Corporate
Contents
- Legislation
- Economic Crime and Corporate Transparency Act 2023 (ECCTA): What You Need to Know in 2026
- UK Equity Capital Markets: new UK public offers and admissions to trading regime in force in early 2026
- Corporate Governance: Provision 29 and Enhanced Board Accountability
- ECCTA: the Registrar of Companies (Fees) (Amendment) Regulations 2025
- Financial and narrative reporting: Companies (Directors' Report) (Payment Reporting) Regulations 2025 published
- News
Key contact
Key anticipated events
January
- New public offer platform regime rules apply, alongside the broader Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105) framework comes into force
- Regulations amending the fees charged by Companies House to recover costs associated with implementing ECCTA 2023 come into force
- Expected date from which Companies House filings must be made through a registered Authorised Corporate Service Provider (ACSP)
- Amendments to regulations 27 and 28 of Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017 come into force (relating to the FCA's power to require information on commodity derivatives and to intervene in setting position limits)
- End of 12-month transitional period for first phase of ID verification
January
2026
February
2026
May
2026
July
2026
November
2026
Legislation
Economic Crime and Corporate Transparency Act 2023 (ECCTA): What You Need to Know in 2026
The ECCTA has introduced significant reforms aimed at strengthening corporate accountability and reducing economic crime, with further changes anticipated during 2026. These changes will impact how you manage company registrations, verify identities, and maintain compliance with enhanced transparency requirements. Understanding these developments is essential to ensure your business remains compliant and prepared for enforcement.
- Identity verification requirements: from November 2025, identity verification obligations for individual directors, People with Significant Control (PSCs), and individual LLP members have come into force with a 12-month transition period. When identity verification becomes mandatory depends on the circumstances of the individual. During 2026, the scope of identity verification is expected to expand to include corporate members of LLPs and Relevant Legal Entities. These additional requirements are subject to confirmation
- New Companies House powers: Companies House has gained expanded powers to query, reject, or remove information from the register. These powers include the ability to scrutinize filings more rigorously and enforce compliance through civil and criminal penalties
- Changes to registration and filing obligations: expect stricter requirements for company formation and ongoing filings. You will need to provide accurate and up-to-date information, with penalties for false or misleading statements. Digital filing systems will also be enhanced to support these reforms
- Enhanced transparency measures: the ECCTA introduces new obligations to disclose corporate structures and beneficial ownership more clearly. This includes improved reporting on PSCs and greater scrutiny of complex ownership arrangements to combat money laundering and other economic crimes
- Changes to statutory registers: you will no longer be required to maintain statutory registers internally (except for register of members), as Companies House will become the central repository for key information. This change aims to simplify compliance and improve data accuracy, but it also means you must ensure timely and correct filings to avoid penalties
- Enforcement penalties: failure to comply with identity verification requirements, filing obligations, or transparency measures can result in significant enforcement action for directors, LLP members, PSCs and ACSPs. Penalties include:
- civil fines for inaccurate or late filings
- criminal liability for knowingly providing false or misleading information
- potential disqualification of directors for serious breaches
Companies House will actively use its new powers to query and reject filings, and persistent non-compliance may lead to prosecution.
Implications for businesses
Implications for businesses include increased compliance costs and administrative burden due to identity verification and enhanced reporting, greater risk of enforcement action for inaccurate or incomplete filings, and a need for robust internal governance to meet transparency and accountability standards.
Actions for businesses to consider
We recommend that you review and update internal compliance policies to align with Companies House requirements, including changes to statutory registers, and to train staff responsible for filings on new obligations and potential penalties.
Further details
For further details you can visit the Government website here.
UK Equity Capital Markets: new UK public offers and admissions to trading regime in force in early 2026
From 19 January 2026, the UK replaced its existing prospectus regime with a new public offers and admissions to trading framework under the Financial Services and Markets Act 2023 and the Public Offers and Admissions to Trading Regulations 2024. Under the new regime, there is a general prohibition on public offers of securities, unless an exemption applies. This reverses the previous position where offers were permitted if a prospectus was published or an exemption applied.
Key features of the new regime include:
- Prospectus requirements: an FCA approved prospectus will still be required for an IPO on regulated markets (such as the Official List/Main Market of the London Stock Exchange and Aquis Main Market). For multilateral trading facilities (MTFs), such as AIM and Aquis Growth Market, they are able to issue a MTF admission prospectus which would permit an element of retail participation in the IPO without having to submit an FCA approved prospectus. The relevant MTF is responsible for formulating the rules and content for the MTF admission prospectus
- Exemptions: offers to qualified investors, small offers, and offers via FCA-regulated Public Offer Platforms will be permitted without an FCA approved prospectus
- Threshold changes: for secondary fundraisings, the threshold for requiring a prospectus will increase significantly (less than 75% of the number of shares already admitted to trading in a 12 month period, rather than the current 20%), reducing compliance burdens for companies whose shares are listed on a regulated market
- Admissions to trading: the FCA will introduce new rules for admissions to regulated markets and multilateral trading facilities, replacing the current EU-derived framework
Actions for businesses to consider
To prepare for the new regime, it is recommended that you assess capital raising plans for 2026 and beyond, considering new thresholds and Public Offer Platform opportunities. You should also update internal policies to reflect the prohibition on public offers and FCA rules on prospectus content, as well as engage with FCA guidance on forward-looking statements and disclosure expectations.
