Technical Briefing September 2025

Of interest to all those working in corporate governance

NEW REGULATION

On 5 August, Companies House confirmed that, from 18 November 2025, all new company directors and people with significant control (PSCs) will be legally required to verify their identity under the Economic Crime and Corporate Transparency Act 2023. 

Existing directors will need to confirm they have verified their identity at the same time as they file their next annual confirmation statement, during a 12-month transition period. Existing PSCs will need to verify their identity within 12 months of the commencement of mandatory identity verification on 18 November. The period for doing this will depend on their situation and Companies House will provide clear advice about when they will need to do it.

For more information, read the guidance on when to verify. 

There are legal updates on the changes from: Browne Jacobson, Burges Salmon, CMS, Herbert Smith Freehills Kramer, Linklaters, Mercator by Citco, Mishcon de Reya, Reed Smith and TLT.

Companies House has published a blog on the associated changes to the rules around company registers. There is also a specific note on this point from Herbert Smith Freehills Kramer and Linklaters.

Of interest to all those working in corporate governance

REQUEST FOR SUPPORT FROM MEMBERS

The Department of Business and Trade and the Department for Energy Security and Net Zero opened three consultations on sustainability reporting and transition planning on 25 June 2025 during London Climate Action Week. These aim to position the UK as a global centre for sustainable finance.

The first consultation covers climate-related transition plan requirements. UK listed companies and regulated financial institutions must prepare credible plans aligned with the 1.5°C Paris Agreement goal, based on the Transition Plan Taskforce framework, from October 2023.

The second addresses the exposure drafts of UK Sustainability Reporting Standards. These will be UK endorsed versions of IFRS S1 and S2 to provide clear, comparable sustainability related financial disclosures. The standards are expected to apply to listed companies and large private entities, with final versions due in autumn 2025.

The third consultation, Developing an oversight regime for assurance of sustainability-related financial disclosures, proposes a voluntary registration scheme for assurance providers of sustainability disclosures to build market trust and capacity.

The deadline for all three consultations is 17 September 2025. The Institute will be responding to all three consultations and, if you would be willing to help with the drafting of those responses, please contact Valentina Dotto at [email protected].

Of interest to all those working in higher education

REQUEST FOR SUPPORT FROM MEMBERS

Advance HE has published a Framework for Leading in Higher Education, designed to guide leadership practices within the sector. The framework focuses on three key dimensions: knowledge and understanding, values and mindsets, and applications and skills. It serves as a resource for self-development, preparing for promotion and supporting team and organisational development. 

Advance HE is currently seeking feedback before finalising the document in September. The Institute will be responding to the consultation. If you would be willing to help with the drafting of that response, please contact Valentina Dotto at [email protected].   

Of interest to all working in corporate governance or involved in share buybacks

The FCA has published a multi-firm review of share buybacks in UK listed equities. This includes an overview of share buybacks and products in the UK from data that the FCA collected as part of the review.  

Of interest to all working in corporate governance

The August 2025 newsletter includes articles on:

• A reminder of when you need to verify your identity for Companies House:

• You will need to provide your Companies House personal code as part of your company’s next confirmation statement from 18 November 2025. 
• If you are a director of more than one company, you will need to do this for each company using the same personal code. 
• If you’re registering a new company, you’ll be asked to provide the Companies House personal code for each director as part of the registration filing.
• People with significant control (PSCs) must verify their identity and provide their Companies House personal code. The period for doing this depends on your situation:
• If you’re both a director and a PSC of the same company, you’ll need to provide your personal code separately for each role.  
• As a director, you must provide the code in the company’s confirmation statement.  
• As a PSC, you must provide it using a separate service within 14 days of your company’s confirmation statement date. This service will be available when the requirement comes into force on 18 November 2025.
• If you’re a PSC but not a director of the same company, you must provide your personal code within the first 14 days of your birth month. For example, if your date of birth is 22 January, your 14-day period will begin on 1 January. 
• If you become a PSC after 18 November 2025, you must provide your personal code within 14 days of being added to the Companies House register.

Companies House has a specific page about Identity Verification and there are more details on the Changes to UK Company Law website.

• Companies House new powers in action: tackling company cloning  

• Access to Companies House WebFiling accounts to move to GOV.UK One Login from 13 October

• New guidance on available software for filing package accounts

• Official statistics - incorporated companies in the UK April to June 2025

• Improving Companies House services. The Companies House user research team is currently looking for people to try out a new identity verification service. We’re looking for people who:

• do not live in the UK
• do not have a biometric passport
• are from a country (or region) that does not issue biometric passports

If you meet these requirements, and you’re interested in taking part, please email them using the subject line: User research for identity verification. 

Of interest to all working in stakeholder governance

Our friends at the Investor & Issuer Forum are planning to build on the success of the Investor Forum’s Investor Showcase series - a key strand of their work to support more open and effective dialogue across the investment chain. In addition to the fourth Investor Showcase on 24 September, featuring Baillie Gifford and others, they are planning a Proxy Advisor Showcase in early October - bringing together all six major UK players – and sessions in November on Index-Tracking Investors and Asset Owners.

More details will follow in due course.

Of interest to all those working in charity governance

The UK Government’s Dormant Assets Scheme Strategy, published in June 2025, sets out a long-term plan for distributing £440 million in dormant financial assets across England. These funds, drawn from long-unclaimed financial products, are redirected to social and environmental initiatives, guided by principles of consumer protection and additionality. The strategy focuses on driving systemic change, empowering communities, and strengthening the resilience of civil society organisations.

