Parliament: The Companies and Limited Liability Partnerships (Annotation) Regulations 2025

The Companies and Limited Liability Partnerships (Annotation) Regulations 2025 and an accompanying Explanatory Memorandum were published on 14 May 2025. The Regulations provide for specific instances where the Registrar of Companies (Registrar) either can or must annotate information on the company register maintained by the Registrar pursuant to section 1080 Companies Act 2006 (CA 2006). 

The Economic Crime and Corporate Transparency Act 2023 amended the CA 2006 by providing the Registrar with a new set of objectives aimed at improving the integrity, accuracy and transparency of information on the company register. Previously, the company register could only be annotated where, in the Registrar’s view, information (or the absence of information) could be construed as confusing or misleading. The new policy, which extends the Registrar’s ability to annotate specific register entries, allows (and, in one case, requires) the Registrar to annotate to include additional information which provides improved insight into certain aspects of companies, limited liability partnerships and their officers (i.e. directors, partners, persons of significant control).

The Regulations extend the Registrar’s discretion to annotate the company register to reflect that: 

• a director is subject to disqualification sanctions pursuant to regulations made under the Sanctions and Anti-Money Laundering Act 2018; 
• a person has failed to comply with a notice under section 1092A CA 2006requiring them to provide particular information to the Registrar; and 
• the Registrar is intending to take, or has taken, steps under section 1002A CA 2006 (power to strike off company registered on false basis) to strike a company’s name off the register. 

The Regulations will also place a duty on the Registrar to annotate the register where details of a Person of Significant Control (PSC) have been suppressed from public view to safeguard that individual from the risk of violence or intimidation. 

The Regulations apply the changes to limited liability partnerships (LLPs) so that the Registrar’s annotation powers and duties in respect of LLPs are consistent with companies.

The provisions in the Regulations come into effect on 9 June 2025, save for those concerning PSC details that have been suppressed from public view (Regulations 5 and 7(e). These will come into effect when section 790LA CA 2006 (duty to notify Registrar of confirmed persons with significant control) 

(The Companies and Limited Liability Partnerships (Annotation) Regulations 2025 and Explanatory Memorandum, 14.05.2025)

DBT: The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 – Draft

The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 were published in draft on 15 May 2025, together with an Explanatory Memorandum. These Regulations will widen the range of circumstances in which individuals may apply to the Registrar of Companies (Registrar) to protect their personal information where it appears on the public register. Protection means that the Registrar cannot make the relevant information publicly available.

Changes being introduced by these Regulations include the following:

• The Regulations expand the already existing address protection regime, enabling the protection of ‘usual residential addresses’ in most cases where they appear on the register. That regime has already been expanded by the Companies and Limited Liability Partnerships (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024 (SI 2024/1377). 
• The Regulations also allow for the protection of an individual’s signature, business occupation, and day of date of birth. 
• Once in force, anyone will be able to make an application according to the Regulations for protection of their residential address, signature, business occupation, and day of date of birth. Individuals will not need to justify the need for such protection or meet any additional conditions. However, an individual cannot apply to protect an address that a company must keep on the register, for example a live ‘registered office address’ or ‘single alternative inspection location address’, unless it also appears on the register as their own current address (for example their ‘service address’ as a director). In this case, if the address relates to a current appointment for a live company, the individual must provide a replacement service address in the application to be included on the register. An individual also cannot apply to protect information contained within certain filings related to charges, or that would require the Registrar to make an entity’s name unavailable for public inspection.
• The Regulations will remove the requirement for certain Community Interest Company documents and statements of solvency to be signed, and the requirement for directors of overseas companies to provide a business occupation. 
• The Regulations expand the grounds on which People with Significant Control (PSCs) can make an application to request the Registrar to refrain from disclosing their residential address to a credit reference agency. It also makes other minor amendments to secondary legislation relating to PSCs, which are applied to limited liability partnerships “LLPs) and eligible Scottish partnerships. 
• The Regulations make some amendments to company law provisions as applied to LLPs and unregistered companies. These amendments apply the new provisions relating to protection of personal information to these types of entities with modifications. These amendments will ensure the framework for other entities keeps in step with that for companies.

The Regulations state that except for Part 11 (Amendments to the Overseas Companies Regulations 2009), the Regulations will come into force: 

• on 21 July 2025, if the Regulations are made before 21 July 2025,
• on the day after the day on which the Regulations are made, if they are made on or after 21 July 2025.

Part 11 of the Regulations will come into force when section 167J Companies Act 2006 (required information about a director: individuals) comes fully into force.

(The Protection and Disclosure of Personal Information (Amendment) Regulations 2025 (Draft) and Explanatory Memorandum)

HM Treasury: Final PISCES legislation published

On 15 May 2025, HM Treasury (HMT) announced that it has laid the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (SI 2025/583) (the Regulations). The Regulations have been published on legislation.gov.uk along with an explanatory memorandum. 

Further information is here in our Global Regulation Tomorrow post..