Corporate law update: 17 - 23 January 2026

• The UK’s new regime for public offers of securities and admissions to trading comes into effect
• Companies House delays new restrictions on filing documents to November 2026 at the earliest
• The Government is consulting on streamlining the UK’s merger control regime
• Other items

UK’s new public offers of securities regime comes into force

The UK’s new regime for public offers of securities and admissions to trading on capital markets came into effect on Monday, 19 January 2026.

The new regime is largely governed by the Public Offers and Admissions to Trading Regulations 2024 (the POATR). The POATR revoke the previous Prospectus Regulation, inherited from EU law.

Broadly, under the POATR, an offer of securities to the public is now prohibited unless it falls within one of several exceptions set out in the POATR. Familiar exceptions include small total value offers, offers to fewer than 150 persons and/or to qualified investors, large denomination offers, scrip dividends, and offers made in connection with a takeover.

Other exceptions include where the securities will be admitted to trading on a regulated market or a primary multilateral trading facility (MTF). In those circumstances, a form of prospectus will be required, with content requirements being set by the Financial Conduct Authority (FCA) (for regulated markets) or the platform operator (for so-called primary MTFs).

The FCA has published its new Prospectus Rules: Admissions to Trading on a Regulated Market sourcebook (PRM), which sets out the circumstances in which a prospectus is required to admit securities to trading on a regulated market (such as the London Stock Exchange Main Market) and the information it must contain. The PRM also came into effect on Monday, 19 January 2026.

Alongside this, the FCA has made changes to its Market Conduct Sourcebook (MAR) (including inserting a new Chapter 5A) to regulate admissions to trading on a primary MTF (such as AIM). MAR sets minimum requirements for a prospectus when admitting shares to a primary MTF, but otherwise gives individual market operators latitude to set prospectus content. 

The POATR also include an interesting new exception allowing offers to be made through what is described in technical terms as a “regulated platform”, but which is being referred to more colloquially as a “public offer platform” (POP). POPs will be closely regulated by the FCA.

To reflect the new regime, the London Stock Exchange (LSE) has published updated versions of its:

• Admission and Disclosure Standards, which govern admissions to its Main Market; and
• AIM Rules for Companies, which govern admissions to its AIM market.

The changes to the Admission and Disclosure Standards also confirm that the LSE will no longer be accepting applications to admit new classes of securities to its Professional Securities Market (PSM). (PSM issuers may still admit further securities of a class that has already been admitted to the PSM.)

Read our previous article for more information on the UK’s new public offers of securities regime

Access the Public Offers and Admissions to Trading Regulations 2024

Access the FCA Handbook, which contains the new PRM and updated Market Conduct Sourcebook

Read London Stock Exchange Notice N01/26 on its updated Admission and Disclosure Standards (PDF)

Access the London Stock Exchange’s updated Admission and Disclosure Standards (PDF)

Read AIM Notice 61 on the updated AIM Rules for Companies (PDF)

Access the AIM Rules for Companies (January 2026) (opens PDF)

Access the London Stock Exchange’s mark-up showing the changes to the AIM Rules for Companies (PDF) 

Government delays reforms to filing documents at Companies House

Companies House has updated its outline transition plan for reforms under the Economic Crime and Corporate Transparency Act 2023.

The updated plan notes that changes to the way documents are filed at Companies House, which were originally scheduled to come into effect in Spring 2026, will now take place no earlier than November 2026.

Under the changes, the range of persons who can file documents at Companies House will be restricted. An individual will be able to file documents on their own behalf or on behalf of another individual only if the filer has first completed identity verification (IDV).

Filings on behalf of a company will need to be made either by an ID-verified officer or employee of the company, or by an authorised corporate service provider (ACSP).

For certain entities, such as limited partnerships, filing will be possible only through an ACSP.

Any firm that is currently supervised by an appropriate regulator for anti-money laundering purposes is eligible to become an ACSP. This includes (among others) trust and company service providers, law firms and accountancy firms.

Access Companies House’s updated transition plan for the Economic Crime and Corporate Transparency Act 2023

Government consults on refining UK competition law regime

The Government is seeking views on a package of reforms aimed at improving “the pace, predictability, proportionality and process of engagement” of the UK’s competition law regime, as a complement to changes introduced by the Competition and Markets Authority (CMA) over the past year.

The key proposals include:

• legislative amendments to give more certainty on when mergers will be subject to investigation;
• giving the CMA more time to agree merger remedies in phase one investigations;
• making the CMA more accountable for key decisions in mergers and markets investigations; and
• introducing a single-phase market review regime, to replace the two-phase system of market studies and market investigations.

Read our separate in-depth piece on the Government’s proposals to streamline the UK’s competition law regime

Access the Government’s consultation on refining the UK competition law regime

Read our insight on UK and EU competition law and policy: what to look out for in 2026

Other items

• Government to abandon new audit and governance reform legislation. Last week, we reported on the fact that the Government had, in a written answer to a Parliamentary question, stated that it does not intend to publish a draft Audit Reform and Corporate Governance Bill in the current session of Parliament. The Government now confirmed, in an announcement, that it is abandoning the proposed legislation and, in a written letter, that it no longer intends to consult on the Bill. It will instead prioritise the simplification and modernisation of company reporting and legislation to enable virtual AGMs.
  Read the Government’s announcement that it is scrapping its audit reform and corporate governance legislation proposals

  Read the letter from the Department of Business and Trade regarding the Audit Reform and Corporate Governance Bill (opens PDF)

• Aquis amends Growth Market rules following new public offers regime. The Aquis Stock Exchange (AQSE) has published amended versions of its Growth Market rulebooks following the commencement of the new UK regime for public offers of securities and admissions to trading. The updated rules are effective from 19 January 2026.
  Access the Aquis Stock Exchange’s updated Growth Market rulebooks