Corporate Law Update: 21 December 2024 - 10 January 2025

10 January 2025

This week:

Government review of notifiable transactions under national security and investment regime

The Government has published its statutory review of the regulations that require certain proposed acquisition to be notified under the UK’s national security and investment screening regime.

Under the National Security and Investment Act 2021 (Notifiable Acquisition) (Specification of Qualifying Entities) Regulations 2021 (the NARs), a proposed acquisition must be notified to the Government and cannot be completed without clearance if:

  • it involves the acquisition of shares or voting rights in an entity and will result in certain percentage thresholds of shares or voting rights being exceeded or met;
  • the entity carries on activities in, or supplies goods or services to persons in, the United Kingdom; and
  • the entity operates in any of 17 specified sectors (often referred to as sensitive sectors).

The 17 sensitive sectors are advanced materials, advanced robotics, artificial intelligence (AI), civil nuclear, communications, computing hardware, critical supplies to government, cryptographic authentication, data infrastructure, defence, energy, military and dual-use, quantum tech, satellite and space tech, suppliers to the emergency services, synthetic biology and transport.

The Government has concluded that, overall, the NARs are achieving their objectives, but that a small number of potential improvements could be made.

In particular, the review highlights that there may be some areas relating to AI and data infrastructure that are not currently covered by the NARs but may present risk (the implication being that they could be brought within scope). The review does not provide specifics, but it does note generative AI as an area that may warrant inclusion.

The review also highlights that there may be potential for narrowing or clarifying certain sectors, such as AI, advanced materials, defence and synthetic biology. Again, it does not provide specifics, although it notes feedback that the AI sector may currently be too broad.

The Government has committed to keeping the NARs under review.

Read the Government’s review of mandatory notification under the UK’s national security and investment regime

Regulations made to further protect residential addresses

Regulations have been made to extend the ability for individuals to protect their usual residential address (URA) from view at Companies House.

They are substantially similar to the draft regulations the Government previously published in November 2024.

The regulations will allow any individual to apply to suppress their URA from public view if it has previously been used by a company or a limited liability partnership (LLP) as its registered office address (which, until now, has not been possible).

The regulations come into force on 27 January 2025 and applications can be made from that date.

If the company or LLP has been dissolved, the individual must wait for six months before applying. In addition, Companies House will make the URA available to anyone who wishes to apply to restore the company or LLP to the register (as the applicant will need the address to make the application).

The application will need to identify each document in which the individual’s URA appears.

The individual does not need to meet any conditions or provide any justification (such as a threat of violence or intimidation) to suppress their URA.

The regulations do not allow an individual to hide their URA from public view if it is the company’s or LLP’s current registered office address, as the registered office operates as an address at which a company or LLP can be served with documents.

Companies House will leave the “outward code” from the post code of the address unobscured. This means the first three or four characters of the post code (e.g. EC4A). If the address does not have an outward code, Companies House will leave the geographical area unobscured (e.g. Liverpool).

The regulations provide a much needed and long-awaited solution to the problem of suppressing an individual’s URA from public view. Public disclosure of an individual’s residential address can pose significant security risks.

Legal advisers are frequently asked to assist with suppressing an individual’s residential address from public view where it has also been used as an entity’s registered office. However, until now, Companies House has had no power to do this and there has been no formal procedure for requesting it.

Individuals who find themselves in this position will very shortly have a solution and should contact their legal adviser for assistance if they wish to suppress their address.

Access the Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024

FCA sets out next steps for the National Storage Mechanism

The Financial Conduct Authority (FCA) has published Policy Statement PS24/19, setting out is proposals for improving the functionality of the UK’s National Storage Mechanism (NSM), following its consultation in August 2024.

The NSM is a free-of-charge, public online archive of company information. It enables users to access and download information about issuers of publicly traded securities.

The NSM plays a role in the UK’s capital markets, with issuers being required to submit certain information to it under the FCA’s UK Listing Rules, its Disclosure Guidance and Transparency Rules (DTR) and the UK Market Abuse Regulation.

The FCA has confirmed it intends to implement its proposals broadly as set out in its consultation.

Appendix 1 to the policy statement sets out the changes the FCA is proposing to make to its Handbook. These will come into effect on 3 November 2025.

Appendix 2 to the statement sets out a new Technical Note to guide primary information providers (PIPs) in meeting their obligations to provide regulatory information.

Access FCA Policy Statement PS24/19 on improving the National Storage Mechanism (NSM)