UK Quoted Company Newsletter Q3 2025
10 October 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 third quarter of 2025.
Corporate Transparency
1. Mandatory identity verification commencement
Companies House confirmed that mandatory identity verification (IDV) for directors, LLP members and persons with significant control of companies (PSCs) will be effective from 18 November 2025 and updated its ECCTA 2023 transition plan accordingly. Companies House also revised its general IDV guidance and specific IDV guidance explaining when mandatory IDV will apply according to an individual's role as a director, LLP member or PSC.
Once a person has verified their identity, Companies House will issue them with a 11-digit code that is personal to the person and not the person's company or LLP. On 1 September 2025, Companies House published guidance about personal codes which is accessible by clicking here.
For more information please see article 1 of AGC 70 (27/8/25) and article 9 of AGC 71 (1/9/25).
2. Changes to local and central company registers
From 18 November 2025, the existing company law requirements for companies to maintain their own registers of directors, directors' residential addresses, secretaries and PSCs will be removed. Instead, companies will be required to file information held in these registers at Companies House.
For more information please see article 2 of AGC 70 (27/8/25) and article 10 of AGC 71 (1/9/25).
3. Register of overseas entities
The Economic Crime (Transparency and Enforcement) Act 2022 established the Register of Overseas Entities (ROE) in August 2022 to enhance transparency regarding the beneficial ownership of overseas entities holding land in the UK.
Companies House issued the Register of Overseas Entities Rules 2025 which specify how documents to be filed at Companies House in connection with the ROE should be delivered and authenticated. The rules were made, and came into force, on 16 September 2025.
Article 11 of AGC 71 (1/9/25).
4. Access to WebFiling moved to GOV.UK One Login
Companies House announced that, from 13 October 2025, its WebFiling service will only be accessible via GOV.UK One Login. From this date, users signing into WebFiling will be redirected to connect their accounts to GOV.UK One Login. Anyone who shares access to a WebFiling account will need to create their own GOV.UK One Login, using a different email address, and will no longer be able to access information in the shared account.
Article 12 of AGC 71 (1/9/25).
5. Extension of ECCTA provisions to LLPs
The draft Limited Liability Partnerships (Application and Modification of Company Law) Regulations 2025 were published and laid before Parliament pursuant to the Economic Crime and Corporate Transparency Act 2023 (ECCTA).
The draft Regulations apply company law provisions to LLPs including those relating to identity verification, prohibitions on the appointment of disqualified directors and the removal of the requirement to keep certain local registers of information relating to directors and PSCs.
For more information please see article 2 of AGC 69 (29/7/25).
6. Digitisation Taskforce published final report
The Digitisation Taskforce published its final report in which it delivered its recommendations for modernising the UK shareholding framework, including a staged approach to removing paper share certificates.
For more information please see article 4 of AGC 69 (29/7/25).
7. Home Office published modern slavery reporting template
The UK, Australian and Canadian governments have legislation in force aimed at combatting modern slavery in supply chains. The UK Home Office published an optional reporting template to serve as a guide and to streamline compliance with overlapping supply chain transparency requirements for companies operating across these countries.
For more information please see article 4 of AGC 70 (27/8/25).
Corporate Reporting
8. FRC published annual review of corporate reporting
The Financial Reporting Council (FRC) published its annual review of corporate reporting for the 2024/25 monitoring cycle. The report provides information that is particularly relevant to preparers and auditors of financial statements, as well as investors.
The top ten issues raised with companies as part of the FRC's monitoring activity in 2024/25 included: (i) impairment of assets; (ii) cash flow statements; (iii) use of financial instruments; (iv) presentation of financial information; (v) revenue; (vi) disclosures in strategic reports and Companies Act 2006 issues; (vii) judgements and estimates; (viii) income taxes; (ix) consolidated financial statements (new entrant for 2024/25); and (x) TCFD, CFD and climate-related narrative reporting.
For the 2025/26 reporting season, companies are encouraged to focus on improving explanations of significant judgements and estimates, including the disclosure of key inputs and assumptions.
