June’s news

CGI updates its guidance on inspection of the members’ register

On 3 June 2026, the Chartered Governance Institute (CGI) published an updated version of its Guidance: Register of members: the proper purpose test. The guidance (which is only available to members) provides an industry view on, and examples of, what is considered a ‘proper purpose’ for which a member may exercise the right under section 116 of the Companies Act 2006 to inspect or require a copy of a company’s register of members. The guidance includes non-exhaustive lists of purposes that the CGI considers proper or improper and contains best practice recommendations for companies who receive section 116 requests. The CGI suggests that companies (and registrars) should develop internal processes to deal with section 116 requests, particularly given the requirement that the register must be supplied or an application to court made within five working days of receipt.

Proposed changes to the AIM Rules for Companies

On 4 June 2026, the London Stock Exchange published AIM Notice 62, consulting on proposed changes to the AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook. This follows its November 2025 Feedback Statement on Shaping the Future of AIM. The consultation covers eight key topics: reducing admission burdens; easier fundraisings and retail participation; supporting acquisitions; greater flexibility for innovative and growing companies; greater agency for AIM companies; leveraging nominated adviser expertise; attracting international companies; and buyer beware. The consultation closes on 2 July 2026. A further consultation on admission document contents is expected in due course.

Consultation on changes to the AIM Rules for Nomads

On 4 June 2026, the London Stock Exchange published AIM Notice 63, launching a consultation on draft amendments to the AIM Rules for Nominated Advisers (Nomad Rules). These proposed changes sit alongside the consultation on amendments to the AIM Rules for Companies, published the same day, and the consultation closes on 2 July 2026. The Exchange has also issued a new Nominated Adviser Technical Note, setting out its expectations of nominated advisers in fulfilling their obligations under the Nomad Rules. It describes the proposed amendments to the Nomad Rules as administrative and clarificatory.

Reforms to annual accounts filing delayed

On 9 June 2026, the Department for Business and Trade issued a Written Statement to Parliament setting out revised plans for the Part 15 Companies Act 2006 annual accounts filing reforms introduced by the Economic Crime and Corporate Transparency Act 2023. The reforms include software-only filing and the removal of abridged accounts for small companies. Although previously delayed for review, Government has now confirmed the reforms will proceed from 1 April 2028, one year later than originally planned, to give companies and software providers more time to prepare. Small companies will also be able to opt out of publishing their profit and loss accounts on the public register. Companies House will notify companies via their registered email addresses, and Government will continue engaging with stakeholders as it prepares the necessary secondary legislation.

ICMA publishes FAQs on Climate Transition Bond Guidelines

On 22 June 2026, the International Capital Market Association (ICMA) and the executive committee of the Green, Social, Sustainability and Sustainability-Linked Bond Principles and Climate Transition Bond Guidelines announced new FAQs on the Climate Transition Bond Guidelines (FAQs) and a Phase 1 comparison of the Green Bond Principles and the European Green Bond Standard. The materials were published alongside a report on investor demand for green, social, sustainability and sustainability-linked bonds.

Proposals to reform the tax treatment of distributions and returns of capital

On 23 June 2026, HMRC published a consultation proposing significant changes to the tax treatment of company distributions and capital repayments to individuals. The proposals include preventing shareholders from rebasing shares for CGT purposes through the insertion of a new holding company, by fixing the amount of share capital at the amount originally subscribed. This would increase the amount treated as income on capital repayments and reduce HMRC’s reliance on the transactions in securities rules, which HMRC also proposes to make more principles-based and less dependent on a purpose test. The consultation also considers aligning the treatment of distributions from UK and non-UK companies, extending the loans to participators regime to non-UK companies, and reforming the rules on purchases of own shares, transactions in securities and demergers.

FCA consultation on changes to rules governing IPO investment research

On 23 June 2026, the City of London Law Society published a Response to the consultation recently conducted by the Financial Conduct Authority (FCA), which sought views on proposed changes to the rules governing the publication of investment research during the equity IPO process. The response broadly supports the FCA’s proposals on the basis that they would remove procedural hurdles and simplify transactions.

FRC publishes guidance on auditors’ responsibilities under Provision 29 UKCG Code 2024

On 24 June 2026, the Financial Reporting Council (FRC) published a ‘mythbuster’ on auditors’ responsibilities under Provision 29 of the UK Corporate Governance Code 2024, together with three revised UK auditing standards. Provision 29, expanded in the 2024 Code, requires the annual report to include a formal board declaration on the effectiveness of the company’s material controls. The mythbuster addresses key questions about auditors’ responsibilities where the annual report includes a board declaration on material controls under Provision 29.

FCA consults on changes to UKLRs for closed-ended investment funds

On 26 June 2026, the FCA published Consultation Paper 26/21: Proposed changes to the UKLRs for CEIFs (CP 26/21), proposing amendments to the UK Listing Rules (UKLRs) for closed-ended investment funds aimed at managing conflicts of interest and protecting shareholders. CP 26/21 forms part of the FCA’s review of the UKLRs for investment entities, announced in March 2026, and includes blacklined draft amendments to the FCA Handbook in Appendix 1. The consultation closes on 14 August 2026, with a policy statement and final rules expected before the end of the year.

Looking ahead to July 2026

2 July – closing date for the consultation by the London Stock Exchange on proposals for wide-ranging changes to the AIM Rules for Companies, the AIM Disciplinary Procedures and Appeals Handbook and the AIM Rules for Nominated Advisers.