Corporate Update Bulletin - 22 May 2025

Welcome to the latest edition of Corporate Update, our fortnightly bulletin offering a five-minute read of the latest developments which we consider relevant to corporate counsel. Please get in touch with your usual contact 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.

In this issue:

• News
• Legislation
• Case Law

News

FRC publishes feedback on digital reporting discussion paper

On 15 May 2025, the Financial Reporting Council (FRC) published a Feedback Statement summarising responses to its August 2024 Discussion Paper on the future direction of the UK’s digital reporting framework.

The Discussion Paper sought views in light of the potential divergence from EU reporting requirements and reforms introduced by the Economic Crime and Corporate Transparency Act 2023, which would enable Companies House to move to software-only filing for annual accounts. Respondents supported a collaborative approach, with a focus on reducing the cost and complexity of producing digital reports. While views were mixed on whether a mandatory assurance regime should be introduced, concerns were raised about costs, proportionality and the burden on smaller companies. Striking the right balance between UK specific requirements and the goal of maintaining global comparability was also highlighted.

No immediate policy decisions will be made in 2025, but the feedback will inform future regulatory developments, including updates to the UK Taxonomy Suite. The FRC also recently launched a Digital Reporting Viewer tool to support stakeholder engagement.

Legislation

ECCTA 2023 reforms: Regulations expanding the registrar's ability to annotate the public register made

As part of the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) reforms, the Companies and Limited Liability Partnerships (Annotation) Regulations 2025, along with the Explanatory Memorandum were made on 12 May 2025 and published on 14 May 2025. The Regulations grant the registrar of companies new powers and duties to annotate the public register, furthering the registrar’s statutory objectives to promote the integrity and accuracy of the register. From 9 June 2025, the registrar will be able to annotate the register to show, amongst other things, that:

• a director is subject to disqualification sanctions within the meaning of s. 11A(4) of the Company Directors Disqualification Act 1986;
• a person has failed to comply with a notice to provide information under s. 1092A of the Companies Act 2006; and
• the registrar intends to take, or has taken, steps to strike a company’s name off the register under s. 1002A of the Companies Act 2006.

ECCTA 2023 reforms: Draft regulations concerning the protection of personal information published 

On 15 May 2025, the draft Protection and Disclosure of Personal Information (Amendment) Regulations 2025 and accompanying draft Explanatory Memorandum were published. As part of the wider Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) reforms, the Regulations will broaden the circumstances in which individuals may apply to the registrar of companies to protect their personal information. Part 3 of the Regulations will expand the residential address protection regime, allowing the protection of ‘usual residential addresses’ in most cases where they appear on the register, while Part 2 will establish new protections for signatures, business occupations and day of date of birth.

The Regulations, other than Part 11 (which makes conforming amendments to the Overseas Companies Regulations 2009), will come into force on 21 July 2025, if made before that date; or the day after they are made, if made on or after 21 July 2025, in line with Companies House’s revised transition timeline under ECCTA 2023.

Regulations establishing the PISCES sandbox published

On 14 May 2025, the Financial Services and Markets Act 2023 (Private Intermittent Securities and Capital Exchange System Sandbox) Regulations 2025 (PISCES Regulations) were made, together with an Explanatory Memorandum. The PISCES Regulations establish the Private Intermittent Securities and Capital Exchange System (PISCES) Sandbox, allowing the Treasury to test the legal framework for PISCES, a new type of regulated trading platform that allows for the intermittent trading of private company shares on a multilateral system. The PISCES Regulations also confer powers on the FCA to support the sandbox’s implementation and operation.

There has been no substantive changes since the draft regulations published earlier this year. The PISCES Regulations will come into force on 5 June 2025.

Case Law

Bilta (UK) Ltd (in liquidation) v Tradition Financial Services Ltd [2025] UKSC 18

Supreme Court considers scope of liability under section 213 of Insolvency Act 1986 and when time runs for claims against dissolved companies

The appeals relate to a fraudulent carbon trading scheme involving five companies (including Bilta (UK) Ltd). The five companies and their respective liquidators brought claims against a third party (Tradition Financial Services Ltd) on the basis that it had: (i) knowingly participated in the fraudulent trading of the claimant companies under section 213 of the Insolvency Act (IA 1986) and (ii) dishonestly assisted the directors in breach of their duties to the claimant companies. The Supreme Court considered two questions in these appeals. The first was whether, under section 213 IA 1986, the persons who may be required to make contributions to a company's assets because they were knowingly parties to the company's fraudulent trading were confined to those involved in the management or control of the fraudulent business. The second was whether the claims in dishonest assistance of two of the claimant companies, which had been dissolved and later restored to the companies register, were time-barred. In this respect, the Court had to consider how section 32(1) of the Limitation Act 1980 (whether the claimant could with reasonable diligence have discovered the fraud, concealment or mistake) operates during the period of the company's dissolution.

The Supreme Court upheld the Court of Appeal’s decision that liability under section 213 IA 1986 is not limited to persons involved in the management or control of a company. It was held that the natural meaning of the words in section 213, "any persons who were knowingly parties to the carrying on of the business", covers not only company "insiders" but those dealing with the company if they were knowingly parties to the fraudulent activities, and nothing in the statutory context of section 213 or its legislative history militated against this meaning.

Given the finding, nothing of any commercial consequence turned on the outcome of the second question (on whether the claims in dishonest assistance were time-barred). The Court nonetheless proceeded to decide on the matter given its general public importance. The Court confirmed that time had continued to run for limitation purposes during a period when the claimant companies had been struck off the register of companies.

The Court rejected the argument that section 1032(1) of the Companies Act 2006, which deems a restored company to have continued in existence during its dissolution, also requires it to be deemed that the company had no competent officers during the period of its dissolution who could have discovered a fraud. Accordingly, section 32 of the Limitation Act 1980 (which states that the limitation period for fraud cases does not begin to run until the claimant has discovered the fraud, or could have discovered it with reasonable diligence), did not necessarily stop time from running during the period of dissolution. Instead, the question of whether a company should be assumed to have had officers of some kind (and for what period) is to be determined on the balance of probabilities as a question of fact.