Legal News | 10.09.25

Corporate Law Update

Statutory Registers

Companies House has confirmed that from 18 November 2025, companies will no longer be required to keep a person with significant control (PSC) register, register of directors (or a separate register of directors’ residential addresses) or a register of secretaries. Companies can continue to keep these registers on an informal basis, but there will be no right to access these registers.

The removal of this historic legal requirement aligns with the introduction of the mandatory identity verification. The details currently outlined in these statutory registers will now simply be filed at Companies House. Companies will still be required to keep a register of members (shareholders).

At the same time, the option for companies and LLPs to keep their registers at Companies House, rather than internally, will be abolished.

For further updates on the Economic Crime and Corporate Transparency Act 2023 (ECCTA), please see our past Corporate & Commercial articles.

The Importance of Checking the Notice Provisions within your Share Purchase Agreement  

The recent case of Inspired Education Online v Crombie [2025] highlights the importance of the interaction between different terms within the main body and schedules of a commercial agreement. This case looks at a share purchase and the key document under review was the share purchase agreement (SPA).

The SPA provided an estimated purchase price, to be paid upon completion, and annexed a schedule which specified the process for preparing and agreeing completion accounts. Crucially, this schedule imposed an obligation on the seller to “notify the buyer in writing” within 20 working days of receiving the draft completion accounts whether the seller agreed with the draft completion accounts and if the seller failed to “make any written notification”, the seller would be deemed to have accepted the draft completion accounts.

Complications arose because the main body of the SPA included a boilerplate provision regulating the delivery of notices in connection with the SPA. This boilerplate provision stated the exact manner any “notice given to a party under or in connection with the SPA” should be given and who it should be given to, namely the CEO of My Online Schooling Ltd, the target.

The seller replied by email, to the colleague of the buyer, who provided the draft completion accounts, stating that the seller thereby notified the buyer that the seller disputed the draft completion accounts. The buyer rejected the seller’s dispute email, as amongst other things, it had not (in the buyer’s understanding) complied with the notice provision in the SPA.

The court held that, interpreting the clause in its commercial context, considering the notice provision within the SPA, the dispute email sent by the seller had constituted a valid written notification of objection to the draft completion accounts, in accordance with the procedure specified in the relevant schedule. The court emphasised that the purpose of the schedule was to set out a specific procedure for raising objections to the draft completion accounts, and the reference to “any written notification” did not require adherence to the formal notice mechanism in the main body of the SPA. Email is a form of written communication; the written notification had to clearly convey the objection.  The drafting of the notice provision was not wide enough to encompass the notifications required for completion account approval or objection.

In another recent case, Hughes v CSC Computer Sciences [2025], the court found that the buyer’s earn-out calculations provided by email under the notice provision of the SPA were not valid. In this case, the drafting of the notice provision was much wider and was deemed to encompass all communications relating to the agreement must be sent by post, hand delivered or faxed. Therefore, email was not a valid form of notice.

This recent case law underscores the critical importance of careful drafting when negotiating a commercial agreement, and the need for a thorough understanding of the practical effect of wording relating to notice provisions and other boilerplate clauses when drafting.

This article should not be relied upon as legal advice, or require any assistance with the identity verification process, including if you require support from Wansbroughs, then please get in touch: 020 4549 2460 or 01380 733300 | commercial@wansbroughs.com