July’s news

Companies House updates guidance to filing accounts

On 1 July 2025, Companies House updated its Guidance: Filing your Companies House accounts to indicate that certain reforms to the regime for filing annual accounts introduced by the Economic Crime and Corporate Transparency Act 2023 will come into force on 1 April 2027. Secondary legislation will be required to commence the relevant provisions. 

QCA publishes new boardroom guides

On 1 July 2025, the Quoted Companies Alliance (QCA) announced the publication of a revised version of its Remuneration Committee Guide and Audit Committee Guide, and a new Nomination Committee Guide. Each of the guides is intended to act as a companion guide to the previously published QCA Corporate Governance Code. 

Takeover Panel consults on changes to the Takeover Code

On 3 July 2025, the Takeover Panel published Panel Statement 2025/9, announcing a public consultation which proposes a new framework for the application of the Takeover Code (Code) to companies with a dual class share structure, as well as certain proposals in relation to IPOs and share buybacks. In relation to IPOs, the panel statement proposes to introduce a requirement for a company to make disclosures in respect of the Code and any controlling shareholders and their concert parties on an IPO, and to consult the Panel in relation to the disclosure. 

Takeover Panel Executive publishes practice statement on profit forecasts

On 3 July 2025, the Takeover Panel Executive published practice statement 35 to describe how it normally applies certain aspects of Rule 28 of the Code on profit forecasts or quantified financial benefits statements published by an offeree company or a securities exchange offeror and Note 4 on Rule 20.1 in relation to investment research published by a connected firm. 

Takeover Panel Executive publishes practice statement on unlisted share alternatives

On 3 July 2025, the Takeover Panel Executive published practice statement 36 giving guidance on how the Executive normally interprets and applies Code provisions relating to an unlisted share alternative to a cash offer (also known as “stub equity”). 

Consultation launched on SASB materials

On 3 July 2025, the International Sustainability Standards Board (ISSB) published exposure drafts of proposed amendments to the Sustainability Accounting Standards Board standards and to the Industry-based Guidance on Implementing IFRS S2 (together, the SASB materials). IFRS S1 and IFRS S2 include requirements that entities “shall refer to and consider the applicability of” the SASB materials. Government is currently consulting on UK Sustainability Reporting Standards which are based on IFRS S1 and IFRS S2 and its consultation proposed amendments to IFRS S2 to provide that entities “may” rather than “shall” refer to and consider the applicability of the SASB materials. It intends to review this amendment following the ISSB consultation. 

FCA consults on SI regime for bonds and derivatives

On 4 July 2025, the Financial Conduct Authority (FCA) published a consultation paper on the future of the systematic internaliser (SI) regime for bonds and derivatives, alongside a discussion paper on equity markets. The consultation follows the removal of pre-trade transparency from SIs’ obligations in bonds and derivatives and seeks views on the future of that regime. Comments are requested by 10 September 2025. 

FCA launches new Handbook website

On 4 July 2025, the FCA launched a new Handbook website. The updated site retains the structure and content of the existing version but introduces features designed to make it easier for users to navigate and find information. It is currently available as a beta version. Users can continue to access the existing Handbook website while feedback is gathered. Both Handbook websites will be updated as normal. Users are advised to create a new account on the beta site to access features such as favouriting content and signing up for alerts. 

UK green taxonomy will not go ahead

On 15 July 2025, HM Treasury published a response to its consultation on the UK green taxonomy. Government has concluded that a UK green taxonomy is not the most effective tool to deliver the green transition and should not be part of the UK sustainable finance framework. This means that work to develop a UK green taxonomy will not proceed. 

FCA issues statement on market reforms

On 15 July 2025, the FCA published a statement on market reforms and what’s to come. The statement contains details about significant reforms being made to UK capital markets to maintain the UK’s position as one of the most competitive and compelling places to raise capital and invest. 

FCA publishes final position on POAT regime

On 15 July 2025, the FCA published policy statement 25/9 setting out its final policy position on the regulatory aspects of the new public offers and admissions to trading regime (POAT regime), as well as the final Prospectus Rules: Admission to Trading on a Regulated Market (PRM) sourcebook, amendments to the Market Conduct sourcebook and consequential amendments to the UK Listing Rules. The new PRM sourcebook will come into force on 19 January 2026, as will the related changes to the UK Listing Rules and Market Conduct sourcebook. 

FCA publishes policy statement on new public offer platform regime 

On 15 July 2025, the FCA published policy statement 25/10 on the new public offer platform (POP) regime. The Public Offers and Admissions to Trading Regulations 2024 introduced a new regulated activity of operating an electronic system for public offers of relevant securities and are replacing the UK Prospectus Regulation. The new regime significantly changes the way that the FCA regulates how firms issue securities, including by separating the rules for issuing securities via “off market” public offers relative to securities that are admitted to trading on regulated markets. The new rules come into force on 19 January 2026. 

