Companies House: Further guidance on identity verification and ACSPs published

On 18 March 2025, Companies House published additional guidance on identity verification for directors and others and updated guidance for Authorised Corporate Services Providers (ACSPs).

Verifying your identity for Companies House

For those who will need to verify their identity at Companies House, this guidance explains the following:

• Ways to verify identity – This can be done online from 8 April 2025 if the individual has the required identity documents or information. For those living in the UK who cannot verify online, the Post Office may be an alternative route. An ACSP is a further route for identity verification.
• What happens on verification – Individuals will receive a unique identifier known as a Companies House personal code and that will connect an individual’s verified identity to the Companies House records.
• Using the Companies House personal code – Those who become directors after Autumn 2025 will need to provide their personal code as part of new appointment and company incorporation filings. Existing directors as at Autumn 2025 will need to provide their personal code as part of the company’s next confirmation statement filing. People with significant control (PSCs) will need to provide their personal code to Companies House from Autumn 2025 but further guidance on this is to be published soon.

When you need to verify your identity for Companies House

This guidance explains that ACSPs need to verify their identity from 18 March 2025 if they want to apply to Companies House to be an ACSP. Registered ACSPs will be able to verify the identity of clients from 8 April 2025.

Directors and PSCs can voluntarily verify their identity from 8 April 2025.

Individuals who file at Companies House will be required to verify their identity in due course.

Service for applying to register as an ACSP

The Government has launched a webpage for the new service enabling individuals or businesses to apply to Companies House for registration as an ACSP. This will be necessary if the intention is to verify identities as an ACSP.

Companies House: Guidance on striking off or dissolving a company or restoring it to the Companies House register published

In light of changes to Part 31 of the Companies Act 2006 (Dissolution and restoration to the register) being made by the Economic Crime and Corporate Transparency Act 2023, Companies House has published new guidance on both how a company can be removed from the Companies House register (through the ‘striking off’ or ‘dissolving’ procedure) and how it can be restored to the Companies House register.

Striking off or dissolving a company

This guidance relates to both an application for voluntary strike off of a company and striking off by the Registrar of Companies (Registrar).

In relation to voluntary strike off, it sets out who can make an application, the application process, when an application can be withdrawn and the consequences of not following the requirements in relation to strike off applications. It then sets out the circumstances when the Registrar can strike off a company. These now include when a company was registered on a false basis and when it does not change its registered office address from a default address allocated by Companies House.

The guidance also explains what happens to the assets of a dissolved company and how an objection to a dissolution can be made.

Similar guidance has been published for limited liability partnerships (LLPs).

Restoring a company to the Companies House register

The court can restore a company to the Companies House register on delivery of a court order to the Registrar and this guidance explains the process. It also explains the process for administrative restoration, whereby an application can be made to the Registrar in certain circumstances for a company that has been dissolved or struck off to be restored to the register at Companies House.

Similar guidance has been published for LLPs.

DBT: The Economic Crime and Corporate Transparency Act 2023 (Commencement No. 4) Regulations 2025 No. 349

FCA: Primary Market Bulletin 54

On 14 March 2025, the Financial Conduct Authority (FCA) published Primary Market Bulletin 54 (PMB 54). In it, the FCA sets out its continued concerns around the unlawful disclosure of inside information during M&A transactions. It also provides an update to Policy Statement PS24/19 and an update on CP25/4 published by the FCA on 7 March 2025.

Strategic leaks and unlawful disclosure

The FCA has seen an increase in instances where material information on live M&A transactions appears to have been deliberately leaked to the press. Examples are details of discussions between an offeree company board and a potential offeror following an approach for a possible offer, or where the offeree board has rejected an approach but an increased offer is likely. The FCA notes that in many cases, the information leaked constituted inside information under article 7 of the UK Market Abuse Regulation (UK MAR) and resulted in a significant effect on the share price of the offeree company and/or the offeror.

The FCA is concerned about leaks which occur inadvertently, by hinting at market sensitive information (even if specific details are not mentioned), and about strategic leaks where inside information is deliberately given to the press by individuals at an issuer or its advisers. These leaks can cause significant movement in share prices and trigger the improper dissemination of information, damaging the smooth operation and integrity of markets.

In PMB 54, the FCA includes a reminder of what constitutes unlawful disclosure and a reminder that the FCA can impose unlimited fines, order injunctions, or prohibit regulated firms or approved persons for breaches of UK MAR. Regulated firms and individuals are also reminded of their obligations under the FCA’s Code of Conduct Rules (in particular COCON 2.1 which requires that individuals must act with integrity and observe proper standards of market conduct).

While the FCA has previously communicated best practice in mitigating unlawful disclosure and limiting market abuse in PMB 42 and PMB 52, it is concerned that individuals directly involved in transactions appear to be handling inside information poorly and taking inadequate action to prevent leaks. It is also concerned that a culture may have developed among market participants where strategically leaking inside information to the media is acceptable during a transaction despite the fact that anyone unlawfully disclosing inside information, deliberately or otherwise, risks being investigated for market abuse.

The FCA points out that firms can mitigate reputational and professional risk by taking precautions when dealing with inside information and adopting a firm stance to combat any form of unlawful disclosure. Written policies and procedures for identifying and handling inside information need to be accompanied by culture and practices which actively discourage leaks.  

