Key regulatory and compliance updates for UK businesses: December 2025

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03.12.25 03.12.25

Businesses need to stay informed about evolving regulatory and compliance changes that could reshape operations and reporting requirements. In this article we outline the latest developments, explain their implications, and share how your business can prepare to stay ahead.

Late payment reforms

A government consultation on reforms that would mark the most significant update to the UK's late payment regime in nearly 30 years closed at the end of October. The proposals aim to strengthen protections for smaller businesses and address the persistent issue of late payment of invoices. 

If implemented, the reforms would introduce:

  • Statutory maximum payment terms
  • Mandatory statutory interest of 8% above base rate
  • Deadlines for disputing invoices
  • Financial penalties for persistent late payers

Although only in consultation form now, its anticipated this might come into effect as early as Spring next year. 

Companies House/Company law reform: ECCTA 2023 commencement regulations made bringing into force mandatory IDV regime and changes to local and central registers on 18 November 2025

On 22 October 2025, the Economic Crime and Corporate Transparency Act 2023 (Commencement No. 6 and Transitional Provisions) Regulations 2025 were made. The regulations bring into force on 18 November 2025 a raft of key reforms under the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023). 

From this date, identity verification (IDV) will be compulsory for all individuals who become directors, members of limited liability partnerships (LLPs) and people with significant control (PSCs) and applicable transition periods will start for existing directors, LLP members and PSCs to verify their identity. 

In addition, the current requirement for companies to maintain their own registers of directors, directors' residential addresses, secretaries and PSCs will be abolished and the option for private companies to use the central register to maintain certain information will be removed. Companies House had already signalled that mandatory IDV and changes to local and central registers were set to come into force on this date.

Recent cases

Delivery of a deed

In the Chancery Division, in respect of the case of the Canarapen v Gauchenot case , the court granted declarations sought by the claimant that a deed of variation of a will dated 10 October 2022 was binding on the defendant. The case concerned whether the deed, which would transfer the defendant's 1/3 interest in her mother's estate to the claimant (her nephew), was validly delivered and binding. The court found that the deed was delivered unconditionally when the defendant emailed it to the claimant on 10 October 2022, as there was nothing in the email or the deed to suggest it was not intended to take immediate effect. 

Key takeaway - the defendant did not make it expressly clear that the deed was held to order, or subject to contract or subject to fulfilment of conditions or even held to order, and on the facts it was therefore taken to have been delivered when signed. In addition, at the time the deed was deemed delivered, the defendant was aware that the claimant intended to use the deed for obtaining mortgage finance, which would have required the unconditional release of the document in order for the finance company to lend on the strength of the deed of gift being valid to make up the shortfall in the purchase price. It's important to be very clear when a deed is to be delivered to avoid it being taken to be delivered when signed.

Click here to read the full judgment.

Default interest 

There is a thin line between default interest provisions that are enforceable and those that constitute a penalty and are such unenforceable.

In the recent case of Houssein and others v London Credit Ltd and others  the Chancery Division of the High Court of England and Wales considered issues arising from the Court of Appeal's partial reversal of an earlier judgment concerning a secured loan facility. 

The court found that: 

  1. The express provisions of the facility letter did not require London Credit Limited (LCL) to accept offers of repayment that imposed conditions or departed from contractual obligations.
  2. No implied term required LCL to accept payment on any terms other than those in the facility letter.
  3. Apart from a £1.2 million repayment in May 2021, the claimants had made no effective tender or repayment of sums due, meaning the outstanding balance of approximately £629,000 remained due with interest accruing.
  4. Non-payment by the contractual repayment date triggered default interest at 4% compounded monthly under the terms of the facility Letter. This default rate was not a penalty and was therefore enforceable from the contractual repayment date. The court conducted a detailed analysis of what constituted a penalty and determined that LCL had legitimate interests in enforcing various primary obligations under the facility letter, including timely repayment, protection of security, and mitigating credit risk.

Key takeaway - although it was fact specific, 4% per annum compounded monthly default interest was held to not be a penalty and as such enforceable.

Click here to read the full judgment.

Oral agreement to sell shares

Two members of the travelling community had a dispute. One had (it was alleged) agreed to sell the other a piece of land (owned by a company) in consideration of the transfer by the buyer of a Ford Ranger vehicle and a caravan to the seller. 

The defendant did not transfer the shares to the claimant despite receipt of the above vehicle and caravan. It appears the land was potentially worth a lot more than the defendant realised, and so claimed there had been no agreement to sell the shares, and the vehicle and caravan had been a gift to show good faith in travellers custom - the claimant had never heard of such custom and the judge was not minded to believe most of the defendant's evidence. 

The judge held in favour of the claimant and made an order for specific performance rather than damages as the court is entitled to do where there is a failure to perform the necessary steps to give effect to a share sale. 

Key takeaway - the judgement contains a useful summary of the court's role and rights in relation to resolving disputes of this nature. It also set out such details in layman's terms in the judgement along with a helpful summary of the law on agreements to agree and what constitutes binding contracts, including an analysis of certain contracts that cannot be concluded by way of an oral agreement, for example an agreement to transfer land, which must be in writing.

Click here to read the full judgement.

Please get in contact with the corporate team for more in-depth information.

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