Four UK disclosure duties corporate affairs teams handle: FCA, Takeover Code, promotions and filings

What to take away

The four disclosure duties in one table: trigger, deadline, owner

The table below sets out the four duties this article covers. Each row names the rulebook or statute, the event that starts the clock, the deadline the team works to, and the function that owns the response.

The duties overlap in practice. A takeover approach can create inside information before an offer period formally starts, and a financial promotion issued during an offer period must satisfy both the FCA's rules and the Takeover Code. Teams that map the four duties against one calendar avoid collisions.

UK rules reach corporate communications through several regulators, not just the FCA. The Takeover Panel, Companies House and the Financial Conduct Authority each have their own gates, and the duties differ by purpose and recipient. The UK rules guide maps those gates by purpose and recipient and is a useful starting point before a team assigns owners.

Duty one: inside information and the FCA market integrity objective

Inside information is the duty that most corporate communications teams meet first. Article 7 of the UK Market Abuse Regulation (UK MAR) defines it as information of a precise nature, not generally available, that relates to one or more issuers or financial instruments and would likely have a significant effect on price if made public.

The FCA's market integrity objective is the reason the disclosure rule exists. The regulator works to ensure markets are clean, transparent and fair, and that inside information is disclosed properly, as set out on the FCA's market integrity pages.

The disclosure duty itself is Article 17 of UK MAR, which requires an issuer to inform the public of inside information as soon as possible. The FCA Handbook carries the related rules, including the Disclosure Guidance and Transparency Rules (DTR 2) on how the announcement is made.

The trigger in practice

A trigger is not only a board decision. It can be a leak to a journalist, a movement in the share price, or a supplier telling a customer about a contract win. Corporate affairs teams often learn about a trigger before the board does.

When a trigger occurs, the company must announce inside information as soon as possible under Article 17(1) of UK MAR. Article 17(4) allows disclosure to be delayed only if three conditions are all met: immediate disclosure would prejudice the issuer's legitimate interests, the delay is not likely to mislead the public, and confidentiality can be kept. Avoiding embarrassment is not a legitimate interest.

The deadline for an announcement

The deadline is not a fixed clock time. It is the shortest period needed to produce an accurate announcement. Companies often prefer to announce outside trading hours, but that preference does not postpone the duty. If an announcement cannot be made at once, ask the FCA's market operations team about a trading halt. Any delay under Article 17(4) needs a documented reason, and the FCA must be told after disclosure that a delay was used.

What the announcement must contain

The announcement must be clear, accurate and not misleading. It must state the nature of the information, the reason for the announcement, and any facts that affect the assessment of the information. Corporate affairs teams should keep a record of who approved the wording and when it was released.

The owner and the gate

The owner is usually the corporate affairs director, working with the board and the company secretary. The gate is the point at which the announcement is approved for release. Writing a corporate disclosure policy that names an owner for every gate is the first step for most teams.

Software support for inside information

Software that holds a single announcement record, with version history and approval timestamps, gives the team a defensible audit trail. A release scheduling tool can push the announcement to the market at the approved minute. A social media monitoring tool can catch a leak before the official announcement goes out.

A worked example

Here is an invented example. A listed manufacturer learns on a Tuesday morning that its largest customer will not renew a contract. The finance director tells the corporate affairs director at 9am. The team drafts an announcement, has the legal adviser check it, and releases it through a regulatory information service the same morning, without waiting for a later slot.

The record shows the trigger time, the approval time and the release time. That record is what the FCA would ask for if it reviewed the case.

Duty two: the Takeover Code and offer-period announcements

The Takeover Code is a separate rulebook from the FCA Handbook. It is administered by the Takeover Panel, a body that supervises takeovers and mergers of UK public companies. The Panel publishes the Code and its guidance on its own website, and teams should work from that text rather than a summary.

Once an offer period starts, the Code's timetable replaces the usual disclosure rhythm. An offer period begins when a potential offeror makes a public announcement of a possible offer, or when the Panel says one has started because of a leak or rumour.

