Autumn, such as directors being unverified when confirmation statements need to be filed at Companies House.

For more information please see article 1 of AGC 64 (10/4/25).

2. Second ECCTA implementation progress report

The Department for Business & Trade issued its second statutory progress report on the implementation of ECCTA, which summarises the action taken by Companies House to promote the integrity and accuracy of the register and highlights the increased use of financial penalties by Companies House to ensure compliance, an initial focus being on the most serious late filers of confirmation statements. The Report also confirms the timetable for implementing the remaining ECCTA reforms.

For more information please see article 3 of AGC 68 (8/7/25).

3. Annotating the public register at Companies House

A key objective of ECCTA is to improve the accuracy and transparency of information held on the public register at Companies House. 

The Companies and Limited Liability Partnerships (Annotation) Regulations 2025 were published, together with an Explanatory Memorandum. 

The Regulations allow Companies House to annotate the public register and came into force on 9 June 2025.

For more information please see article 1 of AGC 66 (3/6/25).

4. Annotating the register of overseas entities

The government published the Register of Overseas Entities (Annotation) Regulations 2025 and an Explanatory Memorandum (both accessible by clicking here).

With effect from 30 June 2025 the Regulations give Companies House powers to annotate the Register of Overseas Entities, which was introduced in August 2022 to enhance the transparency of beneficial owners of overseas entities holding land in the UK.

For more information please see article 4 of AGC 67 (23/6/25). 

5. Suppressing personal information from the register

ECCTA gives Companies House new powers to prevent the abuse of personal information on the Companies House register. 

The draft Protection and Disclosure of Personal Information (Amendment) Regulations 2025 were published (Draft Regulations), together with a draft Explanatory Memorandum. 

The Regulations widen the circumstances in which individuals may apply to Companies House to protect their personal information from being disclosed on the register.

For more information please see article 1 of AGC 66 (3/6/25). 

6. Statutory registers and other matters

The draft Economic Crime and Corporate Transparency Act 2023 (Consequential, Incidental and Miscellaneous Provisions) Regulations were published, together with an Explanatory Memorandum. 

The Regulations amend company law to reflect that ECCTA requires companies to report the information in certain statutory registers (including the directors', secretary's, and PSC registers) directly to Companies House rather than maintaining these registers at their registered office.

For more information please see article 3 of AGC 68 (8/7/25). 

7. Application of ECCTA to LLPs

The draft Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 were published. 

The Regulations apply certain ECCTA provisions to LLPs, including prohibiting a member from acting for an LLP unless their identity has been verified, and imposing new rules concerning the delivery of identity verification statements for existing LLP members to Companies House.

For more information please see article 3 of AGC 68 (8/7/25).

8. Persons with significant control

The draft Register of People with Significant Control (Amendment) Regulations were published, together with an accompanying Explanatory Memorandum. 

The Regulations require the PSC register to be held centrally at Companies House and there are new enhanced obligations on companies to notify Companies House within 14 days of a change in PSC. The implementation date for the Regulations is to be confirmed.

For more information please see article 3 of AGC 68 (8/7/25).

9. Extending identity verification to overseas companies 

The Companies Authorised to Register, Unregistered Companies and Overseas Companies (Application of Company Law) Regulations 2025 were published, together with an Explanatory Note.

The Regulations extend the identity verification requirements in ECCTA to overseas companies. An overseas company intending to open a UK 'establishment' will need to confirm that its directors are identity verified before it does so and when it subsequently appoints new directors.

For more information please see article 3 of AGC 68 (8/7/25).

10. Changes to accounts filings at Companies House 

Companies House updated its guidance on filing company accounts to indicate that certain reforms for filing annual accounts introduced by ECCTA are expected to come into force on 1 April 2027. These changes will require secondary legislation to be passed, although there are reports that the government considers the filing obligations to be onerous and inconsistent with its aim of reducing red tape.

