Corporate Law Update: 5 - 11 April 2025

11 April 2025

This week:

Companies House launches voluntary ID verification services

Companies House has, as scheduled, launched the ability for individuals to verify their identity directly online on a voluntary basis.

Under changes to UK company law, from Autumn 2026, all individuals who are a company director, a member of an LLP or a registrable person with significant control, or who occupy certain other positions, will need to undergo mandatory identity verification (IDV).

Existing directors and LLP members will need to complete IDV before their company’s or LLP’s next confirmation statement date. This could be as much as 12 months after mandatory IDV comes into force, but it could also occur shortly after the new requirements take effect.

Where an individual is a director of more than one company and/or a member of more than one LLP, the individual’s effective deadline will be the earliest confirmation date for those entities.

Although IDV is not yet mandatory, Companies House is allowing individuals to verify their identity on a voluntary basis in preparation for the new requirements.

To verify directly online, an individual will need:

  • a GOV.UK One Login account (which can be created as part of the IDV process);
  • an original biometric passport, UK driving licence, UK biometric residence permit/card or UK Frontier Worker permit with them during the IDV process; and
  • access to a smartphone with a camera running a recent version of iOS or Android.

The individual will also need to confirm their current address and, depending on the documentation used, may also need to answer additional security questions.

In some cases, an individual may be able to commence the IDV process online but will be required to complete it in person at a Post Office. This will be the case where an individual has (for example) a non-biometric passport or an EU photocard driving licence or national identity photocard.

Access the service for verifying your identity with Companies House

Access the guidance for verifying your identity with Companies House

Access the guidance on using GOV.UK One Login to verify your identity

Legislation published to alleviate quoted company remuneration reporting

Regulations have been published to simplify the framework under which quoted UK companies are required to report on their directors’ remuneration arrangements.

The regulations are in the same form as draft regulations published in March 2025.

Among other things, the regulations will simplify reporting requirements relating to director pay changes as against average employee changes, the “single figure total table”, share options and directors’ service contracts.

Perhaps the most significant – and useful – change, however, is the ability for a quoted company to obtain shareholder approval for payments to directors outside of its approved directors’ remuneration policy (DRP). Currently, any payments outside the scope of an approved DRP require the adoption of an amended DRP.

Read our previous Corporate Law Update for more information on the specific changes.

The changes apply for financial years beginning on or after 11 May 2025.

Access the Companies (Directors’ Remuneration and Audit) (Amendment) Regulations 2025 (PDF)

Government seeks views on directors’ duty to promote a company’s success

The Department for Business and Trade (DBT) is carrying out research into the duty of UK company directors (set out in section 172(1) of the Companies Act 2006) to promote the success of the company for the benefit of its members and, in doing so, to have regard to various stakeholder interests.

DBT intends to use this research to inform a statutory review of the reporting requirements associated with that duty and its ongoing policy review of non-financial reporting.

The Government is keen to understand how the legislation is working in practice and is seeking views from directors, company secretaries and legal counsel. Feedback will be anonymised.

The survey is open until 30 May 2025.

The Government has confirmed that there are no current plans to amend this or any other directors’ duties in the Companies Act 2006.

Access DBT’s survey on the duty of directors to promote the success of their company (section 172)

LSE seeks feedback on future direction and regulation of the AIM market

The London Stock Exchange (LSE) has published a discussion paper on shaping the future of AIM.

The paper seeks views on a range of matters with a view to ensuring that AIM – the UK’s principal junior equities trading venue – remains a market of choice that remains flexible and specifically tailored to the needs of growth companies and as a critical component of the UK’s “funding continuum” (which includes the LSE’s Main Market and markets to be established under the new PISCES framework).

The discussion paper follows the reforms to the UK’s listing regime that came into effect last year. Those reforms alleviate the burden for listed companies to the extent that, in some areas, regulation of Main Market and AIM companies is now quite similar.

Specific areas on which the LSE is seeking feedback include the following.

  • Whether current and proposed fiscal and other incentives are effective to increase investment in AIM companies.
  • The positioning and brand of the AIM market, and whether there are any features of other growth markets that could enhance its operation and positioning.
  • Areas of “friction” in the process of admission to and life on AIM, including parts of the admission document process that are duplicative or disproportionately costly.
  • Simplifying the existing admission document requirements, including potentially removing the need for a working capital statement in some circumstances.
  • Relaxing certain rules, including by dispensing with an AIM admission document on a reverse takeover, dispensing with shareholder votes for non-fundamental reverse takeovers, permitting a wider range of accounting standards, removing the requirement for a “fair and reasonable statement” for some kinds of related party transaction, and abolishing the “profits” class test.
  • Permitting dual-class share structures on AIM.
  • Whether the current choice of corporate governance codes available meets AIM companies’ needs and whether AIM itself should offer a simplified alternative.

The LSE has asked for feedback by 16 June 2025.

You can read more about the discussion paper on shaping the future of AIM in this separate piece by our colleagues.

Read the London Stock Exchange discussion paper on shaping the future of AIM (PDF)

Treasury and FCA seek views on reforms to AIFMD regime

HM Treasury (HMT) and the Financial Conduct Authority (FCA) have published what is expected to be the first of a series of proposals to revise the UK regime for regulating alternative investment fund managers (AIFMs).

The current UK AIFM regime is derived from EU law and has remained largely unchanged since Brexit. The aim of the proposals is to streamline regulation of AIFMs by adopting an approach to regulation that is more proportionate to an AIFM’s size and activities.

At the heart of the proposed reforms is the concept of categorising AIFMs into three “tiers”, based on the net asset value (NAV) of their funds, with a differing level of regulation applying to each tier.

In addition, HMT and the FCA are proposing other changes, including removing the requirement for AIFMs to notify the FCA if their alternative investment funds acquire control of non-listed companies or issuers, a change that would alleviate a small administrative burden for private capital funds.

The consultations are open until 9 June 2025.

You can read more about the proposals for reforming the UK’s AIFM regime in this separate piece by our colleagues.

Access HM Treasury’s consultation on regulations for alternative investment fund managers (PDF)

Access the FCA’s call for input on the future regulation of alternative fund managers (PDF)

Government publishes new cyber governance code of practice

The Government has published a new Cyber Governance Code of Practice to support boards and directors in governing cyber security risks. It aims to set out the most critical governance actions for which directors are responsible.

The Code states that it has been tailored for boards and directors of both public-sector and private organisations. It is not intended for individuals who are responsible for the day-to-day management of cyber security, but rather for boards.

The Code has been designed for medium and large organisations, although the Government encourages small organisations to implement its principles and to consult the National Cyber Security Centre (NCSC) website for further guidance.

The Code contains 22 “actions”, spread across five categories of risk management; strategy; people; incident planning, response and recovery; and assurance and oversight. It is supplemented by further resources, including cyber security training and a cyber security toolkit.

Access the Government’s new Cyber Governance Code of Practice