• Draft legislation is published which would expand automatic corporate liability for the criminal acts of senior managers
• The BVCA publishes an updated suite of model documents for early-stage investments in private companies
• New legislation is published to permit access to trust information held on the UK’s Register of Overseas Entities
• Companies House publishes new guidance on how to protect an individual’s personal details from disclosure on the Register of Overseas Entities
• The EU is proposing changes to its suite of sustainability reporting and diligence legislation

New legislation would expand corporate liability for senior managers’ criminal acts

Draft legislation has been published which, if it becomes law, would expand the statutory regime under which a body corporate or partnership becomes automatically criminally liable for criminal acts of its senior managers.

Under section 196 of the Economic Crime and Corporate Transparency Act 2023, where a “senior manager” of a body corporate or partnership (an organisation) commits one of certain specified criminal offences while acting within the scope of their authority, the organisation also automatically commits a criminal offence.

Section 196 applies only to certain offences committed on or after 26 December 2023. These include (among others) fraud, bribery, theft, false accounting, counterfeiting, certain tax offences, certain financial promotion and securities law offences, and certain money laundering and sanctions offences.

Clause 130 of the Crime and Policing Bill would replace 196 and extend it to all criminal offences under the law of England and Wales, Scotland or Northern Ireland. In effect, it would make an organisation automatically criminally liable for any criminal offence committed by one of its senior officers while acting in this capacity.

The Bill is currently in the process of receiving its second reading in the House of Commons and so it only at a very early stage in its Parliamentary journey. It is likely to receive several amendments through the legislative process which might well affect the scope of the new clause. We will continue to monitor its progress.

Access the Crime and Policing Bill 2024-2025 (opens PDF)

BVCA publishes updated model document suite for early-stage investments

The British Private Equity and Venture Capital Association (BVCA) has published an updated version of its model documents for early-stage investments.

The model documents are designed to be used as a starting point for early investments in private companies by institutional investors. They are drafted specifically with a series A funding round in mind. The BVCA notes that they are not suitable for seed funding, which typically employs shorter documentation. The BVCA instead refers users to template documentation available online.

The model documents are also unlikely to be suitable for a mainstream investment by a private equity sponsor, for which we would expect more bespoke documentation.

As with previous suites published by the BVCA, the model documents comprise articles of association, a shareholders’ agreement, a subscription agreement, a “summary of terms” (effectively, a detailed heads of terms) and registration rights agreement (for use where an IPO in the United States may be a future possibility).

The model documents are available from the BVCA’s website. A user account is required to download them.

Access the landing page for the BVCA’s model documents for early-stage investments

Legislation published to permit access to trust information on the Register of Overseas Entities

Regulations have been published that will allow members of the public to apply to Companies House to obtain information on trusts held within the UK’s Register of Overseas Entities (ROE).

A draft of the regulations was published by the Government in December 2024. You can read our separate piece on the disclosure of trust information on the ROE for more information.

By way of high-level summary, the ROE was introduced under the Economic Crime (Transparency and Enforcement) Act 2022 (the Act). Under that Act, any overseas entity that holds or wishes to acquire registered real estate in the UK must register on the ROE, which is maintained by Companies House.

An overseas entity must file details of its “registrable beneficial owners” and, in some cases, its managing officers at Companies House. These details are publicly available.

In certain circumstances, an overseas entity must also register details of trusts within its corporate ownership structure, including details of beneficiaries, settlors and protectors. Although details of trustees will normally be publicly available, details of other persons connected with a registrable trust are currently private and unavailable to the general public.

However, under the new regulations, from 31 August 2025, any member of the general public will be able to apply to obtain information on registrable trusts, subject to some limitations.

