Last call for listed shell companies - Amendment to articles of association required before 29 July 2025

From 30 July 2025, if the company continues to be a shell company, it will need to have made any necessary changes to comply in full with the rules in UKLR 13 (to the extent that it has not done so in the period since 29 July 2024). These changes need to be made prior to the expiry of the Transitional Provisions on 29 July 2025 and include establishing and maintaining procedures, systems and controls to comply with the continuing obligations in UKLR 13 on an ongoing basis.

Shell companies are also required under UKLR 13.3.2R to make changes to their constitutions before the Transitional Provisions end on 29 July 2025 in order to comply with UKLR 13.2.1R (Time period for an initial transaction to be completed). This requires completion of an ‘initial transaction’ (as defined – and wider than the ‘reverse takeover’ transaction wording used elsewhere in the UKLR) within 24 months of 29 July 2025 (so by 29 July 2027), extendable with shareholder approval for up to a further 3 years (consisting of 3 further 12-month periods, with shareholder approval required to be given for each 12-month extension before the end of the prior period). An additional 6-month extension is also permitted in certain circumstances (as set out in UKLR 13.2.1R) in relation to certain large cash shells to allow for a transaction to be completed. Such provisions must be embedded in the company’s constitution – so for a company incorporated in England and Wales, its articles of association.

Listed cash shells which are due to hold their Annual General Meetings before 29 July 2025 should therefore include an additional resolution to amend their articles of association to this effect. Listed cash shells who have already held their 2025 Annual General Meeting and did not include a resolution to make the necessary amendments to their articles of association (or who have not already made the amendments since 29 July 2024) will need to consider urgently convening a General Meeting for the purpose.

It is not clear what action the PMM will take against listed shell companies who fail to amend their constitutions to comply with UKLR 13.2.1R (Time period for an initial transaction to be completed) before 29 July 2025. According to the FCA’s own published list, there are over 30 companies whose shares are now in the ‘Equity shares (shell companies)’ listing category.

For more information about equity shares and listed shell companies, please get in touch with our capital markets team.