Half-yearly Corporate Update – Our Latest Briefing

INTRODUCTION

This consolidated corporate update summarises the major developments in UK corporate law and regulation which have occurred over the last six months and which will be of relevance to UK listed companies.

On the horizon: the most material developments expected in the next 6-12 months

Reform of Companies House – identity verification became compulsory for directors on 18 November 2025, and it is expected that from spring 2026, identity verification will be compulsory for anyone filing a document at Companies House on behalf of a company – see page 3.

Reform of the prospectus regime – The Financial Services and Markets Act 2023 (Commencement No. 11 and Saving Provisions) Regulations 2025 will repeal the current prospectus regime contained in the UK Prospectus Regulation and related legislation on 19 January 2026. The regime will be replaced on the same date by the new public offers regime – see page 14.

COMPANY LAW

Reform of Companies House – implementation update

Over the past few months, several key steps have been implemented in relation to the transformation of Companies House (CH). The sixth commencement order for the Economic Crime and Corporate Transparency Act 2023 (ECCTA) introduced mandatory identity verification (IDV) for directors and persons with significant control (PSCs) and abolished the requirement for companies to maintain certain local registers. The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025 also set out the transitional arrangements which apply in relation to the commencement of these changes. Alongside these changes, several related reforms have been announced, which we explore in more detail below.

IDV

Voluntary IDV has been possible since April 2025, and from 18 November 2025 it became mandatory for all new and existing directors (of both UK incorporated companies and overseas companies with UK establishments), individual PSCs and members of LLPs. The IDV requirements for other groups, including those filing information with CH, limited partnerships, officers of corporate PSCs and corporate members of LLPs are expected to be brought into force from spring 2026.

From 18 November 2025 any individual appointed as a director, either on incorporation or as a new director of an existing company, need to confirm that their identity has been verified as part of the incorporation/appointment process. For existing directors, individual PSCs and individual LLP members, there is a 12 month transition period so deadlines for confirming verified status to CH are for example:

• for existing directors: when the company's first annual confirmation statement after 18 November 2025 is filed;
• for individual PSCs who are also directors: within a 14 day window after the company's first confirmation statement date falling after 18 November 2025;
• for individual PSCs who are not also directors: within 14 days of the first day of their month of birth falling after 1 December 2025; and
• for directors of an overseas company with a UK establishment: by the first anniversary of the date the overseas company registered the UK establishment falling after 18 November 2025.

The IDV process can be carried out by CH (using GOV.UK One Login) or via an authorised corporate service provider (ACSP). Details of the process are set out in The Registrar (Identity Verification and Authorised Corporate Service Providers) Regulations 2025, made in January 2025, and in the Companies House rules, published in February 2025. CH also published the following guidance on the new IDV requirements:

• verifying your identity for Companies House; and
• when you need to verify your identity for Companies House.

On completion of the verification process, individuals will be allocated a personal CH code – a unique identifier which can then be used to confirm that the verification process has been completed. CH issued guidance on the use of these codes, which confirms that the same code will be used for every directorship a person holds and sets out what to do in the event that a personal code has been compromised or shared without consent.

CH published numerous guides to the new IDV regime which are available on itswebsite, including guidance on how it will approach non-compliance with the IDV requirements.

CH also released details of the online service through which PSCs need to provide confirmation of their verified status. This online service can also be used by PSCs to request extensions to the deadline for providing this confirmation.

CH has published updated versions of its guidance and forms to reflect the changes.

Abolition of certain local registers

The ECCTA abolishes the requirement for companies to keep their own register of directors, register of directors' residential addresses, register of secretaries and register of PSCs, known as "local registers". The information will still have to be notified to CH.

Regulations make various changes to legislation to deal with the consequences of the abolition of these local registers:

• The Economic Crime and Corporate Transparency Act 2023 (Consequential, Incidental and Miscellaneous Provisions) Regulations 2025, which also include miscellaneous provisions relating to the submission of IDV statements to CH and the suppression of IDV statements from public inspection;
• The Register of People with Significant Control (Amendment) Regulations 2025, which amend certain notification requirements on companies in relation to the PSC regime; and
• The Limited Liability Partnership (Application and Modification of Company Law) Regulations 2025, which extend the abolition of certain local registers to the equivalent local registers maintained by LLPs.

CH had announced that the removal of the option for private companies to elect to use the central register held by CH to record shareholder information (in lieu of entering shareholder information on their own, locally-held register) would take effect from 18 November 2025. This change was not included in the sixth commencement order and so its commencement date has not yet been confirmed.

