This week:

• The requirement for companies to keep certain internal registers will be abolished from 18 November 2025
• A disposal by an LLP of all its assets amounted to a change in the nature of its business requiring the unanimous consent of its members

Requirement for most internal company registers to be abolished from 18 November 2025

Companies House has confirmed that the requirement for companies to keep certain internal statutory registers will be abolished with effect from 18 November 2025.

From that date, companies will no longer be required to keep a register of directors (or a separate register of directors’ residential addresses), a register of secretaries or a PSC register. Instead, companies will simply file details of their directors, secretaries and PSCs at Companies House. 

Companies will, however, continue to be required to keep a register of members (for most companies, its shareholders) and a register of debenture-holders. Companies may also continue to keep informal, “non-statutory” versions of the registers that are to be abolished, but there will be no right of access to those registers as there is currently. 

Although the announcement does not cover limited liability partnerships (LLPs), we anticipate that, from the same date, LLPs will no longer be required to keep a register of members or a PSC register.

At the same time, the option for companies and LLPs to keep their registers centrally at Companies House (rather than internally) will be abolished. This applies to all registers, including a company’s register of members.

The abolition of internal registers coincides with the introduction of mandatory identity verification (IDV), which also begins on 18 November 2025. You can read our previous Corporate Law Update for more information on mandatory identity verification.

Read Companies House’s announcement on changes to company registers

Disposal of an LLP’s entire business required the unanimous consent of its members

The High Court has held that the purported disposal by a limited liability partnership (by way of a declaration of trust over its assets) was invalid because it had not been approved by all the LLP’s members.

Ross v Phillips and ors [2025] EWHC 2058 (Ch) concerned an LLP whose sole assets were parcels of real estate. There was no LLP agreement relating to the LLP. One of the LLP’s members declared a trust over the LLP’s assets in favour of another LLP controlled by him.

The LLP’s other member challenged the declaration, arguing that it was invalid because she had not agreed to it (and, therefore, it had not been approved by all the LLP’s members).

Normally, an LLP’s affairs are governed by a contractual LLP agreement between the LLP and its members. The LLP agreement will typically set out what kind of approval is required for certain decisions relating to the LLP’s business.

The Limited Liability Partnership Regulations 2001 (the LLP Regs) contain a set of “default rules” that apply to an LLP where there is no LLP agreement, or in respect of certain matters if they are not covered by the LLP agreement.

Specifically, regulation 7(6) of the LLP Regs states (emphasis added):

“Any difference arising as to ordinary matters connected with the business of the limited liability partnership may be decided by a majority of the members, but no change may be made in the nature of the business of the limited liability partnership without the consent of all the members.”

The court found that disposing of the economic interest (beneficial ownership) in all the LLP’s assets amounted to a change in the nature of the LLP’s business. As a result, with no LLP agreement in place, that decision required consent from all the LLP’s members.

Because one member had not consented to the disposal, it was invalid and beneficial ownership of the assets remained with the LLP.

The conclusion that disposing of all an LLP’s assets is a change in the nature of its business is not surprising, given that existing commentary points to a similar conclusion in relation to ordinary partnerships.

However, the decision serves as useful guidance on the meaning of a “change in the nature of the business” of an LLP.

It is unusual to find an LLP that is not governed by an LLP agreement (particularly because an LLP needs to be formally incorporated, unlike an ordinary partnership, which can arise informally through the relevant parties’ conduct).

However, although different principles of interpretation will apply, the decision may well serve as a starting point for interpreting contractual provisions in an LLP agreement relating to changing the nature of an LLP’s business.

Access the High Court’s decision in Ross v Phillips on the meaning of a change in the nature of a limited liability partnership’s business