Funding is directed towards four priority areas: youth, financial inclusion, social investment, and community wealth funds. The Youth Futures Foundation receives £132.5 million to expand access to enrichment activities, skills development, and employment opportunities for disadvantaged young people. Fair4All Finance manages an equal share to improve access to affordable credit and financial services, helping communities build financial resilience and tackle problem debt. Access (working in partnership with Better Society Capital) – The Foundation for Social Investment – is allocated £87.5 million to deliver the Community Enterprise Growth Plan (CEGP), supporting community enterprises, trading charities, and social enterprises through blended finance and targeted grants.

The National Lottery Community Fund acts as the central distributor, receiving assets from Reclaim Fund Ltd, which retains reserves for potential customer claims. The Oversight Trust provides governance, ensuring transparency, accountability, and alignment with the scheme’s principles.

In August 2025, Access published the outcome of its sector-wide consultation, involving 75 organisations, and confirmed the final design of the CEGP. The updated plan removes the match funding requirement, lowers the maximum grant to £30,000, and introduces more inclusive decision-making processes. It also clarifies eligibility for balance sheet investments and outlines improvements to the Reach Fund. Access has released a draft Investment Policy and a Post-Consultation Report and is currently engaging potential delivery partners and co-founders ahead of implementation. Formal applications will open once the Government issues its Spending Direction.

The remaining £87.5 million supports the development of Community Wealth Funds, which will establish long-term, community-led endowments in areas that have historically lacked investment. These funds aim to build local infrastructure and capacity, enabling residents to shape their futures through sustained, place-based funding.

This strategic direction builds on the outcomes of a 2022 public consultation, which attracted over 3,300 responses. The consultation demonstrated strong support for the proposed causes, reinforced the importance of community-led decision-making, and helped shape the legislative framework underpinning the scheme. It also confirmed the need for targeted funding to address deep-rooted inequalities.

Of interest to all

Linklaters has published new guidance exploring how artificial intelligence is reshaping employment practices. The document sets out the legal and operational risks employers must navigate, offering practical insights across five interconnected areas spanning law, governance and regulation.

AI is advancing faster than UK employment law can keep pace. With no direct legal provisions currently in place, employers must rely on existing frameworks while preparing for future regulation, including the EU AI Act. In the meantime, they must ensure that AI systems do not reinforce bias or discrimination. This requires regular audits and full transparency in automated decision-making.

Data protection is another concern. AI often depends on processing sensitive personal information, so organisations must comply with GDPR and define clear boundaries for monitoring and surveillance. Generative AI, in particular, introduces new governance challenges. Employers need to establish robust usage policies, train staff effectively, and embed accountability throughout their operations.

Linklaters also emphasises the importance of strategic deployment. Employers should begin with low-risk applications that enhance efficiency and reduce administrative burden, then scale up responsibly as their understanding and oversight mature.

Of interest to all those working in corporate governance

Sprintlaw UK has issued guidance on the legal requirements for retaining business records once a business stops trading. The rules apply to sole traders, partnerships, and limited companies, and set out clear retention periods for financial, tax, legal, and employment documents.

Businesses must continue to hold records even after closure. Sole traders and partnerships must keep their documents for five years after the 31 January deadline following the final tax year. Limited companies must retain records for six years from the end of their last financial year. VAT records must also be kept for six years, while employment records should be held for at least three years, depending on the circumstances.

Digital records are acceptable if they remain legible and are securely backed up. However, businesses should keep original copies of legal documents such as signed contracts and share certificates. Failure to meet these obligations can lead to penalties from HMRC, estimated tax assessments, and increased legal risk in disputes.

Sprintlaw recommends using consistent file naming, securing backups, encrypting sensitive data, and scheduling regular reviews to ensure records are disposed of appropriately once retention periods expire.

And finally, some articles that passed across my desk and struck me as being of interest to members:

Agentic AI: Agentic AI is (according to Wikipedia, and yes, I had to look it up too) “a class of artificial intelligence that focuses on autonomous systems that can make decisions and perform tasks with or without human intervention.” BDO has published a guide to agentic AI which I found quite thought-provoking (registration required). 

Objectivity in section 172: Re-examining the Current Position after Saxon Woods Investments Ltd v Costa: An article from Charles Russell Speechlys looking at the impact of a recent case on s172 and the degree to which the directors’ belief that they were acting in the company’s best interests is subject to an objective test - whether a reasonable person would agree with them.

Russian sanctions:  An interesting article from Linklaters on a recent case in which the UK Supreme Court upheld the UK’s sanctions regime. For those, like me, who like to go back to original documents, the cases were Shvidler (Appellant) v Secretary of State for Foreign, Commonwealth and Development Affairs (Respondent) and Dalston Projects Ltd and others (Appellants) v Secretary of State for Transport (Respondent).

Shareholder rule: In previous briefings, we have mentioned changes to case law relating to the ‘shareholder rule’ that companies could not assert legal advice privilege against their shareholders. As I observed last month, the number of law firms writing about this suggests to me what a big deal this case is in the legal world and there are further articles from: CMS, Gatehouse Chambers, Hogan Lovells, Holman Fenwick Willan, Osborne Clarke.
  

An interesting article from Ogier goes further and looks at the scope of appraisal rights for short-term shareholders seeking to challenge the fair value of shares acquired after notice of a proposed merger or amalgamation.

On the subject of further reading, it would be remiss of me not to mention the CGIUKI blogs published in August:

4 August - Comment: What Trump’s AI plan means for the future of governance

8 August - Governance failures at Prince Harry’s Charity

22 August - Reflections on more than six years as CEO of CGIUKI