Corporate Law Update: 9 – 15 August 2025

Major Corporate Governance Shifts on the Horizon

The legal landscape for businesses is constantly evolving, and staying ahead of the curve is crucial. Two significant changes are set to impact how companies and limited liability partnerships (LLPs) operate. These updates will simplify some processes while clarifying expectations for critical business decisions.

Streamlining Company Administration: Registers Set for Simplification

A significant change is coming for companies in the UK. From November 18, 2025, the requirement to maintain several internal statutory registers will be abolished. This move aims to reduce administrative burdens, but it’s crucial to understand what it entails.

What’s Changing?

The following registers will no longer be mandatory for companies to keep internally:

• Register of Directors (and their residential addresses)
• Register of Secretaries
• Persons with Significant Control (PSC) Register

Instead, company information will be centralized at Companies House. Think of it as a shift towards a more streamlined system where vital data is readily accessible. You can access all the information about companies directly from Companies House.

What Remains?

Even with these changes, certain registers will remain crucial, including:

• Register of Members (Shareholders)
• Register of Debenture Holders

Companies can still maintain non-statutory versions of the abolished registers for internal purposes. However, these won’t be subject to the same access rights as the current statutory registers.

LLPs: What About Them?

Although not explicitly covered, it’s anticipated that LLPs will also see similar changes. They will likely no longer need to maintain registers of members or PSCs.

Central Filing Goes Too

Adding to the change, the option to keep registers centrally at Companies House, instead of internally, will be eliminated for all register types, including the register of members.

The IDV Link

This streamlining coincides with the introduction of mandatory identity verification (IDV), also starting November 18, 2025. This adds a layer of security by verifying the identities of those involved in the company. For more detailed information on mandatory identity verification, consult this Corporate Law Update.

Navigating Business Decisions: The LLP Example

A recent High Court case, *Ross v Phillips and ors*, offers a clear example of what can happen when decisions aren’t made correctly within an LLP. This case underscores the importance of following proper procedures.

The Case in Brief

The case involved an LLP whose primary assets were real estate parcels. Without a formal LLP agreement in place, a member declared a trust over the LLP’s assets in favor of another LLP they controlled.

The other member challenged this declaration, arguing it was invalid because they hadn’t consented. The court agreed.

The Ruling’s Implications

The court determined that transferring all of the LLP’s assets amounted to a change in the business’s nature. Given the absence of an LLP agreement, this decision required the unanimous consent of all members. Because unanimous consent wasn’t obtained, the disposal was invalid.

What This Means for Your LLP

This case provides important guidance on what constitutes a “change in the nature of the business” for an LLP. While unusual not to have an LLP agreement, this decision highlights the need for meticulously following the correct protocols, especially regarding significant business changes.

Frequently Asked Questions (FAQ)

1. What’s the core purpose of abolishing internal registers?

   To reduce administrative burdens and streamline the process of maintaining company information, centralizing it at Companies House.

2. Are all registers being abolished?

   No. Registers of members and debenture holders must still be maintained. You can always keep non-statutory registers for internal purposes.

3. What should LLPs take away from the *Ross v Phillips* case?

   Ensure major decisions are properly approved, particularly those involving a change in the LLP’s business nature. The case is a great reminder to check your LLP agreement.

These upcoming changes represent an important shift in corporate governance. Staying informed about the latest legal developments is crucial for businesses of all sizes. Are you prepared for the upcoming shifts? We encourage you to share your thoughts and questions in the comments below!