Corporate governance key updates | July 2025 – October 2025

From 18 November 2025, the Economic Crime and Corporate Transparency Act 2023 (“ECCTA“) will bring a major change to UK company administration with the abolition of certain internal statutory registers: the register of directors; the register of directors’ residential addresses; the register of company secretaries; and the register of persons with significant control (“PSCs“). Companies will therefore no longer be required to maintain these registers.

Under the new regulations, this information will need to be registered at Companies House and kept up to date. Companies House will become the single, authoritative source for these statutory records, since all relevant information of company directors, secretaries and PSCs will simply be filed directly with Companies House. Companies will also no longer need to provide a business occupation for company directors when registering their appointment with Companies House.

The abolition of certain statutory registers does not extend to the register of members (shareholders), and companies are still obliged to maintain this register. However, private companies will no longer have the option to keep this register at Companies House, as was previously permitted. Instead, the register of members must be maintained at the company’s registered office or designated single alternative inspection location (“SAIL“), where it must remain available for inspection.

Although ongoing maintenance of certain statutory registers will no longer be required, companies are encouraged to retain historic records for governance, audit and due diligence purposes.

The abolition of the internal statutory registers represents a practical step towards modernising the UK’s corporate framework, as it simplifies administrative processes by improving transparency, reducing administrative burdens, eliminating duplication of record keeping and enhancing the reliability and accuracy of publicly available company information. These changes also place greater responsibility on companies to ensure that all filings at Companies House are timely, correct and centrally accessible. Early preparation and robust compliance processes will help businesses navigate the change smoothly and remain compliant under the new rules.

On 26 August 2026, the Financial Conduct Authority (“FCA“) formally approved the London Stock Exchange (“LSE“) to operate the UK’s first trading venue under the Private Intermittent Securities and Capital Exchange System (“PISCES“) framework. This authorisation marks an important step in the UK’s ongoing capital markets reform agenda and signals the introduction of a new, regulated mechanism for trading shares in private companies.

For background, the PISCES regime was established by the FCA and HM Treasury to provide a controlled environment in which shares of private companies can be traded on an intermittent basis, typically through periodic auctions rather than continuous trading. The framework aims to provide liquidity for private shareholders by bridging the gap between private funding rounds and public listings, including employees and early investors, while maintaining proportionate levels of regulatory oversight as it creates a new route to raise capital and manage shareholder liquidity without undergoing an initial public offering (“IPO“).

As the first approved operator, the LSE will launch its Private Securities Market (“PSM“) under the PISCES model. This platform will make use of the LSE’s established market infrastructure while being tailored specifically to the needs of private businesses. It will allow trading to occur during scheduled windows, with companies maintaining greater control over who participates and when trading occurs. The approach offers further flexibility for businesses or institutional investors seeking liquidity in private shares within a regulated framework, yet avoiding the cost and disclosure obligations associated with an IPO.

The LSE is expected to finalise the detailed rules for the PSM in the coming months, including eligibility criteria, action mechanisms and investor access requirements.

The FCA’s approval of the LSE as the first PISCES operator represents a landmark in the evolution of the UK’s capital markets. The creation of a regulated venue for private share trading has the potential to reshape how companies manage liquidity, attract investment and prepare for potential public listing.

On 1 September 2025, Companies House published guidance for individuals on how to use and manage their personal codes for identity verification (“IDV“), which was introduced as part of ECCTA: Companies House personal codes for identity verification – GOV.UK.

A personal code is an 11-character identifier issued to an individual once their identity has been confirmed by Companies House. Unlike the company authentication code, which authorises filings on behalf of a company, the personal verification code belongs to the individual and connects their confirmed identity to all their official roles, such as company director or PSCs. This new process is designed to improve the accuracy and security of the companies’ registers by making them more reliable and to reduce the risk of fraud and the misuse of company structures.

Individuals can complete the identity check either through the GOV.UK One Login service or by using an Authorised Corporate Service Provider (“ACSP“), such as an accountant or solicitor approved by Companies House. After the verification process, the guidance confirms that the personal code is issued either by email, if IDV is completed through an ACSP, or made available in the individual’s Companies House account, if IDV is completed directly with Companies House, and the same code can be used for all their company roles. It should be kept safe and only shared with trusted representatives who are authorised to submit filings on their behalf.

From 18 November 2025, identity verification will become mandatory for new directors and PSCs, who will need to provide their personal code when a company is incorporated, or when a new appointment is made. Existing directors must complete verification before they file their next confirmation statement after 18 November 2025, and if the existing director is also a PSC, then the director must provide their personal code using a separate service within 14 days of the company’s confirmation statement date. For existing PCSs, there will be a short timeframe of the first 14 days of their birth month, for example if the PSC’s date of birth is 24 October, then the 14-day period will begin on 1 October with the deadline on 15 October to verify once notified. Failing to complete the process may prevent a person or company from filing required documents. If you do not comply with identity verification requirements on time, you may be committing an offence and may have to pay a financial penalty or fine. If you continue to act as a director without verification after it becomes a legal requirement, you will be committing an offence and could be disqualified, and the same applies for acting as a PSC without verification. The company and all directors may also be committing an offence.

Overall, the introduction of the personal verification code is a significant step toward increasing transparency, trust, and accountability in how companies are managed in the United Kingdom. As such, companies and individuals should prepare in advance by completing verification early, ensuring that their details on the Companies House register match their identification documents, and keeping the personal code secure for future use. The personal code does not expire and can be used whenever Companies House requires identity confirmation.

On 30 September 2025, the Financial Reporting Council (“FRC“) published its annual review of corporate reporting for the 2024-2025 period. The aim of the report is to continue to demonstrate the FRC’s commitment to upholding high standards of corporate reporting to maintain investor confidence and support UK companies’ access to capital.

This year’s review covers annual reports and accounts of 222 companies, with 38 per cent of the companies being within the FTSE 350. This is lower than in previous years.

The key points to note are as follows:

• The overall quality of corporate reporting was maintained during the 2024/25 period, with a lower proportion of reviews resulting in substantive queries compared to previous years. Despite this progress, a clear quality gap remains between FTSE 350 companies and those outside this group, with most restatements continuing to arise among non-FTSE 350 entities.
• The most frequently identified issues include impairments, cash flow statement disclosures, and inconsistencies between financial statements and other sections of the annual report. These issues remain consistent with the findings from previous years. The FRC also highlighted ongoing deficiencies in the disclosure of significant accounting judgements and estimates, particularly concerning the explanation of key inputs and assumptions. The review noted that heightened global economic and political uncertainties, including trade tariffs and international conflicts, continue to add complexity to these judgements and assumptions.
• The FRC emphasised that the most common challenges identified within the report could have been addressed through more robust pre-issuance reviews, underscoring the regulator’s expectation that companies implement thorough internal controls to identify and resolve reporting issues before publication. This remains a key expectation.

Looking ahead to the 2025/26 annual report, the FRC expects companies to enhance the clarity and consistency of disclosures around judgements, uncertainties, and risks. There will also be a continued focus on improving the quality of narrative reporting to ensure that annual reports provide meaningful, transparent information to investors and stakeholders.