FCA: Enhancing the National Storage Mechanism – PS24/17

On 20 December 2024, the Financial Conduct Authority published PS24/17, Enhancing the National Storage Mechanism (NSM). This follows publication of a consultation paper (CP24/17) by the FCA in August 2024 (see further here) and it summarises the feedback received, the FCA’s longer-term plans for the NSM, and topics not addressed in the consultation. Where appropriate, the FCA also sets out its response to the feedback and the final rules and guidance.

Views on purpose of NSM and ways of developing it

Chapter 2 of CP24/17 set out the wider context of the FCA’s proposed rule changes and included a high-level description of its plans to improve the NSM. In light of responses, the FCA plans to develop enhancements to the NSM that are in line with its purpose as a permanent record, a digital audit trail and a digital hub, as described in CP24/17. Feedback emphasised the need to avoid undue burdens on issuers and the FCA will remain mindful of this as it develops the facility. Any further changes to the rules will be subject to consultation.

Metadata requirements

Chapter 3 of CP24/17 set out the FCA’s proposed metadata requirements for issuers and persons subject to DTR 6.2 and 6.3. The FCA confirms that it has made the rule changes it consulted on. As a result, among other things the rules will:

• Amend and extend the requirement in DTR 6.2.2A R so that it requires the filer of the regulated information under DTR 6.2.2 R to provide the FCA with their name and legal entity identifier (LEI) and the name and LEI of any related issuer. The FCA has decided not to introduce an NSM-specific identifier.
• Require that issuers and persons subject to DTR 6.2.2R maintain an LEI with a registration status of ‘issued’ as per the Global Legal Entity Identifier Foundation (GLEIF).
• Provide that the proposed LEI filing requirement regarding related issuers will be optional when reporting net asset values.
• Remove the requirement in DTR 6.2.2AR(2) to notify the FCA of the classifications relevant to the regulated information using the classes and sub-classes in DTR 6 Annex 1 R, and delete DTR 6.2.2B R and DTR 6 Annex 1 R.
• Amend the headline codes and headline categories in DTR 8 Annex 2 R as proposed but no additional changes to categories have been made. All submissions to the NSM in accordance with DTR 6.2.2 R will need to include the relevant headline codes and headline categories from DTR 8 Annex 2 R.
• Require regulated information to be communicated to Primary Information Providers (PIPs) in a way which clearly identifies the relevant names, LEIs, and headline information.

Requirements for PIPs

All PIPs will be required to use an FCA-specified Application Programming Interface (API) and schema for submitting information to the NSM. The FCA’s guidance on these rules, which is set out in the new technical note in Appendix 2 (Filing of regulated information with the FCA by Primary Information Providers (PIPs)), has been updated to address feedback from the PIPs regarding certain aspects of the schema.

Several amendments have been made to the list of regulatory bodies in DTR 8 Annex 1 R, which specifies the organisations that PIPs are not permitted to charge for the dissemination of regulated information.

Based on feedback from the PIPs regarding the time needed to implement the required system changes, as noted below, the new rules will come into force on 3 November 2025. The technical note guidance will take effect at the same time.

Implementation

The new rules, which are set out in Appendix 1 to PS 24/17, will appear in the FCA Handbook on 3 November 2025, which is when they will come into force.

The FCA states that it will continue to liaise with PIPs regarding the required system changes, the intention being to provide PIPs with a testing environment so that there will be at least 3 months to test the new arrangements ahead of the go-live date in November 2025. The FCA will also continue to review the applicability of the guidance in the new technical note and may issue an updated version of it prior to November 2025 to reflect changes that arise during the implementation process. The technical note guidance will take effect on 3 November 2025.

The FCA will provide more information in 2025 on what issuers and users of the NSM can expect to change as a result of the new rules.

(FCA, Enhancing the National Storage Mechanism -Policy Statement PS 24/17, 20.12.2024)

Parliament: The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 - SI 2024/1377

On 19 December 2024, the Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 were made and published, together with an Explanatory Memorandum. A draft of these Regulations was published on 31 August 2024.

These Regulations widen the range of circumstances in which individuals may apply to the Registrar of Companies (Registrar) to protect their usual residential address (URA) and the home address where an individual usually lives where it appears on the register at Companies House.

Currently, a URA can be protected in a limited range of circumstances, as set out under regulation 9(1) Companies (Disclosure of Address) Regulations 2009. Individuals can apply to protect their URA where it was placed on the register under certain provisions in the individual’s capacity as, among other things, a director, member, or person with significant control of a company. However, individuals cannot currently apply to protect their URA where it is currently or was formerly used as a company’s registered office address (ROA).

These Regulations mean that an individual can also apply to protect a URA where it was previously used as a company’s ROA. However, individuals will still not be able to apply to protect a URA that is a company’s current ROA, to ensure that companies have a visible ROA on the register.

However, the Regulations do allow the Registrar to disclose a protected address that was used as a ROA by a dissolved company at the point of its dissolution to a person who is permitted under section 1029 Companies Act 2006 to apply to the court to restore a dissolved company to the register. Such persons need the protected address to complete a court form needed in a restoration application.

In addition, the Regulations make some amendments to company law provisions as applied to limited liability partnerships (LLPs), including to apply the new provisions relating to protection of URAs to LLPs with modifications. They also make some amendments to company law as applied to LLPs that are consequential on the reform of certain company law provisions by the Economic Crime and Corporate Transparency Act 2023. These amendments will ensure the framework for LLPs keeps in step with that for companies.

These Regulations will come into force on 27 January 2025

(DBT, The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024, 19.12.2024)

(DBT, Explanatory Memorandum, The Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024, 19.12.2024)