A wave of reforms to UK corporate law is now moving through implementation. International businesses with UK-registered entities or actively pursuing UK company registration face meaningful compliance obligations. The window to act is tightening – and companies that delay risk enforcement action by Companies House, regulatory scrutiny from the Financial Conduct Authority (FCA), and penalties from HMRC.
The UK's corporate law reforms – introduced through amendments to company legislation and secondary regulations – impose new transparency, identity verification, and governance requirements on companies registered in England, Scotland, and Wales. Affected entities must update their registered office details, articles of association, and persons of significant control disclosures within prescribed deadlines. The reforms apply to the broad majority of UK-incorporated companies, including those owned by international groups.
This alert explains what has changed, which categories of business are affected, and the immediate steps international companies should take now.
What has changed – and when it takes effect
The reforms operate in phases, with several provisions already in force and additional requirements taking effect across 2025 and 2026. The headline changes are as follows.
Identity verification at Companies House. Directors, persons of significant control, and individuals filing on behalf of companies must now complete identity verification through Companies House. This applies to new appointments immediately. Existing officeholders face a transitional period. Failure to verify within the transition window results in restrictions on filing and, ultimately, on the company's ability to act.
Registered office reform. Companies can no longer use a PO box or a third-party address that does not maintain an active physical presence as their registered office. The registered office must be an address where documents can reliably be delivered and acknowledged. Companies House has begun issuing compliance notices to entities whose registered office details do not meet the new standard.
Registered email address. Every company must now maintain a registered email address with Companies House. This is a new statutory requirement. The address is not published publicly, but it becomes the primary channel through which the registrar communicates formal notices. Non-compliance is treated as a filing default.
Enhanced transparency for shareholders and directors. Corporate legislation now requires more granular disclosure of shareholder resolutions. Board of directors changes. Additionally, ownership structures, particularly where a foreign entity sits above the UK entity in the group. The Supreme Court of the United Kingdom and the High Court have both addressed, in recent years. The evidentiary weight given to Companies House records in corporate disputes. making accurate filings a matter of litigation risk, not only regulatory risk.
Restrictions on corporate directors. The reforms significantly narrow the circumstances in which a corporate entity – rather than a natural person – may serve on the board of directors of a UK company. International holding structures that rely on corporate directors must now review their governance arrangements against the new rules.
For companies involved in regulated activities, the FCA has signalled that it will treat corporate governance deficiencies identified through Companies House reform enforcement as a factor in its own supervisory assessments. The former Financial Services Authority (FSA) framework has long since been replaced, but the FCA's expanded supervisory perimeter means that regulated entities face a compounded compliance burden.
Who is affected – thresholds and business categories
The reforms apply broadly. The following categories face the most immediate compliance obligations.
- UK-registered companies with foreign parent entities or ultimate beneficial owners outside the United Kingdom
- Companies using third-party registered office services that do not provide the active acknowledgement function now required
- Entities with corporate directors that must transition to natural person directors or meet the narrow exemption criteria
- Companies that have not filed updated persons of significant control information reflecting the current ownership structure
- Newly incorporated entities and those undergoing a change of directors, registered office, or ownership in 2025 or 2026
Private limited companies – the most common vehicle used by international entrepreneurs and groups entering the UK market – are subject to the full scope of the reforms. Public companies and companies subject to FCA or HMRC oversight carry additional obligations layered above the company law baseline.
Companies involved in cross-border M&A transactions should note that transaction due diligence now routinely includes a Companies House compliance audit. A target with outstanding reform compliance issues will face price chip or condition risk at closing. For further context on how these reforms affect acquisition structuring, our analysis of M&A transactions in the United Kingdom sets out the key due diligence considerations in detail.
To receive an expert assessment of your company's compliance position under the UK corporate law reforms, contact us at info@ferrazwhitmore.com.
Immediate actions for international companies
The following steps should be initiated without delay.
1. Audit your Companies House filings. Verify that the registered office address, registered email address, director details, and persons of significant control register are accurate and compliant. Discrepancies between the filing record and actual corporate arrangements are now a live enforcement risk.
2. Complete identity verification for all officeholders. All current directors and persons of significant control must complete the Companies House identity verification process before the transitional deadline expires. Do not wait for Companies House to issue a notice – by that stage, filing restrictions may already apply.
3. Review your registered office arrangement. If your company uses a nominee or shared service address, confirm in writing that the provider meets the new active acknowledgement standard. If it does not, arrange a compliant alternative before the next filing cycle.
4. Assess your board composition. If your UK entity has a corporate director, obtain legal advice on whether it meets the exemption criteria under the reformed company legislation or must be replaced with a natural person. Restructuring a board of directors mid-year can have downstream effects on shareholder resolution validity and banking arrangements.
5. Update your articles of association if necessary. Some legacy articles of association contain provisions that conflict with the reformed requirements. A targeted review – focused on director appointment, removal, and decision-making provisions – should be conducted before any formal corporate action is taken this year.
International groups with UK subsidiaries should also consider whether the reforms affect intra-group arrangements, particularly where the UK entity acts as a contracting party or security provider. HMRC has indicated that it will cross-reference Companies House data more actively in its own compliance work – meaning that corporate structure discrepancies may surface in tax audits as well as regulatory examinations.
Engaging a lawyer in the United Kingdom with cross-border experience is particularly important for groups whose UK entity sits within a multi-jurisdictional structure. The interaction between UK company law obligations and the laws of the parent company's home jurisdiction – particularly within the EU – requires careful coordination. Our corporate law practice in the United Kingdom advises international groups on exactly these cross-border governance challenges.
For parallel developments in European corporate law affecting Portuguese-incorporated entities within international groups, see our alert on corporate reforms in Portugal.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our team combines Portuguese civil law expertise with English common law tradition to deliver cross-border legal solutions in corporate governance, company registration, and regulatory compliance. As a law firm with deep roots in both the UK and Continental European legal systems, we regularly advise international entrepreneurs. Institutional investors. Additionally, in-house legal teams on UK corporate law obligations arising from reform cycles such as the one described in this alert. Our corporate law practice includes practitioners with experience before the High Court and in matters before the FCA and Companies House. The firm's 15 practice areas span the full corporate lifecycle – from initial company registration and articles of association drafting through to board restructuring and cross-border M&A. To discuss how the UK corporate law reforms affect your group structure, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.
Author: Edward Whitmore
Author title: Senior Partner, Dispute Resolution
Author bio: Edward Whitmore is a Senior Partner at Ferraz & Whitmore specialising in international commercial arbitration, enforcement of foreign judgments, and complex litigation. With a background spanning English common law and civil law systems, he represents multinational clients in high-value cross-border disputes.
Published: February 19, 2026