Companies House: ECCTA outline transition plan for Companies House updated

On 12 March 2025, Companies House updated its outline transition plan in relation to the changes being introduced to Companies House by the Economic Crime and Corporate Transparency Act 2023 (ECCTA).

New dates are now as follows:

• From 18 March 2025, Companies House should be able to:
  • expedite the striking off of companies where the registrar has concluded the company has been formed for a false basis
  • carry out checks on Authorised Corporate Service Providers (ACSPs) to authorise them to carry out verification services.
• From 8 April 2025, Companies House should be able to allow individuals to voluntarily verify their identity.

Companies House has updated its guidance How to meet Companies House identity verification standard and its guidance Applying to register as a Companies House authorised agent to reflect these dates. For more information see here.

(Companies House, ECCTA outline transition plan for Companies House, 12.03.2025)

FCA: Letter to Treasury Select Committee on FCA’s enforcement work

On 11 March 2025 the Financial Conduct Authority (FCA) published the letter it had sent to the Treasury Select Committee at the House of Commons setting out the FCA’s proposed next steps in relation to both its transparency around enforcement investigations and diversity and inclusion in financial services.

Enforcement investigations

The FCA originally consulted on proposals to increase transparency around enforcement investigations in the public interest in February 2024, and then published certain modified proposals for further consultation in November 2024 (see further here). The consultation on those further proposals closed in February 2025 and the FCA has considered the feedback.

It notes that while consumer and whistleblowing groups generally supported greater transparency, industry remains largely opposed to certain aspects, specifically publicising an investigation into a regulated firm carrying out authorised activity when a public interest test is met. Given the lack of consensus, the FCA will not proceed with this and will continue to adopt its existing exceptional circumstances test to determine if it should publicise investigations into regulated firms.

However, the FCA does plan to proceed with the following aspects of its proposals, as they have broad support:

• Reactively confirming investigations which are officially announced by others, typically market announcements or other disclosures made by firms themselves or sometimes announcements by a partner regulator. Of the FCA’s 37 open investigations into regulated or listed firms, 22 are already public, but the FCA’s current approach means that, even when the investigation is already known, it is generally not able to confirm or deny its existence.
• Public notifications which focus on the potentially unlawful activities of unregulated firms and regulated firms operating outside the regulatory perimeter, where doing so protects consumers or furthers the investigation. Around 60% of the FCA’s investigations into firms relate to activities of unregulated firms, which are often frauds involving significant consumer harm, where the FCA has no supervisory tools available.
• Publishing greater detail of issues under investigation on an anonymous basis, perhaps via a regular bulletin such as Enforcement Watch. The FCA hopes this may help highlight more quickly significant areas of concern and where firms may consider making improvements.

The FCA expects to continue to engage actively with stakeholders before publishing a final policy statement by the end of June 2025, alongside an updated copy of the FCA’s Enforcement Guide.

Diversity and inclusion

The FCA confirms that it and the PRA have no current plan to publish new rules on diversity and inclusion in financial services and will continue to support voluntary industry initiatives.

(FCA, Letter to Treasury Select Committee on the FCA’s enforcement work and diversity and inclusion, 11.03.2025)

FCA: Quarterly Consultation No.47 - CP25/4

On 7 March 2025, the Financial Conduct Authority (FCA) published Quarterly Consultation No. 47 setting out proposed miscellaneous amendments to the FCA Handbook. These include amending UK Listing Rule (UKLR) 11.5.5R (relevant related party transactions concerning closed-ended investment funds) to cater for an unintended omission from Chapter 11 of the new UKLR sourcebook.

Under the old Listing Rules, the effect of LR 11.1.7R(4) was that the company should exclude the related party and their associates from voting on relevant related party transactions. In PS24/6, the FCA confirmed that for closed-ended investment funds, they would retain, among other things, a requirement for shareholder votes and related circular requirements for relevant related party transactions ie, certain transactions where any percentage ratio (which is the class test calculation) is 5% or more (or is uncapped) (UKLR 11.5.5R).

The FCA also did not intend to change its policy approach regarding the exclusion of the related party and its associates from a vote on a relevant related party transaction in the UKLRs but it omitted the previous LR 11.1.7R(4) requirement from the UKLRs. As a result, it now intends to amend UKLR 11.5.5R to include the previous LR 11.1.7R(4) requirement to correct this omission.

The FCA plans to make this proposed change to the Handbook as soon as possible and to implement the change from the day after the final rules are made. Comments on this proposal are requested by 14 April 2025.

(FCA, Quarterly Consultation No 47 – CP25/4, 07.03.2025)

Companies House: Joint online filing service with HMRC to be discontinued in 2026

On 6 March 2025, Companies House announced that the joint online filing service, whereby companies can file their accounts and company tax returns at the same time with Companies House and HMRC, is to close on 31 March 2026.

From 1 April 2026, companies will be able to file their annual accounts with Companies House using third party software, Companies House web services or paper filing. However, companies will need to use software to file their tax return with HMRC.

Companies House recommends that companies do the following:

• Download and save at least 3 years of accounts filings as companies will not be able to access any previous filings on this service after 1 April 2026, so this should be done by 31 March 2026.
• Start considering their software filing options so that filing needs for both Companies House and HMRC can be met.

Further guidance for companies is provided by Companies House in Closure of the service to file your company accounts and tax return.

(Companies House, The online accounts and Company Tax Return service is closing, 06.03.2025)