Corporate Law Update: 18 - 24 October 2025

FCA provides update on next steps towards new public offers of securities regime

The Financial Conduct Authority (FCA) has published Primary Market Bulletin 58, in which it has laid out the next steps in the run-up to the commencement of the UK's new public offers of securities regime on Monday 19 January 2026. (Read our previous Corporate Law Update for more information on the new public offers and prospectus regime.)

The Bulletin confirms the following.

• The FCA will start approving documents under the new regime from 19 January 2026. However, issuers can begin submitting documents prepared under the new regime from 1 December 2025, with a view to seeking formal approval on or after 19 January 2026. The last date for obtaining approval under the existing regime will be Friday 16 January 2026.
• The FCA will begin publishing new forms and checklists for submissions under the new regime on or around 24 November 2025.
• Issuers with an ongoing prospectus review submitted before 1 December 2025 under the existing regime will be contacted by the FCA to discuss the proposed date of approval and admission. If approval is likely to be given on or after 19 January 2026, the issuer will need to submit the required documentation under new regime.
• For prospectuses approved before 19 January 2026, any supplementary prospectus published after that date will need to be prepared under the current regime up until 18 January 2027.
• The transitional provisions above will not apply to the new "MTF admission prospectus", which will be required to admit shares to trading on primary multilateral trading facilities (MTFs), such as AIM and the AQSE Growth Market. These will be reviewed and approved by the MTF operator.
• From 19 January 2026, existing issuers will no longer seek a listing when issuing further shares of a class that is already listed and admitted to trading. (This is a separate requirement from any requirement to publish a prospectus.) The last date for seeking a listing on a further issuance of shares will be Thursday 15 January 2026, with admission taking place on Friday 16 January 2026.

The FCA is also consulting on changes to its Knowledge Base in connection with the new regime coming into effect. These include:

• four new technical notes covering (among other things) prospectus exemption documents on takeovers, mergers and divisions; protected forward-looking statements; fungible securities;
• changes to existing technical notes covering (among other things) prospectus content; sustainability; and public offers, admission to trading and the marketing of securities; and
• consequential changes to a number of procedural notes and other technical notes.

Read FCA Primary Market Bulletin 58

Government sets out next steps towards simplification of corporate reporting

HM Treasury has published an update on its Regulatory Action Plan, in which it provides details of steps it has taken, and which it intends to take, to reduce the regulatory burden for UK businesses.

The Treasury's report is accompanied by a ministerial statement by the Government, which provides more context to the proposed changes.

The update covers various aspects of the economy. A major aspect of this is simplifying and modernising corporate reporting by businesses. This forms part of the Government's long-running and ongoing project to streamline the UK's non-financial reporting framework.

In this respect, the Government has announced it intends to make the following changes.

• Medium-sized companies will no longer be required to produce a strategic report. (Small companies are already exempt from this requirement.)
• Wholly-owned subsidiaries will no longer be required to produce a strategic report if there is already equivalent disclosure in the report of their UK parent undertaking.
• Companies will no longer be required to produce a directors' report. The ministerial statement notes that this report is seen as "cluttered" and "compliance-driven" and as offering little useful insight for investors. Certain disclosures would be moved to other parts of a company's annual report, whilst others would be abolished entirely.

These changes will be welcomed by businesses, for whom the annual toll of narrative reporting can be heavy and time-consuming.

Eliminating the strategic report for medium-sized companies, especially when combined with the increase in the company size thresholds (which came into effect from 6 April 2025), would remove a significant burden for a good number of companies. Abolishing the report for wholly-owned subsidiaries would remove unnecessary duplication for corporate groups and streamline reporting.

The ministerial statement estimates that these two changes alone will alleviate corporate reporting for around 51,000 companies.

The directors' report has long been a strange creature, housing a miscellany of unrelated disclosures and ultimately acting as a sort of "mop-up" section of the annual report. Unlike other components, such as the strategic report and the directors' remuneration report, the directors' report has no defined purpose and represents a box-ticking exercise. Its disappearance is unlikely to concern many companies or investors.

Alongside these changes, the update confirms that the Government intends to expand its ongoing review of corporate reporting to cover the whole of the annual report and accounts. It is proposing to launch an "ambitious" consultation on this in 2026 which will also cover remuneration reporting, corporate governance reporting and the financial reporting framework, as well as how corporate reporting should function in a digital age.

Alongside these changes, the update confirms the following.

• The Financial Reporting Council (FRC) will update the guidance on the UK Corporate Governance Code in November 2025 to clarify that paying non-executive directors in shares is appropriate.
• The Government is working with the Investment Association (IA) to discontinue the IA's public register of shareholder dissent to company resolutions, noting that this register has served its purpose and now represents duplication with UK Corporate Governance Code.

Access HM Treasury's update on its Regulation Action Plan (opens PDF)

Read the Government's ministerial statement on the modernisation of corporate reporting

Other items this week

• One-stop investment support service. The UK Government has launched a new "concierge" service for global financial services investors through the Office for Investment as announced by the Chancellor Rachel Reeves at the IMF Annual Meetings in Washington DC. Delivered in partnership with HM Treasury, UK financial regulators and the City of London Corporation, the free service is designed to help firms choose locations across the UK, navigate regulation and understand the UK business environment, reducing barriers to investment and delivering on commitments made in the Mansion House speech to cut regulatory uncertainty.

Read the announcement of the Government's new one-stop "concierge" service for financial services investors

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