• If the application would result in the disclosure of information relating to a minor, the applicant must demonstrate a “legitimate interest”. However, under the same regulations, it is now possible to protect a minor’s details from disclosure completely, whether not the applicant has a legitimate interest (see next item below).
• For this purpose, an applicant has a “legitimate interest” if they are investigating money laundering, tax evasion, terrorist financing or breach of sanctions.
• Similarly, where an application relates to more than one overseas entity, Companies House would not disclose information unless the applicant demonstrates a “legitimate interest”.
• Otherwise, there is no need to have a “legitimate interest” to obtain information (including if the application would disclose information about vulnerable persons).
• Companies House will be able to refuse disclosure in certain circumstances, including on national security grounds or where the trust is a pension scheme.
• An applicant will need to state the name of the trust in question. This is similar to the process for applying for information held in the Trust Registration Service (TRS) maintained by HM Revenue & Customs and is designed to prevent “fishing expeditions”.
• An individual connected with a trust can apply to “protect” their details if disclosure would give rise to a serious risk of violence or intimidation. This facility is already open. See the next item below for more information.

Access the Register of Overseas Entities (Protection and Trusts) (Amendment) Regulations 2025

Read more about access to trust information on the Register of Overseas Entities in this blog by our colleagues.

Companies House publishes guidance on protecting personal details on the Register of Overseas Entities

Companies House has published new guidance on the procedure for applying to protect an individual’s personal details from public disclosure on the UK’s Register of Overseas Entities (ROE).

Although the guidance does not mark any change in the regime, it provides a useful starting point for individuals who may wish to suppress their personal information.

Under the ROE regime, personal information relating to registrable beneficial owners and managing officers of a registered overseas entity is freely available to the public.

However, an individual can apply for their personal details to be withheld from public disclosure if that disclosure would put them at serious risk of being subjected to violence or intimidation. (Previously, an individual also needed to show that the risk arose from the activities of, or their association with, the overseas entity. This requirement was removed with effect from 1 June 2023.)

Also, under new regulations (see previous item above), it is now possible to apply to protect a person’s details from public disclosure if that individual is under the age of 18 years (a “minor”) or lacks capacity (such as certain vulnerable persons). In this case, it is not necessary to demonstrate a serious risk of violence or intimidation.

Personal information relating to beneficiaries, settlors and other persons relating to trusts is not currently publicly available. However, under new regulations published by the Government this week, anyone will be able, from 31 August 2025, to apply to Companies House for disclosure of this information (with certain protections for information relating to minors). See the previous item above for more information. The guidance therefore recommends that individuals connected with trusts apply for protection before this date.

The guidance also states that Companies House intends to publish further guidance about access to trust information soon.

Access the new Companies House guidance on protecting personal details from disclosure on the Register of Overseas Entities

EU publishes new “omnibus” proposals for ESG reporting and diligence

New proposals have been published which would simplify and amend three key pieces of European Union sustainability-related legislation.

• The Corporate Sustainability Reporting Directive (CSRD), which has been in force since July 2024 and requires companies to disclose detailed information on their impact on the environment and human rights issues, including their greenhouse gas emissions.
• The Corporate Sustainability Due Diligence directive (CSDDD), a law that requires companies to consider the social and environmental impact of their operations, as well as implement climate transition plans. Member states have until 2026 to adopt it to national law.
• The EU Taxonomy for sustainable activities (EU Taxonomy), a classification system to set the boundaries of which economic activities are considered sustainable (currently limited to environmental activities) and prevent greenwashing, which has been in force since 2020.

The omnibus proposals would make a range of amendments to these three regimes.

Non-EU parent undertakings will now only be in scope if they generate (on a consolidated basis) a net turnover in the EU exceeding €450m (increased from €150m) and either:

• a large EU subsidiary (the existing definition applies without any reference to the 1,000-employee threshold); or
• an EU branch which generated a net turnover exceeding €50m (increased from €40m).

The 1,000-employee threshold does not apply to non-EU parent undertakings. A non-EU parent could be in scope even if they do not have an EU subsidiary that is in scope of CSRD in its own right (whether on an individual or consolidated basis).

Additionally, for EU undertakings, the scope of CSRD has been limited by amending employee, turnover and balance sheet thresholds. It is estimated that this would reduce the number of organisations subject to CSRD by around 80%.

Proposed changes to CSDDD include postponing the first phase of application to 2028, limiting the scope of full value chain due diligence, relaxing the frequency of diligence updates, and removing the requirement to terminate a business relationship as a measure of last resort.

You can read more about the EU’s ESG omnibus proposals in this separate in-depth piece by our colleagues.