Corporate Law Update: 25 November - 1 December 2023

01 December 2023

This week:

Draft legislation for public offers of securities introduced to Parliament

The Government has introduced draft regulations into Parliament which, if they become law, will set out the UK’s future regime for regulating public offers of securities.

The new regime will replace the UK’s existing securities prospectus regime when the UK Prospectus Regulation (derived from the EU Prospectus Regulation) is repealed.

The Government previously published a near-final draft of the regulations in July 2023. The regulations introduced to Parliament are in substantially the same form as that near-final draft, save for minor changes relating to rules which the Financial Conduct Authority will be able to make.

Read more about the UK’s new regime for public offers of securities in our previous in-depth piece

Access the draft Public Offers and Admissions to Trading Regulations 2023 (opens PDF)

Update on removing an overseas entity from the Register of Overseas Entities

Companies House has confirmed that it is continuing to work on implementing a solution to allow an overseas entity to apply to be removed from the UK’s Register of Overseas Entities.

Although the legislation allowing removal applications has come into force, as yet Companies House has not implemented a procedure for doing so.

Companies House is not permitted to remove an overseas entity from the register if the entity is registered as the proprietor of land in the UK. It has said that it is continuing to work with the UK land registries on a process to remove an overseas entity and that it expects this service to be available early in 2024.

It has also said that it will consider the situation of any overseas entity that is currently waiting to make an application for removal and take “a fair approach to enforcement”, although it has not clarified what this would entail.

If you have any questions on removing an overseas entity, please speak to your Macfarlanes contact.

Read the updated Companies House guidance on removing an overseas entity from the register