Corporate law update: 19 - 25 July 2025

This week:

National security and investment regime reforms in the pipeline

The Government has announced a package of proposed measures to update the UK's national security and investment (NSI) regime.

Under the NSI regime (which is set out in the National Security and Investment Act 2021), the Government has the power to intervene in and, ultimately, block certain acquisitions of shares or assets if it believes the acquisition poses a risk to the UK's national security.

Certain types of acquisition in certain "sensitive sectors" trigger mandatory notification, in which case the buyer may not proceed with the acquisition until it has received approval from the UK Government. (Transactions outside of these sectors can be notified on a voluntary basis, which buyers may consider doing to avoid the possibility of proactive intervention by the Government.)

The proposed reforms follow proposals set out in the Government's Modern Industrial Strategy, published in June 2025. You can read more about the UK's Modern Industrial Strategy in our separate in-depth piece.

The key points to note are as follows.

• New exemptions from notification. The Government intends to remove the requirement to notify certain internal reorganisations and the appointment of liquidators. It intends to present secondary legislation in due course.
  
  We note the specific reference to "certain" reorganisations and will need to see in due course precisely what types of transaction fall within the new exemption.
• Sensitive sectors. The Government has launched a 12-week consultation on the 17 sensitive sectors in which notification under the NSI regime is mandatory. The consultation closes on 14 October 2025.
  
  Rather than instituting wholesale change, the consultation proposes to update and reorganise certain sectors, including Advanced Materials, Artificial Intelligence, Communications, Critical Supplies, Data Infrastructure, Energy, Supplies to Emergency Services, and Synthetic Biology. This reorganisation will result in new areas for Semiconductors and Critical Minerals, which will be based on parts of the existing Advanced Materials sector.
  
  Finally, the consultation also proposes a new area to cover acquisitions in the Water sector.

Alongside these proposals, the Government has published its annual report on the NSI regime for 2024/2025. The report provides statistics on (among other things) the number of notifications made, time periods for responding to a notification, the number of transactions called in for further investigation, and the proportion of call-in transactions that were cleared, blocked or unwound.

Some key points worth noting include the following.

• The sectors accounting for the most call-ins were Defence (36%), Military and Dual-Use (29%) and Advanced Materials (27%). Buyers looking to acquire in these sectors should therefore prepare for a more rigorous process of scrutiny by the Government.
• Call-ins most frequently involved buyers associated with the UK (48%), China (32%) and the USA (20%). The figures for the UK and USA reflect the fact that these jurisdictions generated the highest and second-highest number of notifications. However, it is worth noting that Chinese acquirers accounted for relatively few notifications but a high number of call-ins.
• On average it took between 6 and 8 working days to accept a notification, a further 29 working days to issue a call in (where applicable), and either a further 24 working days to clear a call-in transaction or a further 70 working days to issue a final order (blocking the acquisition or allowing it to proceed subject to conditions). This gives an overall timeline of up to around 107 working days on average from notification to final decision in more complex cases, which acquirers in sensitive jurisdictions should build into their transaction timetables.

Read the Government's ministerial statement on updates to the UK's national security and investment regime

Read the Government's consultation on mandatory notifications under the UK's national security and investment regime

Read the Government's National Security and Investment Act 2021 annual report for 2024/2025 (PDF)

Regulation made to expand ability to suppress personal information on the public companies register

New regulations have been made which expand the range of circumstances in which an individual can apply to have their personal information hidden from the public register kept by Companies House. (The regulations are substantially the same as the draft previously published in May 2025.)

Applications to suppress personal information are governed by the Companies (Disclosure of Address Regulations) 2009 (the 2009 Regulations). Previously, a director of a UK company (or the company itself) could apply to prevent Companies House from displaying the individual's residential address on the public register and/or from disclosing it to credit reference agencies (CRAs).

The same regime applies to members of a UK limited liability partnership (LLP).

The new regulations now expand this regime in the following respects.

• An individual can now apply to suppress their signature, their business occupation and the "day element" of their date of birth from public view. (The day element means the day of the month and year in which the individual was born. For example, for an individual born on 4 April 1980, the "day element" is "4". This information is already automatically suppressed for certain individuals, including directors and PSCs.) There is no need to give any particular reason in the application.
• To restrain disclosure to CRAs, an individual must show that disclosure would expose them to a serious risk of violence or intimidation by virtue of a connection with a UK company or LLP. The draft regulations would expand this to include connections with UK limited partnerships.
• Any individual can now apply to suppress their residential address from public view, and not merely directors, statutory secretaries and persons with significant control (PSCs).
  
  There are some exceptions to this, such as where the residential address is also the registered office address of an active company or forms part of a company's name. If the residential address is also the registered office address of a dissolved company, the individual must wait six months following the dissolution before applying.

The draft regulations came into force on 21 July 2025.

Access the Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (SI 2025/874)

Draft legislation published for payment practice reporting in annual reports

The Government has published draft regulations which, if made, would require large companies to publish information on their invoice payment practices in their annual report.

The draft legislation follows up on a commitment by the Government in its Modern Industrial Strategy, published in June 2025. You can read more about the UK's Modern Industrial Strategy in our previous stand-alone piece.

The new regulations would replicate in part the UK's existing payment practices reporting regime (PPRR), under which large UK companies and limited liability partnerships (LLPs) must publish a half-yearly report setting out their practice for paying supplier invoices, as well as statistics for payment of invoices over the preceding year.

