This week:
- Legislation is finalised to introduce ID verification requirements for LLPs
- Other items this week
Legislation finalised to introduce ID verification requirements for LLPs
Regulations have been made to extend the new identity verification (IDV) regime under the Economic Crime and Corporate Transparency Act 2023 to limited liability partnerships (LLPs). The regulations follow a draft published earlier in the year and are substantially unchanged.
From 18 November 2025, new requirements come into effect under which individuals who are directors of UK (and certain non-UK) companies, members of UK LLPs and/or persons with significant control (PSCs) of UK companies or UK LLPs must verify their identity.
An individual who has not completed IDV will not be permitted to act as a member of an LLP. If they do so, both they and the LLP will commit a criminal offence, as will any other member of the LLP who is "in default".
Since April, individuals have been able to verify their identity on a voluntary basis, either directly with Companies House or indirectly through an authorised corporate service provider (ACSP), in preparation for the new requirements.
An existing LLP member who is an individual will need to verify their identity before the date of the LLP's first confirmation statement due after 18 November 2025 (mirroring the position for company directors).
The new IDV requirements apply only to LLP members who are individuals. However, the Government has previously signalled its intention to implement a prohibition on corporate LLP members, with exceptions. We await the detail of this and the extent to which it will intersect with IDV.
The Regulations beg the question what is meant by "acting as a member" of an LLP. We can assume this means that an individual cannot represent the LLP in discussions with third parties or bind it to legal commitments. What is less certain is whether they could participate in internal management decisions (akin to a director) or vote on fundamental matters or receive profits (akin to a shareholder).
An individual who becomes a PSC of an LLP after 18 November 2025 will need to complete IDV within 14 days of being required to do so by Companies House. Existing individual PSCs of an LLP will need to complete IDV by a specific date linked to their month of birth or the LLP of which they are a member. In each case, failure to do so will be a criminal offence. This mirrors the position for companies.
Access the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2025
Other items this week
- The London Stock Exchange has published its dividend procedure
timetable for 2026. The timetable sets out a series of ex-dividend
dates with their corresponding record dates and the dates on which
a listed company or AIM company is to announce the dividend. It
also sets out certain content requirements for the company's
dividend announcements. Companies that adhere to the timetable do
not need to notify the Exchange of their programme in advance.
However, dividends that fall outside the parameters set out in the
timetable must be discussed and agreed in advance with the
Exchange.
Access the London Stock Exchange's Dividend Procedure Timetable for 2026 (PDF)
- The London Stock Exchange has published updated versions of its
Admission and Disclosure Standards and the Rules of the London
Stock Exchange. The documents have been amended to reflect the
Exchange's new Private Securities Market (PSM), the first
platform to launch within the new PISCES sandbox. The Exchange is
still considering responses to its draft rulebook for the PSM and
will provide an update in due course.
Access the updated London Stock Exchange Admission and Disclosure Standards (PDF)
Access the updated Rules of the London Stock Exchange (PDF)
- The High Court has held that, for the purpose of serving legal
proceedings, the rights of a third party in a share sale and
purchase agreement (SPA), which applied by virtue of the Contracts
(Rights of Third Parties) Act 1999 (the Act), were subject to the
exclusive jurisdiction clause in the SPA.
The judge noted that, normally, both the claimant and the defendant would be parties to a jurisdiction clause. However, the court found that there is no need for a claimant to be a party, provided its claim falls within the clause. Moreover, section 1(4) of the Act states that a third party has no right to enforce a contractual term other than "in accordance with any other relevant terms of the contract". In this case, the SPA contained an exclusive jurisdiction clause that applied to "any dispute which may arise out of or in connection with this deed (including any dispute relating to any non-contractual obligations)", which was wide enough to include the clause containing the third-party rights.
Access the High Court's decision in Campeau v Gottex Real Asset Fund 1 (OE) Waste S.à r.l. [2025] EWHC 2322 (Comm) that a third party right in a contract was subject to the jurisdiction chosen by the contract parties
- Companies House has published the Register of Overseas Entities
Rules 2025, which set out how filings need to be made in relation
to the UK's Register of Overseas Entities (ROE). Among other
things, the Rules confirm that documents must be delivered in
electronic form through Companies House Service (other than those
containing protected information, which must be filed in paper
form). The Rules also confirm that ROE verification statements must
be delivered by email by an authorised agent.
Access the Register of Overseas Entities Rules 2025 (PDF)
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