Parliament: The Register of Overseas Entities (Annotation) Regulations 2025

On 6 June 2025, The Register of Overseas Entities (Annotation) Regulations 2025 were laid before Parliament. They come into force on 30 June 2025.

The purpose of these Regulations is to extend the discretionary power of the Registrar of Companies (Registrar) to annotate (by placing a note) the Register of Overseas Entities (ROE) maintained at Companies House. Currently the Registrar’s power to annotate is limited to correcting misleading or confusing information. However, with a view to ensuring the ROE’s information remains accurate and reliable for its user, the Registrar will be able to annotate the ROE in additional circumstances.

The Regulations give the Registrar the discretion to annotate the ROE to reflect the following:

• That an overseas entity has either been dissolved, wound up or otherwise ceased to exist in its home jurisdiction.
• That an overseas entity has failed to comply within the timeframe specified by Companies House in a notice issued under section 1092A Companies Act 2006 (a written notice requiring an overseas entity to provide information under prescribed circumstances).
• Where the verifying agent, a UK-regulated professional responsible for validating the information provided by an overseas entity before it can register on the ROE or update its information, is found not to be supervised under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017.

A summary of recent changes impacting overseas entities on the ROE can be found here.

(Parliament, The Register of Overseas Entities (Annotation) Regulations 2025 (SI 2025/651) and Explanatory Memorandum, 06.06.2025)

DWP: New Pension Schemes Bill published

On 5 June 2025, the Government published its 141-page Pension Schemes Bill. The proposals relating to scheme surplus will be of interest to many employers. In the Bill, the Government sets out a number of key proposals aimed at enabling trustees of defined benefit schemes to have greater flexibility in extracting surplus scheme funds.

The proposals aim to achieve this by removing barriers (under legislation and possibly schemes’ governing documentation) to surplus extraction, subject to funding safeguards. Surplus funds can be shared between employers and members, achieving two key Government aims – encouraging investment in UK plc and improving member outcomes.

To achieve this, the Government’s proposals include:

• setting the level of scheme funding required to extract surplus at the easier to achieve (and maintain) low dependency level of funding, rather than the more stringent buy-out basis (subject to further consultation);
• providing trustees with a statutory power to modify scheme rules to enable surplus extraction where this may not have been previously possible (for example, because the scheme rules preclude the transfer of surplus funds to employers); and
• amending legislation so that surplus will no longer only be capable of being refunded when it is in the interests of members. Trustees will just be required to act in accordance with their overarching trust law duties to scheme members (which remain unchanged).

This is good news for employers who may currently be unable to access scheme surplus. Even if schemes are not in surplus now, they may be in future and the Pension Regulator’s annual funding statement states that it is appropriate for surplus discussions to start now. Many employers may have had discussions about moving to an insurance company buy-out. These proposals will only apply to ongoing schemes, not schemes in winding-up. For many employers this news may trigger a desire to speak to trustees about arresting the move to buy-in. It is anticipated that the new provisions will not be in force until 2027, so there is plenty of time to negotiate with trustees. For further information, please contact Lesley Browning in the NRF Pensions team.

(DWP, 20million workers set to benefit from new Pension Schemes Bill, 05.06.2025)

FCA: Final rules for PISCES published

On 10 June 2025, the Financial Conduct Authority (FCA) published a policy statement, PS25/6, setting out the final rules for its new Private Intermittent Securities and Capital Exchange System (PISCES). It also published an accompanying press release. Further information is available in our Global Regulation Tomorrow post here.

In addition, The Private Intermittent Securities and Capital Exchange System (Exemption from Stamp Duties) Regulations 2025 were made on 10 June 2025, to come into force on 3 July.2025. These Regulations provide an exemption from Stamp Duty and Stamp Duty Reserve Tax (SDRT) for transfers of shares in connection with trading activity that takes place on a PISCES under the PISCES sandbox arrangements. The Explanatory Memorandum accompanying the Regulations is here.