• Draft legislation is published to allow access to private trust information held on the UK’s Register of Overseas Entities
• Regulations are published to alleviate the financial reporting burden on smaller companies and LLPs
• The Financial Conduct Authority is consulting on changes to its handbook to reflect the 2024 version of the UK Corporate Governance Code

Draft legislation published to open up overseas entity trusts information

Draft regulations have been published which, if made, would create the ability to apply to access information on trusts relating to overseas entities that hold registered land in the UK.

Under the Economic Crime (Transparency and Enforcement) Act 2022 (the Act), an overseas entity that holds or wishes to acquire registered real estate in the UK must register on the Register of Overseas Entities (ROE), maintained by Companies House.

On registering, an overseas entity must provide details of its beneficial owners, which will be made publicly available at no charge.

The entity must also provide details of any trusts sitting within its corporate ownership chain. This includes details of trustees, beneficiaries and any protector or enforcer. Currently, this information is held on a private section of the ROE and is not publicly available. However, the Act allows the Government to make regulations to allow access to trust information in certain circumstances.

The draft regulations would allow a person to apply to obtain trust information held on the ROE. The key points to note are as follows.

• Anyone would be able to apply to obtain trust information.
• If the application would result in the disclosure of information relating to a minor, Companies House would not disclose it unless the applicant demonstrates a “legitimate interest”. It is not clear whether Companies House would withhold all trust information requested in the application, or simply the information relating to the minor.
• Similarly, where an application relates to multiple overseas entities, Companies House would not disclose information unless the applicant demonstrates a “legitimate interest”.
• An applicant would have a “legitimate interest” if they are investigating money laundering, tax evasion, terrorist financing or breach of sanctions.
• There would be certain circumstances in which Companies House could refuse disclosure, including on national security grounds or where the trust is a pension scheme.
• To obtain the information, the application would need to state the name of the trust in question. This is similar to the process for applying for information held in the Trust Registration Services (TRS) maintained by HM Revenue & Customs and is designed to prevent “fishing expeditions”. However, unlike with the TRS, unless the application relates to multiple entities or a minor, there would be no need to show a legitimate interest to gain access.
• It would be possible for a beneficiary of a trust to apply to have their details protected if disclosure would give rise to a serious risk of violence or intimidation.

The regulations are subject to affirmative resolution, meaning that they need to be approved by Parliament to become effective.

If made, beneficiaries would be able to apply for protection from 28 February 2025, and applications for trust information would be possible from 31 August 2025.

Access the draft Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025

Regulations published to alleviate corporate reporting burden

Regulations have been published which will alleviate the financial and non-financial reporting burden on smaller companies.

The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 come into force for financial years beginning on or after 6 April 2025. In short, they make the following adjustments to the UK’s regime for financial and non-financial corporate reporting.

• Small entities. The size thresholds for qualifying as a small company or LLP will be lifted. The turnover threshold will increase from £10.2m to £15m, and the balance sheet total threshold will increase from £5.1m to £7.5m.
• Medium-sized entities. The size thresholds for qualifying as a medium-sized company or LLP will also be lifted. The turnover threshold will increase from £36m to £54m, and the balance sheet total threshold will increase from £18m to £27m.
• Micro-entities. The size thresholds for qualifying as a micro-entity will also be lifted. The turnover threshold will increase from £632,000 to £1m, and the balance sheet total threshold will increase from £316,000 to £500,000.
• Disabled persons. Companies of all sizes will no longer be required to include specific information on their employment of disabled persons. (This disclosure is no longer seen as useful, given obligations of employers under the Equality Act 2010.)

Access the Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024

FCA consults on handbook changes to reflect 2024 Corporate Governance Code

The Financial Conduct Authority (FCA) is consulting on changes to the UK Listing Rules (UKLR) and the Disclosure Guidance and Transparency Rules (DTR).

The proposed changes would reflect the fact that the 2024 version of the UK Corporate Governance Code (the Code) will come into effect for financial years beginning on or after 1 January 2025.  They are set out in Chapter 6 of the FCA’s Quarterly Consultation CP24/26 and are mostly functional.

They will require companies in the equity securities (commercial companies) listing category (broadly, the successor to the former “premium listing” segment) to comply or explain against the 2018 version of the Code for financial years beginning before 1 January 2025, and against the 2024 version for financial years beginning on or after the date on which the proposed changes come into effect.

Between 1 January 2025 and the date on which the proposed changes come into effect, issuers would be able to apply either version of the Code.

The FCA has asked for comments by 13 January 2025.

Access the FCA Quarterly Consultation CP24/26, including its consultation on changes to its handbook to reflect the 2024 UK Corporate Governance Code (opens PDF)