For more information please see article 8 of AGC 71 (1/9/25).
9. Payment practices to be reported on in annual reports
The draft Companies (Directors’ Report) (Payment Reporting) Regulations 2025 were published and laid before Parliament, together with an Explanatory Memorandum. When enacted, the Regulations will amend the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (S.I. 2008/410) and introduce new reporting requirements for companies considered 'large' for accounting purposes to report annually, within their directors' reports, on their payment practices and performance with respect to suppliers. For a reminder of the changed financial thresholds used to classify the size of companies, see AGC Update, Issue 60 – Item 7.
For more information please see article 1 of AGC 69 (29/7/25).
10. Government plan to support small and medium sized businesses
The Department for Business and Trade (DBT) published a business plan setting out various proposals to support small and medium sized businesses including, for example, helping with the issue of late payment of business to business invoices. To this end, the DBT also published a consultation requesting views on possible legislative measures to address late invoice payments. The latest consultation proposed various measures, including: (i) increasing board level scrutiny of the payment practices of large companies; (ii) maximum payment terms and dispute deadlines; (iii) additional reporting requirements; and (iv) financial penalties.
For more information please see article 5 of AGC 70 (27/8/25).
11. FRC published annual audit firm inspection results
The FRC published its annual review of audit quality. The report covers the inspection and supervision results of Tier 1 audit firms across the UK Public Interest Entity market.
For more information please see article 9 of AGC 69 (29/7/25).
12. FRC announced initiative to support small UK audit firms
The Financial Reporting Council announced a new initiative to support the development of capability and quality management by small audit firms looking to establish a greater presence in the UK Public Interest Entity audit market. This initiative will introduce a new and more proportionate supervisory approach, designed to enhance audit quality, and reflect the unique needs of smaller firms.
For more information please see article 14 of AGC 71 (1/9/25).
13. FRC published consultation on proposed amendments to FRS 102
The FRC published for consultation its proposed amendments to FRS 102 (The Financial Reporting Standard applicable in the UK and Republic of Ireland) to reflect amendments made to IAS 1 and its replacement with IFRS 18 (Presentation and Disclosure in Financial Statements) for annual reporting periods beginning on or after 1 January 2027.
For more information please see article 10 of AGC 69 (29/7/25).
Rules and Regulation
14. LSE published amended disclosure standards and rules
The London Stock Exchange published amended versions of its Admission and Disclosure Standards and Rules of the London Stock Exchange. The rulebooks were updated to reflect the creation of the Exchange's new Private Securities Market (PSM) - a Private Intermittent Securities and Capital Exchange System (PISCES) established under the PISCES Regulations. The updated rulebooks are now in force.
For more information please see article 1 of AGC 71 (1/9/25).
15. FCA published new Prospectus Rules
The Financial Conduct Authority published Policy Statement 25/9 which sets out its final Prospectus Rules: Admissions to Trading on a Regulated Market (PRMs). The rules represent the last step in creating a reframed prospectus regime. Together with the Public Offers and Admissions to Trading Regulations 2024, which replace the UK Prospectus Regulation and establish a new framework for the offering of securities to the public and the admission of securities to trading in the UK, the FCA's rules create a new regime which seeks to make capital raising more agile.
For more information please see article 3 of AGC 69 (29/7/25) or read our update on this topic.
16. FCA launched new handbook website
The FCA launched its new FCA Handbook website after trialling a beta version. The new Handbook website is intended to offer improved functionality and ease of navigation. To that end, the FCA has published video guides to supplement its User Guides for the new website.
For more information please see article 6 of AGC 71 (1/9/25) and article 7 of AGC 69 (29/7/25).
17. FCA published Primary Market Bulletin 56
The FCA published Primary Market Bulletin 56 which, amongst other things, includes commentary about: (i) optimising data and technology to strengthen detection capabilities in position reporting in relation to major shareholding positions, directors’ dealing and net short positions; (ii) the expiry of certain transitional provisions under the UK Listing Rules; and (iii) enhancing the National Storage Mechanism.