Corporate Governance: Provision 29 and Enhanced Board Accountability
Provision 29 of the UK Corporate Governance Code (Code), which applies to premium‑listed companies, regardless of where they are incorporated (and to an limited extent, large private companies) for financial years beginning on or after 1 January 2026, requires relevant companies to include in their annual report a board declaration on the effectiveness of material risk management and internal controls (financial, operational, compliance and reporting controls).
The requirement operates on a ’comply or explain’ basis, raising the bar for monitoring, annual effectiveness review, and transparent disclosure of any control deficiencies and remediation plans. It sits alongside existing directors’ duties under the Companies Act 2006 and intersects with enforcement expectations under economic crime reforms.
In your annual report, you should describe how the board monitored and reviewed the internal controls framework throughout the year, declare whether material controls were effective at the balance sheet date, and explain any material controls that did not operate effectively, including actions taken or proposed. This goes beyond prior practice by requiring a clear effectiveness declaration, not just confirmation that monitoring and review have occurred.
The Financial Reporting Council (FRC) emphasises a principles‑based approach - you are expected to tailor your control framework to your risks, business model and risk appetite, and provide cogent, company‑specific explanations if you depart from the Code’s provisions. The accompanying Code Guidance is not mandatory, but it offers practical examples and expectations (including reporting on outcomes).
Actions for businesses to consider
In preparation, you may choose to run a ‘Provision 29 readiness assessment’ through which you map material controls (financial/ operational/ compliance/ reporting), confirm control owners, set testing plans and thresholds, and prepare a board assurance framework and reporting templates for the annual declaration. You may also train directors on their ‘comply or explain’ expectations and ECCTA fraud-prevention procedures.
Further details
For further details you can visit the FRC website here.
ECCTA: the Registrar of Companies (Fees) (Amendment) Regulations 2025
On 30 October 2025, the Registrar of Companies (Fees) (Amendment) Regulations 2025 were published and laid before Parliament. These Regulations amend the fees charged by Companies House to enable recovery of costs associated with the expanded activities of Companies House and the Insolvency Service in implementing the ECCTA. The amended fees will take effect from 1 February 2026.
Further details of the amended fees can be found on the Government website here.
Financial and narrative reporting: Companies (Directors' Report) (Payment Reporting) Regulations 2025 published
On 5 November 2025, the Companies (Directors' Report) (Payment Reporting) Regulations 2025 (SI 2025/1152) were published. A draft of these regulations was issued on 18 July 2025, and the final version remains unchanged from the draft.
The regulations amend the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410), introducing a requirement for large companies to include information on their payment practices and performance with respect to their suppliers within their directors’ reports.
The regulations were enforced on 1 January 2026 and apply to financial years beginning on or after that date.
Actions for businesses to consider
To prepare for the changes, you may find it helpful to map qualifying contracts that would fall under the scope of the regulations, determine whether subsidiary reporting can be covered in a group directors’ report, implement a process to record and disclose any variation to qualifying contracts, and amend your directors’ report procedures to account for the new disclosures.
News
Stewardship: final guidance published to accompany UK Stewardship Code 2026
On 30 October 2025, the FRC published final Guidance: UK Stewardship Code 2026 to accompany its new UK Stewardship Code 2026. The guidance contains non-prescriptive suggestions for the types of information organisations may wish to include in their reporting against the Code. The guidance was published in draft form in June 2025 and this final version has been updated to reflect stakeholder feedback on the earlier draft.
The new Code applies from 1 January 2026 and the first applications will be accepted in spring 2026. A transition year will operate during 2026, during which time the FRC will continue to engage with signatories to support their reporting against the updated Code.
Actions for businesses to consider
To prepare for the changes as a signatory to the Code, you should familiarise yourself with the FRC’s non-prescriptive suggestions for reporting, including describing your organisation, investment beliefs, stewardship policies, governance, and resources. You may also conduct a gap analysis to compare your current practices against the new Code and consider whether submitting a combined report or separate reports would be most appropriate for the type and complexity of your investment strategies.
Further details
For further information on the UK Stewardship Code 2026, please visit the FRC website here.
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