• Draft legislation is published to expand circumstances in which individuals can protect their personal information from public view at Companies House
• The Government publishes legislation, and provides more details, for the new PISCES private securities trading sandbox

New legislation would expand ability to suppress personal information on the public companies register

The Government has tabled draft regulations which, if they become law, will expand the range of circumstances in which an individual can apply to have their personal information hidden from the public register kept by Companies House.

Applications to suppress personal information are governed by the Companies (Disclosure of Address Regulations) 2009 (the 2009 Regulations). Under those regulations, a director of a UK company (or the company itself) can apply to prevent Companies House from displaying the individual’s residential address on the public register and/or from disclosing it to credit reference agencies (CRAs).

The same regime applies to members of a UK limited liability partnership (LLP).

The draft regulations would expand this regime in the following respects.

• There would be a new power for any individual to apply to suppress their signature, their business occupation and the “day element” of their date of birth from public view. (The “day element” means the day of the month and year in which the individual was born. For example, for an individual born on 4 April 1980, the “day element” is “4”. This information is already automatically suppressed for certain individuals, including directors and PSCs.) An individual will not need to show any particular reason to suppress their details.
• Currently, to restrain disclosure to CRAs, an individual must show that disclosure would expose them to a serious risk of violence or intimidation by virtue of a connection with a UK company or LLP. The draft regulations would expand this to include connections with UK limited partnerships.
• Currently, an individual can apply to suppress their residential address from public view only if it was provided because the individual is (among other things) a director, statutory secretary or person with significant control (PSC) of a UK company, or in certain other limited circumstances.
  
  The draft regulations would expand this to allow any individual to apply to suppress their residential address from view.
  
  There would be a few exceptions, such as where the residential address is also the registered office address of an active company or forms part of a company’s name. If the residential address is also the registered office address of a dissolved company, the individual would need to wait six months following the company’s dissolution before applying.

The draft regulations envisage that the changes will come into force on 21 July 2025, depending on whether they have become law by then.

Access the draft Protection and Disclosure of Personal Information (Amendment) Regulations 2025

Access the draft explanatory memorandum for the proposed Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (opens PDF)

Legislation published to introduce new PISCES sandbox

Regulations have been published to introduce the new Private Intermittent Securities and Capital Exchange System (PISCES) sandbox.

The PISCES sandbox is a new temporary framework to allow sophisticated investors to buy and trade shares in public and private companies in a controlled environment away from the primary capital markets, subject to a more proportionate disclosure and market abuse regime.

Approved operators will be able to set up platforms (known as a PISCES) within the sandbox. Shares on a PISCES would trade during so-called “trading windows” set by the PISCES operator.

The regulations confirm the following key characteristics of the new sandbox.

• The framework will be open to all UK companies limited by shares, as well as to overseas companies, provided their securities are not already admitted to another trading venue.
• Shares on a PISCES will trade during intermittent trading windows.
• A company on PISCES will have certain discretions over trading in its shares, determined by the PISCES operator. These might include when its shares are traded, who is permitted to trade in them, any restrictions on trading (including maximum and minimum prices) and/or who can receive information about the company.
• Buying shares will be open only to certain persons, including high-net worth individuals, sophisticated investors, employees and directors of PISCES companies, high-net worth businesses, and trustees of PISCES company employee share schemes and incentive plans. PISCES companies will not be able to carry out share buy-backs through a PISCES.
• PISCES companies (including private companies) will benefit from the provisions in Part 22 of the Companies Act 2006, which allow public companies to investigate the persons who are interested in the company’s shares (including, for example, beneficial owners).
• The prospectus regime will not apply to a company admitting shares to a PISCES (although the Financial Conduct Authority (FCA) and PISCES operators would have powers to specify what information a company needs to publish when admitting shares to a PISCES).
• A PISCES company will be directly liable to someone who buys, holds or sells PISCES shares in reliance on untrue or misleading information published by the PISCES company and, as a result, suffers a loss. This effectively mirrors the equivalent regime for the UK’s primary capital markets. This will, however, be subject to exemptions relating to “core disclosures”, expert statements and forward-looking financial information.
• The FCA will have power to make further rules relating to the PISCES sandbox, including relating to information PISCES companies will need to disclose and preventing market abuse on a PISCES. The FCA has previously consulted on how it might use these powers. For more information, read our previous Corporate Law Update on the FCA’s consultation on rules for PISCES platforms.
• The regulations will come into force on 5 June 2025. The sandbox will terminate on 5 June 2030.

Separately, the Government has said it will legislate to enable employees with certain existing tax advantaged options to benefit from the introduction of PISCES.

Specifically, it intends to allow companies to amend the terms of existing options granted as Enterprise Management Incentives (EMI) or under Company Share Option Plans (CSOP) to permit exercise on a PISCES trading event, without losing the tax advantages those plans offer. The legislation will have retrospective effect, meaning it will effectively be in force for the first PISCES events, although further details are to be published in July.

The Government has already signalled that transactions in shares on a PISCES will be exempt from stamp duty and stamp duty reserve tax.

Read the Government’s press release on the launch of legislation for the new PISCES sandbox

Read the written ministerial statement on the PISCES sandbox

Access the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025