For more information please see article 5 of AGC 69 (29/7/25) or read our briefing on this topic by clicking here (8/4/25).
18. FCA published Primary Market Bulletin 57
The Financial Conduct Authority published Primary Market Bulletin 57 which, amongst other things, includes commentary about: (i) the rules, guidance and related system changes for the National Storage Mechanism (which come into effect on 3 November 2025); and (ii) updates to its forms addressing the delayed disclosure of inside information.
For more information please see article 6 of AGC 69 (29/7/25).
19. FCA published Market Watch 83
The Financial Conduct Authority published Market Watch 83 in which it set out its observations on corporate finance firms’ systems and controls for handling inside information about their corporate clients. These observations will be of interest to those responsible within issuers for disclosure policies and systems and procedures relating to UK MAR generally.
For more information please see article 2 of AGC 71 (1/9/25).
20. Aquis consultation on continuing obligations support service
Aquis Stock Exchange, the junior marketplace designed specifically for growth enterprises, published a consultation on the introduction of a new service - Aquis Support Services – to help companies comply with their continuing obligations under the Aquis Growth Market rulebooks.
For more information please see article 3 of AGC 71 (1/9/25).
21. FCA consultation on rulebook changes
The Financial Conduct Authority published Quarterly Consultation CP25/24 in which it is consulting on various amendments to the FCA Handbook, including share buyback reporting obligations under UKLR 9. A key proposal concerns amending the deadline for notifying the market about share buyback transactions in UKLR 9.6.6R so that it is aligned with the deadline in article 2(3) of the UK Buyback and Stabilisation Regulation.
For more information please see article 4 of AGC 71 (1/9/25).
22. FCA published review of share buybacks
The Financial Conduct Authority published the findings of its review of share buybacks conducted by investment banks on behalf of FTSE 350 companies. Overall, the FCA was satisfied with the outcomes delivered by banks in the sample when carrying out buybacks.
For more information please see article 8 of AGC 70 (27/8/25).
23. LSE published dividend procedure timetable
The London Stock Exchange published its Dividend Procedure Timetable 2026. As in the past, the latest timetable sets out a series of ex-dividend dates, its associated record date, and the corresponding latest announcement date.
For more information please see article 5 of AGC 71 (1/9/25).
24. FCA arrangements for Christmas and New Year 2025/26
The Financial Conduct Authority published details of its approach to reviewing and processing listing applications over the Christmas and New Year period 2025/26. This includes the process for listing hearings.
Article 7 of AGC 71 (1/9/25).
Corporate Governance
25. IoD published guide to AI governance in the boardroom
The Institute of Directors published updated guidance on AI governance in the boardroom, which is intended to help company directors navigate the complex risks that AI presents whilst enabling opportunities within their businesses. The guidance encourages boards to think beyond compliance and focus on the strategic imperative of AI and how robust governance is a crucial enabler to unlock its benefits.
For more information please see article 8 of AGC 69 (29/7/25).
26. ISS published annual voting policy benchmarking survey
Institutional Shareholder Services published a survey seeking views on several issues including multi-class shareholder structures, overboarding, incentives and AI issues.
For more information please see article 12 of AGC 69 (29/7/25).
27. Latest signatories to stewardship code published
The Financial Reporting Council published the list of successful signatories to the UK Stewardship Code following the latest round of applications. The Code now has 299 signatories representing £56 trillion assets under management, including 199 asset managers, 21 service providers and 79 asset owners, two of whom are new additions.
For more information please see article 7 of AGC 70 (27/8/25).
Corporate Cases
28. Acquisitions: warranty and indemnity claims and validity of service
In Learning Curve (NE) Group Ltd v Lewis [2025] EWHC 1889 (Comm), the High Court held that the sellers of a company were liable to the buyer for damages for warranty breaches under a share purchase agreement (SPA), despite a specific indemnity prohibiting the buyer from bringing a breach of warranty claim and defects in the notice of claim and service of proceedings.
For more information please click here (3/10/25) and read article 1.