For more information please see article 3 of AGC 68 (8/7/25). 

11. Guidance on transparency in supply chains

The UK Home Office published updated statutory guidance on how businesses should comply with section 54 of the Modern Slavery Act 2015. By way of reminder, section 54 requires large businesses to publish annual statements detailing their efforts to prevent modern slavery within their operations and supply chains.

For more information please see article 4 of AGC 64 (10/4/25). 

12. SFO's updated guidance on corporate co-operation

On 24 April 2025, the UK's Serious Fraud Office (SFO) published its updated guidance on corporate co-operation and enforcement in relation to corporate criminal offending (the Guidance). 

The Guidance encourages corporates to self-disclose suspected criminal activity and sets out the SFO's expectations in relation to co-operation with its investigation. 

The Ashurst briefing on the Guidance is accessible by clicking on the below link.

For more information please click here (2/5/25).

Corporate Reporting

13. FRC insights on structured digital reporting

The Financial Reporting Council published its annual review of structured digital reporting, highlighting key areas for improvement in how UK listed companies present their digital annual reports in accordance with FCA Handbook requirements.

For more information please see article 3 of AGC 66 (3/6/25). 

14. Guidance on directors' remuneration reporting changes

The Department for Business and Trade published guidance concerning the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025, which aims to streamline directors' remuneration reporting and related requirements by repealing a number of provisions introduced in 2019 to comply with EU law that overlap with existing obligations.

For more information please see article 4 of AGC 65 (30/4/25). 

15. Government research on directors' decision-making

The Department for Business and Trade is conducting research into how directors perceive Section 172(1) of the Companies Act 2006 (the duty to promote the success of the company) and its effect on decision-making and long-term value creation. The purpose of the survey is to build an evidence base to understand the impact of Section 172 and the associated reporting obligation (for large companies) to prepare a Section 172 Statement. It will also inform the government's wide-ranging review of the non-financial reporting framework.

For more information please see article 5 of AGC 65 (30/4/25).

16. GC100 and Investor Group directors' remuneration reporting guidance

The GC100 and Investor Group published an updated version of its guidance on directors' remuneration reporting guidance, which has been revised to reflect evolving best practice and changes introduced by the Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025. 

For more information please see article 3 of AGC 67 (23/6/25). 

17. FRC resources reflecting new reporting thresholds

As we have previously reported, for financial periods beginning on or after 6 April 2025, the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 raised the company size qualification thresholds for micro, small and medium-sized companies and groups, and removed certain reporting requirements for directors' reports. 

To assist stakeholders understand and meet their reporting responsibilities, the Financial Reporting Council has issued several helpful resources which are accessible by clicking on the link below. 

For more information please see article 4 of AGC 64 (10/4/25).

18. Supporting SMEs to understand audit requirements 

As part of its campaign to support small and medium-sized enterprises access audit services, the Financial Reporting Council published the first in its series of supporting materials to help SMEs to engage with the annual audit process. 

The materials are accessible by clicking on the link below and are accompanied by a podcast which discusses the role of audit standards and how they can be applied in a proportionate and scalable way.

For more information please see article 5 of AGC 64 (10/4/25). 

19. FRC amendments to FRS 101

Following consultation, the Financial Reporting Council announced the completion of its annual review of FRS 101 (Reduced Disclosure Framework), the 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.

For more information please see article 4 of AGC 66 (3/6/25). 

Rules and Regulation

20. FCA final rules for new PISCES secondary market 

The Financial Conduct Authority published Policy Statement 25/6: Private Intermittent Securities and Capital Exchange System – Sandbox Arrangements  in which it sets out its final Private Intermittent Securities and Capital Exchange System (PISCES) sandbox rules for platform operators (more detail can be found in our update here).

For more information please see article 5 of AGC 67 (23/6/25).