In particular, the new annual reporting duty would apply to the same size of company (i.e. those that qualify as large for UK accounting and financial reporting purposes) and the same types of contract.

It would also require disclosure of the same payment metrics, namely:

• average number of days taken to pay invoices;
• the percentage of invoices and sum total paid within the first 30 days, between 31 and 60 days, and after 60 days from receipt of invoice; and
• the percentage of invoices and sum total that were not paid during the applicable payment period.

However, the new annual duty would not include certain information currently be published under the PPRR. For example, a company would not be required to include in its annual report:

• a description of the maximum payment period it entered into during the financial year;
• an explanation of the company's process for resolving supplier payment disputes;
• details of any supply chain finance or deduction arrangements the company applies; or
• whether the company's invoice payment policies provide for electronic invoice submission and tracking, and whether the company has signed up to a code of conduct or standards.

In addition, the new annual reporting regime does not require disclosure of the more detailed information relating to construction contracts that was introduced into the PPRR in April 2025.

The draft regulations do not amend or revoke the existing PPRR. This means that large companies will continue to be required to report the full gamut of information under the PPRR twice a year - once six months into their financial year, and once at the end of their financial year - and to do so through the Government's payment practices reporting portal.

However, alongside this, companies will need to publish a portion of this information in their annual report. Given the reporting periods are aligned, this should hopefully be a case of listing the relevant information and placing it into the annual report.

The draft regulations apply only to companies, but we can expect the same changes to be made in relation to LLPs.

Access the draft Companies (Directors' Report) (Payment Reporting) Regulations 2025

Register of Overseas Entities: disclosure of beneficial owners for pre-2023 period delayed

In May 2025, we reported that Companies House had published an update to its guidance on the Register of Overseas Entities (ROE) regime, stating that, from 31 July 2025, an overseas entity registered on the ROE will need to file (in its next annual update statement) details of any change in its beneficial owners during the so-called "pre-registration period".

The "pre-registration" period for an overseas entity began on 28 February 2022 and (broadly speaking) ended on 31 January 2023 or the date on which the entity registered on the ROE (whichever is earlier).

Companies House has now updated its guidance again to confirm that this requirement has now been postponed to "a later date". There are currently no details of when this might be.

When the new requirement does come into force, an overseas entity will need to disclose not only changes in its beneficial owners during the pre-registration period, but also changes relating to trusts of which any of the entity's beneficial owners was a trustee. This includes beneficiaries, settlors, protectors and enforcers.

Access Companies House's guidance on filing an annual update statement for the Register of Overseas Entities

For more detail, read our (now superseded) previous article on the new pre-registration period requirements under the Register of Overseas Entities

Government to expand registration under the Trust Registration Service (TRS)

The Government has set out plans to expand the circumstances in which trusts are required to register with HM Revenue & Customs under the UK's Trust Registration Service (TRS).

Broadly speaking, trusts that are taxable in the UK are required to register on the TRS. However, certain non-taxable trusts are also required to register.

This includes all UK express trusts, but non-UK express trusts that acquired an interest in UK real estate on or after 6 October 2020. A series of exemptions applies, which means that some trusts that would otherwise be required to register on the TRS are not required to do so.

Non-UK trusts that hold UK real estate and acquired that land before 6 October 2020 are not required to register unless they become taxable in the UK. The Government now intends to address this by bringing all non-UK trusts that hold UK real estate within the scope of registration.

It also intends to make information on these non-UK trusts (which is currently private) available to the public, subject to a "legitimate interest" test (namely, that the person requesting the information has an interest in investigating money laundering or terrorist financing).

Conversely, the Government will also introduce a new "de minimis exemption", under which small value trusts are not required to register. This will not apply retrospectively, meaning that existing trusts that would otherwise fall within the new exemption will need to maintain their registration on the TRS.

Access the Government's response to its consultation on changes to the Trust Registration Service (PDF)

Other items

• The Financial Conduct Authority (FCA) has published Primary Market Bulletin 56. The Bulletin explains how the FCA is using data and technology to strengthen monitoring and enforcement of position reporting, including under the UK Market Abuse Regulation. It also contains guidance on certain transitional provisions under the UK Listing Rules that are soon to end.
  
  Read FCA Primary Market Bulletin 56
• The Financial Reporting Council (FRC) is consulting on proposed amendments to FRS 102 (The Financial Reporting Standard applicable in the UK and Republic of Ireland). Broadly speaking, the amendments reflect the replacement of IAS 1 with IFRS 18 for reporting periods beginning on or after 1 January 2027, which will form the basis for the adapted balance sheet and profit and loss statement formats under FRS 102. The consultation closes on 10 October 2025.
  
  Access the FRC consultation on amendments to FRS 102 to reflect IFRS 18 (opens PDF)
• The Financial Reporting Council (FRC) has published the findings of the market study into the audit and corporate reporting challenges faced by small and medium-sized enterprises (SMEs) it launched in February 2025. The report identifies challenges in the SME audit market and suggests solutions. The FRC intends to conduct further, targeted engagement over the second phase of the study to gather further information and develop remedies. It welcomes responses to the findings report by 17 October 2025.
  
  Access the FRC's findings following its study of the SME audit market (opens PDF)
  
  Access the FRC's "at a glance" findings following its SME audit market study (opens PDF)
• The Takeover Panel has published its annual report for 2024/2025. The report sets out the Panel's activity over the year and certain financial information.
  
  Access the Takeover Panel's annual report for 2024/2025 (opens PDF)