Other miscellaneous updates

• Changes to CH online filing service – From 13 October 2025, WebFiling moved to GOV.UK One Login for secure access.
• Extension of the protection of personal information regime – The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 were made in July 2025 to extend what personal information an individual can request CH make unavailable for public inspection. Requests can cover the day of their date of birth, signatures, and, for company directors, business occupation. No reason is required, but applications cannot remove information needed for company charges.
• Amendments to CH fees – Regulations were made in October 2025 to amend the fees charged by CH. Most of the amendments in the Registrar of Companies (Fees) (Amendment) Regulations 2025 will result in an increase to CH's fees (e.g., same-day incorporation will become £100; confirmation statements £50). The fees will rise from 1 February 2026.
• Changes to accounts coming in 2027 – CH confirmed three changes to take effect from 1 April 2027:
  • all companies have to file their accounts (including dormant accounts) using commercial software;
  • companies claiming an audit exemption will need to give an enhanced statement from their directors on the balance sheet, specifying which exemption is being claimed and confirming that the company qualifies for it; and
  • companies will need to provide a business reason if they wish to shorten their accounting reference period more than once in five years. There are currently no restrictions on being able to shorten accounting reference periods.

Corporate criminal liability

The new corporate offence of failure to prevent fraud came into force on 1 September 2025.

The new strict liability offence, which is contained in the ECCTA, will be committed by an in-scope organisation if an associate (which includes employees, agents and subsidiaries) commits a specified fraud offence, such as false accounting, with the intention of benefitting the organisation or any of its customers.

A company will have a defence if it had reasonable fraud prevention procedures in place.

The Home Office published statutory guidance for organisations on the new offence, which provides insight into what will be expected of organisations in terms of fraud prevention procedures. However, the guidance is not prescriptive, so careful thought and proper engagement will be required to ensure a company has appropriate measures in place.

Proposed abolition of share certificates for listed companies

In July 2025, the Digitisation Taskforce, chaired by Sir Douglas Flint, delivered its final recommendations for modernising how shares in UK listed companies are held.

The Taskforce was set up in response to one of the recommendations of the 2022 UK Secondary Capital Raising Review and recommends a staged approach to removing paper share certificates in listed companies and moving to a fully intermediated system:

• Removal of paper shares and establishment of digitised registers – In the first stage of the digitisation process, paper share registers will be replaced by digitised versions. Certificated shareholders' interests will be reflected solely in the digitised register already administered by a listed company's registrar. Listed companies would no longer be permitted to issue paper share certificates and certificates would no longer be required when transferring shares.
• Improvements to intermediated system – In the second stage of the digitisation process, over the course of this Parliament, the government, Financial Conduct Authority (FCA) and a newly-formed technical group will work to reform the intermediated system to ensure that shareholders can exercise their rights effectively through intermediaries.
• All shares transition into the intermediated system – As stage three of the digitisation process, once the improvements have been made to the intermediated system, all shares will transition into the intermediated system, with digitised share registers being phased out.

The government accepted the recommendations made in the report and set out how it will take them forward. The aim is to legislate to implement the first phase by the end of 2027 at the latest, with a precise date to be determined by the newly-formed technical group.

High Court rules on "proper purpose" for access to register of members

The High Court in Aviva plc v Litani LLC ([2025] EWHC 3134) considered whether a request for access to a listed company's register of members was for a proper purpose under section 116 and 117 of the Companies Act 2006 (CA 2006), which requires companies to either comply within five working days or seek a court ruling.

Aviva, which has many small shareholders, challenged Litani's request for the register. Litani intended to contact these shareholders to buy their shares at a 17.5% discount and then resell them – a "mini-tender offer." Aviva applied to court for a ruling that the request was not for a proper purpose, arguing that those who accepted would be economically disadvantaged as compared to selling their shares via the company's registrar or the small shareholder dealing service that the company had put in place. Litani maintained that its purpose was lawful, transparent and commercially acceptable.

The court rejected the application by the company and held that the purpose for which Litani sought a copy of the register was proper. It said that:

• the fact that a person's objective in seeking the information is to make a commercial profit does not mean that their purpose is not proper; and
• while there are limits as to what is commercially acceptable as the reason for access, a court would need to "find something with a flavour of the genuinely exploitative or unscrupulous" in order for the purpose to be improper and it will not "seek to regulate or proscribe merely 'undesirable' commercial activity".

The court went on to say it cannot find that a person's purpose is not proper based on reputation, nor would it express a view about the desirability or otherwise of mini-tender offers (which are lawful and not subject to specific regulatory control in the UK).

The court also made clear that the point in time at which the purpose of the request should be assessed is the date of the hearing, and not the date of the application.

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