21. Developing trends in significant transaction announcements 

A central piece of the modernised UK Listing Rules (UKLRs), which came into effect in July 2024, is the revised significant transactions regime. By way of reminder, for significant transactions (25 per cent or above on the class tests), UKLR 7 introduces a new enhanced notification regime in lieu of a ‘class 1’ circular and shareholder vote. This streamlined, disclosure-based approach, which underpins the revised listing architecture, seeks to remove some of the frictions of the former premium listing regime and to create a level playing field with key competitor jurisdictions. The FCA is monitoring UKLR 7 announcements, and it is expected that it will update the market on its findings in due course.

For more information please read our briefing on this topic which is accessible by clicking here (8/4/25).

22. FCA enforcement policy

The FCA published its long-awaited policy statement on market enforcement. By way of reminder, the broad aim of the policy is to help the FCA complete investigations in a shorter time period whilst increasing transparency. 

The policy follows on from CP24/2 and CP24/2: Part 2 which set out, amongst other things, the FCA's controversial "naming and shaming" proposals (which were subsequently dropped in March 2025).

For more information, including key takeaways from the policy statement, see article 2 of AGC 67 (23/6/25).

23. LSE discussion paper on the future of AIM

The London Stock Exchange published a discussion paper – Shaping the Future of AIM - in which it sought market engagement to support the continued development of the market. 

For more information please see article 9 of AGC 64 (10/4/25). 

24. FCA's new 5-year strategy

The Financial Conduct Authority published its new 5-year strategy for 2025 to 2030 in which it stated that it will support sustained economic growth by enabling investment and innovation and ensuring the continued competitiveness of the UK’s world-leading financial services, as well as fight financial crime.

For more information please see article 10 of AGC 64 (10/4/25). 

25. Changes to fund-focused listing rules 

The FCA published the UK Listing Rules (Amendment) Instrument 2025 which makes minor amendments to the UK Listing Rules regarding related party transactions by closed-ended investment funds.

For more information please see article 6 of AGC 68 (8/7/25).

26. FCA's Primary Market Bulletin 55

The FCA published Primary Market Bulletin 55 which focuses on updates to guidance in the FCA's Knowledge Base. This reflects the FCA's phased approach to updating its Knowledge Base following the implementation of the new UK Listing Rules and the revised Listing Regime in July 2024.

For more information please see article 9 of AGC 65 (30/4/25). 

Corporate Governance

27. FRC's updated guidance on the UK Corporate Governance Code 

The FRC updated the guidance which accompanies the 2024 UK Corporate Governance Code. The latest updates, which can be found here, reflect: (i) the publication of various registers of accredited board reviewers; and (ii) the publication of the Government's Cyber Governance Code of Practice.

For more information please see article 5 of AGC 66 (3/6/25).

28. FRC's revised UK Stewardship Code 2026

The Financial Reporting Council published the UK Stewardship Code 2026 together with a feedback statement to the consultation it launched in November 2024.

A summary of the key differences between the 2026 Stewardship Code and the 2020 iteration is accessible by clicking on the link below.

For more information please see article 1 of AGC 67 (23/6/25).

29. Cyber Governance Code of Practice

The Department for Science, Innovation & Technology published a final version of its Cyber Governance Code of Practice which has been created to support boards and directors in governing cyber security risks, particularly in medium-sized and large organisations, setting out critical governance actions for which directors are responsible.

For more information please see article 1 of AGC 65 (30/4/25).

30. IoD to explore the evolving role of non-executives

The Institute of Directors announced the launch of a Commission to explore the evolving role of non-executive directors (NEDs) in the UK. Despite the prevalence of NEDs in both large listed companies and the not-for-profit sector, recent corporate scandals and collapses have raised concerns about their effectiveness. The Commission will report its findings in the Autumn of 2025.

For more information please see article 3 of AGC 65 (30/4/25).