Paper share certificates to be abolished by the end of 2027

On 15 July 2025, HM Treasury published the final recommendations of the Digitisation Taskforce for modernising the UK shareholding ownership framework through the digitisation of the securities settlement infrastructure for capital markets. The taskforce has concluded that full digitisation should take place in stages commencing with the abolition of paper share certificates by the end of 2027. 

FCA publishes Primary Bulletin 56

On 17 July 2025, the FCA published Primary Bulletin 56, its newsletter for primary market participants. In the newsletter the FCA highlights the ways in which the regulator is using data and technology to strengthen its detection capabilities in position reporting. 

FRC consults on amendments to FRS 102

On 17 July 2025, the FRC published draft amendments to FRS 102. FRS 102 requires all entities to follow the presentation requirements for the balance sheet and the profit and loss account set out in UK company law (or the corresponding requirements in Republic of Ireland company law). The FRC has proposed the amendments to FRS 102 to reflect amendments made to IAS 1 in 2020 and 2022, and the subsequent replacement of IAS 1 with IFRS 18 in January 2027. The FRC requests comments by 10 October 2025. 

New reporting requirements on payment practices and performance

On 18 July 2025, a draft of the Companies (Directors’ Report) (Payment Reporting) Regulations 2025 was published and laid before parliament. The regulations introduce new reporting requirements for large companies to report annually, within their directors’ reports, on their payment practices and performance with respect to suppliers. Amongst other things, the regulations require the directors’ report to include information on the company’s standard payment terms and the average number of days taken to make payments. The regulations come into force on 1 January 2026. 

Takeover Panel publishes annual report and accounts

On 21 July 2025, the Takeover Panel issued Panel Statement 2025/10 announcing the publication of its Annual Report and Accounts for the year ended 31 March 2025. 

Government publishes Finance Bill 2025-26

On 21 July 2025, draft legislation forming the Finance Bill 2025-26 was published. The Bill includes measures to allow existing CSOP and EMI share option schemes to be amended to include PISCES as an exercisable event. 

Government announces reforms to the NSIA regime

On 22 July 2025, Government announced plans for a series of reforms to the investment screening regime under the National Security and Investment Act 2021 (NSIA) to improve transparency and reduce the regulatory burden for businesses. Government has confirmed that it intends to legislate to ensure certain types of internal reorganisation and the appointment of liquidators, special administrators and official receivers do not trigger mandatory notification obligations under the regime. Government is also consulting on changes to the 17 sensitive areas of the economy subject to mandatory notification. 

FCA publishes Primary Market Bulletin 57 

On 25 July 2025, the FCA published Primary Market Bulletin 57 which continues the FCA’s phased approach to updating its Knowledge Base to reflect changes to the listing regime. Comments on the proposals set out in the bulletin are requested by 12 September 2025. 

ISS seeks views for benchmark policy

On 25 July 2025, Institutional Shareholder Services (ISS) published a survey seeking views for its voting policies for 2026. Matters on which ISS seeks views include: whether non-ordinary shares should be considered the same as ordinary shares for the purposes of ISS benchmark policy on multi-class capital structures; the number of maximum board seats it’s appropriate for each of a non-executive director and CEO to hold; whether a time-based equity structure is acceptable for part or all of executive long-term incentive awards; and whether it is acceptable for companies to adopt hybrid plans as part of their long-term executive remuneration. The survey closes on 22 August 2025. 

International modern slavery reporting template introduced 

On 30 July 2025, the Home Office introduced an optional international reporting template to help organisations meet modern slavery, forced labour and child labour reporting requirements across the UK, Australia and Canada. The template is designed to streamline compliance for multinational organisations facing overlapping obligations. Organisations must still consult and comply with the specific legislation and official guidance in each country, including any administrative requirements and reporting deadlines. 

DBT consults on changes to financial reporting

On 31 July 2025, the Department for Business and Trade (DBT) published a consultation requesting views on proposed legislative measures to deal with late invoice payments. The consultation proposes various measures which would necessitate changes to financial reporting. The consultation notes that Government also intends to introduce legislation requiring large companies to include key payment information in their annual reports and is also considering requiring large companies to report payment information annually. Responses are requested by 23 October 2025. 

Looking ahead to August 2025

22 August – closing date for ISS benchmarking survey. 

31 August – from this date, third parties can apply for access to trust information on the register of overseas entities that is currently restricted from public inspection, subject to certain legitimate interest requirements. 

31 August – closing date for comments on the FRC’s draft optional guidance on the UK Stewardship Code 2026.