The FCA also reminds issuers and advisers of Rule 2.1(a) of the Takeover Code which states that ‘Prior to the announcement of an offer or possible offer, all persons privy to confidential information, and particularly price-sensitive information, concerning the offer or possible offer must treat that information as secret and may only pass it to another person if it is necessary to do so and if that person is made aware of the need for secrecy. All such persons must conduct themselves so as to minimise the chances of any leak of information.’

Enhancing the National Storage Mechanism

The FCA refers to Policy Statement PS24/19 published in December 2024. This summarises feedback to the FCA’s consultation on the National Storage Mechanism and sets out the FCA’s response.  The rule changes will come into force on 3 November 2025. The FCA points out that Chapter 3 of PS24/19 explains the new metadata requirements for issuers which will be covered in more detail in a future Primary Market Bulletin.

Publication of Quarterly Consultation CP25/4

The  FCA’s 47th Quarterly Consultation Paper (CP25/4) was published on 7 March 2025.See further here. The FCA reminds those interested that the consultation on its proposal to amend UKLR 11.5.5R runs until 14 April 2025.

(FCA, Primary Market Bulletin 54, 14.03.2025)

Office for Equality and Opportunity; Equality (Race and Disability) Bill – Mandatory ethnicity and disability pay gap reporting - Consultation

On 18 March 2024, the Office for Equality and Opportunity published an online consultation seeking views on how to introduce mandatory ethnicity and disability pay reporting for large employers (those with 250 or more employees). Responses to the consultation will help to shape proposals to be included in the Equality (Race and Disability) Bill, which was announced in the King’s Speech in July 2024.

Views are sought on a number of questions including the following

• Whether large employers (who already have to report on their gender pay gap) should be required to report on their ethnicity and disability pay gaps.
• Whether large employers should have to report the same set of six pay gap measures for ethnicity and disability as they do for gender pay gaps so that the same processes and systems already in place for gender pay gap reporting can be used. It is also proposed that it be mandatory for employers to report on the overall breakdown of their workforce by ethnicity and disability and the percentage of employees who did not disclose their personal data on their ethnicity and disability. This is to give context to the figures and views are sought on this.
• Whether large employers should have to produce action plans for ethnicity and disability pay gap reporting. The consultation states that action plans can help employers identify why they have a pay gap and how they intend to close it. Employers can also use action plans to explain the reasons behind any pay gaps and set out the actions they are taking to improve equality in their workforce, while employees can use the action plan to understand the actions that their employer is taking and to hold them to account. 
• Whether the same reporting dates should be used as for gender pay gap reporting and also whether employers should report their ethnicity and disability pay gap data online, in a similar way to the gender pay gap service.
• Employees would be asked to report their own ethnicity, but there would be an option to opt out of answering, such as ‘prefer not to say’ and large employers would collect ethnicity data using the GSS harmonised standards for ethnicity. Views on this are requested.
• The proposals for calculating and reporting ethnicity pay gaps, which include having a minimum of 10 employees in any ethnic group that is being analysed and having three options for binary classifications
• The proposal to take a binary approach to calculating the disability pay gap which would mean measuring it by comparing the pay of disabled employees with non-disabled employees, with there having to be minimum of 10 employees in each group being compared in terms of pay.

The consultation closes on 10 June 2025.  A separate call for evidence is to be launched seeking views on making the right to make equal pay effective for ethnic minority and disabled people and other areas of equality law.

(Office for Equality and Opportunity; Equality (Race and Disability) Bill – Mandatory ethnicity and disability pay gap reporting – Consultation, 18.03.2025)

FRC: Updates to reflect company size threshold amendments

On 21 March 2025, the Financial Reporting Council published updates to existing publications to reflect changes to UK company size thresholds which are due to come into effect from 6 April 2025.

The changes, introduced in the The Companies (Accounts and Reports) (Amendment and Transitional Provision) Regulations 2024 (SI 2024/1303), are designed to reduce the reporting burden on companies by:

• Increasing the turnover and balance sheet criteria that help determine whether a company is a micro-entity or small, or medium-sized, or large by approximately 50%.
• Removing several reporting requirements from the directors’ report where overlap with other reporting requirements or little material value to users of company reporting has been identified.

The following publications have been issued to help stakeholders understand the changes:

• A summary document outlining the changes to company size thresholds, along with key considerations for stakeholders.
• Amendments to ‘FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and ‘FRS 105 The Financial Reporting Standard applicable to the Micro-entities Regime’ (an accompanying impact assessment is also published).
• An updated Overview of the financial reporting framework. This aims to assist particularly smaller entities by providing an overview of the simpler financial reporting regimes that may be available to them.
• Updated and streamlined Scoping Tables that set out Companies Act 2006 disclosure requirements for the strategic report, the directors’ report and the energy and carbon report. This publication supersedes Appendices II, III, IV(a) and IV(b) in the ‘Guidance on the Strategic Report’ (2022).
• An updated version of FRS 102 Factsheet 8 - Climate-related matters.

(FRC, Updates to reflect company size threshold amendments, 21.03.2025)