31. Mandatory ethnicity and disability pay gap reporting a step closer

Large employers are familiar with mandatory gender pay gap reporting. As part of its far-reaching package of employment reforms, the government published a consultation paper on introducing mandatory ethnicity and disability pay gap reporting for large employers (those with 250 or more employees) which will be included in the proposed Equality (Race and Disability) Bill.

For more information please see article 2 of AGC 64 (10/4/25). 

ESG

32. Where has the EU's Omnibus got to now?

The Stop-the-Clock Directive ((EU) 2025/794) is currently being implemented into the national law of Member States. The EU Parliament and EU Council have now commenced negotiations on the second of the Omnibus Package directives, namely the Content Directive. 

The Content Directive will make substantive changes to the Corporate Sustainability Due Diligence Directive 2024/1760 (CS3D), the Corporate Sustainability Reporting Directive 2022/2464 (CSRD) and the EU Taxonomy Regulation 2020/852 (Taxonomy Regulation).

For more information please see click here to read our briefing on this topic (3/6/25).

33. Government consults on adopting sustainability reporting standards

The government published a package of three consultations as the first step in developing a UK sustainability reporting framework including consultations on: (i) adopting the International Sustainability Standards Board sustainability reporting standards (IFRS S1 and S2) to create UK Sustainability Reporting Standards (UK SRS); (ii) mandating development and disclosure of Transition Plans; and (iii) an oversight regime for assurance of sustainability-related financial disclosures.

For more information please see article 9 of AGC 68 (8/7/25). 

34. IFRS Foundation consultation

The IFRS Foundation’s International Sustainability Standards Board  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). 

For more information please see article 7 of AGC 66 (3/6/25).

Tax

35. Modernising Stamp Duty and SDRT 

The government published an update on its planned modernisation of UK Stamp Duty and Stamp Duty Reserve Tax (SDRT). The government plans 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. 

For more information please see article 9 of AGC 66 (3/6/25). 

Other relevant Ashurst Q2 2025 publications

Corporate

36. Tech M&A: Bridging UK and US market practice in M&A (29/5/25)

This briefing compares UK and US M&A practice and contains further detail on: (i) M&A transaction documents; (ii) deal certainty; (iii) purchase price mechanisms; (iv) and risk allocation, warranties and indemnities.

For more information please click here.

37. UK Public M&A Update - Q2 2025 (14/7/25)

Our briefing on the UK public M&A market for the second quarter of 2025 features commentary on the following topics: (i) Geopolitical uncertainty drives increased interest from the US; (ii) Competition for assets heating up; and (iii) July Panel publications.

For more information please click on our briefing here. 

Debt Capital Markets

38. Debt Capital Markets Update Q2 2025 (10/7/25)

Our most recent Debt Capital Markets Update features commentary on topical issues including the following: (i) Postponement of Corporate Sustainability Reporting Directive and Corporate Sustainability Due Diligence Directive; (ii) FCA consultation on the new CCI regime; (iii) HM Treasury near-final Order creating new cryptoassets regulated activities; (iv) technical advice on permissible delay of publication of inside information; (v) the UK's new Private Intermittent Securities and Capital Exchange System; and (vi) ESMA report on changes to the format and content of prospectuses.

For more information please click on our briefing here.

International Trade

39. Navigating U.S. tariff measures (7/2/25)

The U.S. administration’s tariff measures have disrupted global businesses, but ongoing policy uncertainty is the main driver of today’s volatile trade environment. With the suspension of the expansive ‘reciprocal’ tariff regime set to expire in early July and President Trump renewing announcements for potential new measures, global markets remain on edge. Countermeasures and significant commercial consequences are becoming more likely, while emerging bilateral deals could reshape market conditions. The rapidly shifting trade landscape is making it harder for businesses to manage cross-border operations.

Our international trade and disputes teams explored the key legal and commercial impacts of these developments and shared practical strategies for mitigating risk. A summary of the main insights and recommendations is accessible by clicking here and a full webinar recording is available here.