8 min read

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. 

Publication

LSE consults on changes to the AIM rules 

We have published a briefing on the London Stock Exchange’s consultation on proposed changes to the AIM Rules for Companies. The changes will 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.

Legislation 

Targeted amendments to the Money Laundering Regulations take effect, requiring updates to client due diligence processes and risk controls

Companies subject to anti-money laundering obligations, and those which rely on regulated service providers, should note that a package of targeted amendments to the UK’s anti-money laundering framework comes into force on 30 June 2026.

The Money Laundering and Terrorist Financing (Amendment) Regulations 2026 (SI 2026/621) were made on 9 June 2026. The Regulations amend the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (the MLRs) and implement the Government’s response to HM Treasury’s 2024 consultation, ‘Improving the effectiveness of the Money Laundering Regulations’. Key changes include:

  • refining customer due diligence (CDD), enhanced due diligence (EDD) and additional due diligence (ADD) requirements, including for unusually complex or large transactions, high-risk jurisdictions, and pooled client accounts;
  • updating currency thresholds from euros to sterling;
  • strengthening the regulatory regime for cryptoasset businesses (these provisions come into force on 1 February 2027);
  • reforming the Trust Registration Service requirements to close identified gaps and introduce a de minimis exemption for low-value, low-risk trusts;
  • bringing the sale of “off-the-shelf” firms within scope of regulated trust or company service provider (TCSP) activity;
  • enhancing information-sharing and cooperation between anti-money laundering and counter-terrorist financing supervisors and other public bodies; and
  • updating the definition of "high‑risk third country" by reference to Financial Action Task Force (FATF) “Call for Action” countries.

News  

HMRC launches consultation to reform rules relating to distributions

On 23 June 2026, HMRC launched a consultation – ‘Modernising the taxation of distributions and repayments of capital from companies’ – proposing various measures which will have an impact on the tax treatment of distributions made by companies to shareholders who are individuals or trusts. There is a lot to digest in the consultation, and we will be producing briefings for clients in due course. The changes proposed are significant and, if enacted, will impact on many types of transactions (such as returns of capital, demergers, and scrip dividends by non-UK resident UK listed companies).

The proposals are:

  • to review the treatment of ‘new consideration’ and ‘repayments of capital’ in certain scenarios;
  • to align the tax treatment of distributions from non-UK resident companies with that of distributions from UK resident companies;
  • to review the interaction of the distributions regime with the loans to participators regime, and how the loans to participators regime might be extended to cover loans received from non-UK resident companies; and
  • to reform the demergers provisions, the Purchase of Own Shares relief, and the Transactions in Securities rules.

Companies House accounts reforms to accounts filings delayed to April 2028

On 9 June 2026, the Department for Business and Trade (DBT) confirmed in a Written Statement to Parliament that the accounts reforms set out in the Economic Crime and Corporate Transparency Act 2023 (ECCTA) will take effect from April 2028, rather than the originally planned date of April 2027, to give companies and software providers more time to prepare (see Corporate Update Bulletin - 17 July 2025 for more information about the reforms).

The reforms include:

  • requiring small companies and micro entities to file profit and loss accounts with Companies House as other companies do. However, in a new concession to stakeholder concerns, the government will allow them to opt out of having these published on the public register. Also, the planned change to require small companies to file a Directors’ Report will no longer apply, as the Government has since announced it will remove the requirement for all companies to produce a Directors’ Report;
  • mandating all UK registered companies to file their annual accounts in iXBRL format from April 2028, with web and paper-based filing routes closed for accounts filings from that date;
  • a strengthened eligibility statement for all companies claiming an audit exemption, requiring directors to specify which exemption is being claimed and confirm that the company qualifies for the exemption (s 57 ECCTA);
  • removal of the option for companies to file abridged accounts (s 58 ECCTA 2023); and
  • requiring component parts of the filed accounts and reports to all be filed together.

Companies House has announced it will begin contacting companies via their registered email address to inform them of the changes and signpost available guidance.

Companies should begin considering their software and filing arrangements now, and consult the available guidance: Changes to UK company law; Guidance: Preparing and filing Companies House accounts and Using software to file your company's information.

Small Business Regulatory Taskforce established

On 9 June 2026, the government announced to Parliament that it has established the Small Business Regulatory Taskforce, a joint government‑industry group to develop practical recommendations to reduce regulatory burdens on small and medium‑sized enterprises (SMEs) and micro-businesses. The Taskforce will focus on areas where regulation can be streamlined or better designed to reflect the needs and capabilities of smaller businesses. This includes improving regulatory guidance, reducing duplication and complexity, and exploring opportunities to modernise how businesses interact with regulators.

Government finalises supervisory framework for new AML/CTF regime, paving the way for FCA oversight of legal and accountancy firms

On 18 June 2026, HM Treasury published its response to the Anti-Money Laundering/Counter Terrorist-Financing (AML/CTF) Supervision Reform: Duties, Powers, and Accountability Consultation, which ran from 6 November to 24 December 2025. The response sets out the government's final policy positions on the supervisory framework that will enable the FCA to take over AML/CTF supervision. 

Key policy decisions confirmed in the response include: 

  • the FCA will be responsible for maintaining a public register of all professional services firms carrying out AML/CTF-regulated activity and will have explicit power to cancel registrations; 
  • the FCA will be able to deploy a range of supervisory tools, including information requests, inspections and thematic engagement, as well as the power to issue directions and appoint a skilled person;
  • existing information-gathering, inspection and information-sharing powers within the MLRs will be extended to the FCA’s supervision of professional services firms. Post-transition, the FCA will be able to exercise the existing range of enforcement powers available under the MLRs in relation to professional services firms, including civil sanctions and, where appropriate, criminal proceedings;
  • responsibility for issuing AML/CTF guidance will transfer to the FCA, with HM Treasury holding a limited oversight role; and
  • the FCA will fund its ongoing supervisory activities through fees charged to supervised firms on a cost-recovery basis. 

FCA proposes to raise minimum fine for serious MAR breaches

On 15 June 2026, the FCA published Consultation Paper 26/19: Changes to our penalty and decision-making policies (CP 26/19), which seeks views on proposed updates to its Decision Procedure and Penalties Manual (DEPP). The FCA proposes a small number of targeted changes to its penalty and decision making policies, including:

  • Market abuse: raising the minimum fine for individuals, for the most serious cases, from £100,000 to £150,000 to account for inflation.
  • Deterrence for wealthier individuals: making clear the FCA may increase penalties for deterrent effect, having regard to income and assets.
  • Cryptoasset market abuse regime: extending the penalty framework to cover cryptoasset market abuse and reflect new powers under the Financial Services and Markets Act 2000 (Cryptoassets) Regulations 2026.

Case law 

Access to the register of members: non‑compliant section 116 request does not engage the court’s section 117 jurisdiction

In BCNO Ltd v Cooke [2026] EWHC 1263 (Ch), the High Court held that the court's jurisdiction under section 117 CA 2006 to make a direction that a company need not comply with a request for access to its register of members only arises where there has been a valid request under section 116. Where a request fails to include all of the mandatory information required by section 116(4) – such as the requester's address, the purpose for which the information will be used, and whether it will be disclosed to others – the request is invalid, and the company may simply ignore it without needing to seek a court order.