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Welcome to the latest edition of Corporate Update.

Corporate Update is our fortnightly bulletin offering a quick read of the latest developments relevant to corporate counsel. Please get in touch with your usual contact or any of the contacts listed below if you want to explore any of the topics covered in more detail. If you would like to subscribe to this bulletin as a regular email, please click here.

Publications

London Stock Exchange updates AIM Rules

We have published a briefing on changes to the AIM Rules for Companies (AIM Rules) and AIM Rules for Nominated Advisers (Nomad Rules) that took effect on 5 August 2026. Broadly, the LSE decided to implement all the changes proposed in its June 2026 consultation, with minor refinements and clarifications in some areas.

The rule changes make permanent various relaxations that were introduced on a temporary basis following the publication in November 2025 of the LSE’s Feedback Statement on the future of AIM, and make certain other changes. Overall, the LSE hopes to differentiate AIM from the Main Market, attract more founder-led, innovative and growing companies and international companies to join AIM and make it easier for AIM companies to do M&A transactions and raise further capital.

Information flows on UK IPOs: FCA reverses 2018 changes to COBS rules

We have published a briefing on changes made on 5 August 2026 to the rules in chapter 11A of the FCA's Conduct of Business Sourcebook (COBS) on the publication of investment research on an IPO. The changes are designed to shorten and simplify the IPO process.

In summary, the FCA has removed most of the rules in COBS 11A.1.4 so that:

  • Syndicate banks are no longer required to offer a range of unconnected analysts access to the same information on the issuer, i.e. they are no longer required to offer either joint access or separate access. This removes some of the restrictions that previously applied to issuer communications with connected analysts. Unconnected analysts continue to be free to request information from issuers and negotiate terms on a commercial basis, as was the position prior to 2018.
  • A syndicate bank is now permitted to disseminate connected research as soon as the issuer has published either: (i) an FCA-approved prospectus; or (ii) an FCA-approved registration document. Usually syndicate banks will want to disseminate connected research before the full prospectus is published, so they will now be able to do so as soon as the registration document has been published. In principle, this will shorten the public phase of the IPO process by seven days.

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News

Companies House updates timetable for changes under ECCTA

On 5 August 2026, Companies House updated its Transition Plan for reform under the Economic Crime and Corporate Transparency Act 2023 (ECCTA). In particular, Companies House has confirmed that the requirement for (i) a person filing a document at Companies House to undergo mandatory identity verification (IDV); and (ii) any third party agent filing a document on behalf of a company to be registered as an authorised corporate service provider (ACSP) will not be introduced until at least November 2027. At least six months’ notice will be given before the new requirements come into effect.

Companies House has also published Guidance: Fit and proper criteria for ACSPs, explaining how the Registrar of Companies will assess whether an applicant is fit and proper to carry out the functions of an ACSP under section 1098B of the Companies Act 2006.

The due date for the implementation of the following requirements has been postponed until April 2028 onwards:

  • The requirement for small companies and micro entities to file profit and loss accounts with Companies House, but with the option to opt out of publishing this information on the public register.
  • The requirement for all companies to file their annual accounts using commercial software.
  • The removal of the option for companies to file abridged accounts.
  • The requirement for a strengthened eligibility statement for all companies claiming an audit exemption.
  • The requirement for component parts of the filed accounts and reports to all be filed together.
  • The reduction of the number of times a company can shorten its accounting reference period.

Full details of the timetable for implementing provisions of the ECCTA are available on this Companies House webpage, and further information about the new IDV regime is available on the GOV.UK Campaign website.

FCA to require inside information declaration when equity prospectus or circular is submitted for review

From 21 September 2026, when a draft equity prospectus or circular is first submitted to the FCA for review, the submitter will need to complete a new form declaring whether the document includes inside information and, if so, details of that inside information. The form will also be required where an issuer or its sponsor makes a request for guidance. Details of the new form, and the other documents that must accompany a submission, can be found on the FCA webpage Submit a prospectus or circular | FCA.

The change will also be highlighted in the next edition of the FCA’s Primary Market Bulletin, which is due for publication in late August or early September.

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Case law

Court orders creation of register of members from scratch

In Re P1 Pit Stop Limited [2026] EWHC 1924 (Ch), the High Court used its powers under section 125 of the Companies Act 2006 (the Act) to create a register of members for a company which had never maintained one.

The case concerned a dispute between the founding members of a company which, in breach of section 113 of the Act, had no register of members. Both founders agreed that they had originally held equal shares. However, while one founder (Mr Palmer) claimed that a nominee company held additional shares on trust for him, the other founder (Mr Forland) argued that those shares had been transferred to him and his family.

Against this background, the court had to determine (i) whether it had jurisdiction to create a register of members and (ii), on the facts presented, what that register of members should show.

  • On the preliminary jurisdictional question, the court concluded that it does have jurisdiction under section 125(1)(a) to create a register of members from scratch. It is already established that the court can recreate a register that has been lost or destroyed (Re Data Express Ltd, unreported, The Times, 27 April 1987); by extension, the court held that it can create a register where none previously existed.
  • On the facts as presented, there was no evidence that shares had ever been allotted to a nominee company to be held on trust for Mr Palmer, nor that those shares had subsequently been transferred to Mr Forland’s family. Rather, the available filings showed that the company had issued 500 ordinary shares, comprising 250 held by Mr Palmer and 250 held by Mr and Mrs Forland. 

Accordingly, the court ordered that a register be created with retrospective effect, recording equality of holdings between Mr Palmer and the Forlands.

The case is a reminder of the importance of maintaining an up to date and accurate register of a company’s members. If a proper register is not kept and a dispute arises over who owns shares, the company could get dragged into a lengthy and expensive court process. A missing or incomplete register can also create difficulties if a company is put up for sale or seeks external financing.

 

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