29. Transfer of LLP property: lack of unanimous consent
In Ross v Phillips [2025] EWHC 2058 (Ch) the High Court held that a declaration to transfer all of the properties of a limited liability partnership (LLP) was invalid as it represented a change in the nature of the business, which required unanimity under the LLP default rules.
For more information please click here (3/10/25) and read article 2.
Corporate Crime
30. Updated guidance on the prosecution of corporate offending
The Crown Prosecution Service and Serious Fraud Office published updated guidance on their common approach to the prosecution of corporate offending. The updated guidance highlights the new legal routes to corporate criminal liability in the UK, following the introduction of the failure to prevent fraud offence and the new test for attributing liability for economic crime offences committed by senior managers under the Economic Crime and Corporate Transparency Act 2023.
For more information please see article 3 of AGC 70 (27/8/25).
31. Government published risk assessment of money laundering
HM Treasury published the National Risk Assessment of Money Laundering and Terrorist Financing 2025, which sets out the UK’s Anti-Money Laundering and Counter-Terrorist Financing frameworks and how the government has responded to previously identified risks.
For more information please see article 11 of AGC 69 (29/7/25).
32. Proposed amendments to money laundering regulations published
HM Treasury published a draft statutory instrument and policy note on proposed amendments to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017. The proposed amendments aim to deliver a more risk-based, proportionate regime that addresses concerns around regulatory loopholes, proportionality, and evolving risks.
For more information please see article 13 of AGC 71 (1/9/25).
Other relevant Ashurst Q3 2025 publications
Corporate
33. Takeovers podcast
Our second podcast on UK public M&A - Takeover Talks: Another One Bites the Dust - features corporate partners, James Fletcher and Harry Thimont, and public M&A adviser, Jade Jack, who discuss recent issues in the public M&A market.
To listen to the podcast please click here (29/5/25).
Competition
34. NSIA annual report
The National Security and Investment Act (NSIA) regime gives the Government the power to review transactions on national security grounds. For further background on the transactions caught by the regime, see our Quickguide.
The UK Government is required to publish an annual report on the operation of the NSIA regime, setting out key statistics and trends. In July 2025 the UK Government released its fourth annual report, our briefing summarising the key issues in the report.
For more information please click on our briefing here (19/9/25).
Dispute Resolution
35. Privilege under English law
The concept of privilege is important because it entitles a party to withhold documents from the other side in the context of litigation, or other adversarial proceedings. It can also be used to deny regulators and enforcement agencies access to documents. Whether or not a document is privileged will always depend on the facts.
Our briefing reviews the main heads of privilege which can be claimed, how privilege can be lost, and how to ensure that communications that are privileged, stay privileged.
For more information please click on our briefing here (3/10/25).
36. A new era for arbitration
The long-anticipated Arbitration Act 2025 (the Act) came into force on 1 August 2025. The changes introduced in the Act are significant and address practical concerns raised by users and practitioners. The Act is intended to reinforce London as a leading global centre for international arbitration.
Our briefing summarises the key reforms in the Act which may significantly impact parties arbitrating in London:
For more information please click on our briefing here (24/7/25).
37. Commercial mediation guide
While traditional forms of dispute resolution such as litigation and arbitration remain popular, commercial parties are increasingly looking to alternative forms of dispute resolution (ADR) to find methods of dispute resolution which better suit their commercial needs and deliver efficient and effective results. Mediation often provides the answer, and our guide looks at the advantages that mediation can offer and the practical issues that must be considered whenever choosing it.
For more information please click on our guide here (19/8/25).
38. Mandate to mediate: compelled alternative dispute resolution
The recent Court of Appeal decision in Churchill v Merthyr Tydfil County Borough Council and changes to the Civil Procedure Rules (CPR) in October 2024 permit judges to compel alternative dispute resolution (ADR). This is a sea change in English practice. Our briefing draws on insights from leading English mediators gained in our Ashurst mediation survey to predict that scepticism about compelled mediation will be overcome, and to explore what works and does not work in ADR.
For more information please click on our briefing here (1/10/25).