The takeover trigger

The trigger can be an announcement by the offeror, an approach to the board, or a leak. A leak is serious because it can force the company to make an announcement before it is ready. Rule 2.2 sets out when an announcement is required, including rumour and speculation or an untoward share price movement after an approach.

Rule 2.4 governs the announcement of a possible offer, and Rule 2.7 governs the announcement of a firm intention to make an offer. Consult the Panel and the lead adviser before releasing either.

The offer-period deadline

The 3.30pm point in the table is the Rule 8 deadline for disclosing dealings in the offer period, due by 3.30pm on the business day after the dealing. The announcement itself is governed by Rule 2.2 and the Panel can require it sooner. The 28-day rule in Rule 2.6(a) is the other fixed point: a named possible bidder must either announce a firm offer under Rule 2.7 or state under Rule 2.8 that it does not intend to bid, by 5.00pm on the 28th day.

Who owns a takeover announcement

The owner is usually the lead financial adviser, with corporate affairs handling the wording and the media lines. The corporate affairs team should not release anything to the media before the Panel has seen the announcement.

Software support for offer periods

Software that holds a shared announcement calendar with the 28-day and 3.30pm deadlines marked helps the team avoid a missed filing. A distribution tool that sends the announcement to the market and to the media at the same time reduces the risk of a selective leak.

The interaction with inside information

A possible offer can be inside information. The company must also consider the FCA disclosure duty. In practice, the Panel and the FCA coordinate, and the company should take advice on which announcement comes first.

Duty three: financial promotions under FCA consumer protection rules

A financial promotion is any communication that invites or induces a person to engage in investment activity. Section 21 of the Financial Services and Markets Act 2000 (FSMA) makes it an offence to communicate one unless the communicator is authorised, the content is approved by an authorised person, or an exemption applies. The rules bite hardest on authorised firms and on any company that promotes investments or financial products. A listed company that promotes its own shares may rely on an exemption, so check the position with counsel before assuming the rules do or do not apply.

The promotion trigger

The trigger is the intention to publish a promotion. That includes a social media post, a webinar invitation, a brochure, or a page on the company's website. The rules apply whether the promotion is issued by the company or by an authorised person on its behalf.

The pre-publication deadline

The deadline is before publication. There is no post-publication grace period. The firm must be able to show that it approved the promotion and that the promotion is fair, clear and not misleading. For authorised firms that standard comes from COBS 4 in the FCA Handbook, the Conduct of Business sourcebook, which sets the rules for communicating with clients and approving promotions.

Who owns a financial promotion

The owner is usually the compliance function, with marketing and corporate affairs providing the content. The corporate affairs team should not publish a promotion without a recorded approval.

Software support for promotions

Software that holds a library of approved promotions, with an expiry date and an approval record, helps the team show that every promotion was signed off. A social media governance tool can block an unapproved post before it goes live.

The social media disclosure rules add a further layer for listed companies, because a promotion on a social channel can also be a disclosure.

The consumer protection angle

The FCA's consumer protection rules, including the Consumer Duty in Principle 12 and PRIN 2A, require authorised firms to act to deliver good outcomes for retail customers. A promotion that exaggerates returns or hides risk can breach those rules. Where the company or its group is authorised, corporate affairs teams should treat a promotion as a regulated document, not as marketing copy.

Duty four: Companies Act 2006 and Companies House filing disclosure

The Companies Act 2006 sets out statutory duties for UK companies, including filing requirements and communication with shareholders. The Companies Act 2006 text on legislation.gov.uk is the source for the filing periods and the documents that must be sent to Companies House. Duty four is a statutory filing duty rather than an FCA or Takeover Code duty. It is included because corporate affairs teams usually carry it alongside the other three.

The filing trigger

The trigger is a change to the company's details, the approval of accounts, or the date a confirmation statement falls due. A change of directors, a change of registered office, or an allotment of shares all trigger a filing. The forms are AP01 for a new director, TM01 for a resignation, AD01 for a registered office change, SH01 for an allotment and CS01 for the confirmation statement.

Statutory filing periods

The deadline depends on the filing. A change of director must be notified within 14 days under section 167. An allotment of shares must be returned within one month under section 555. A confirmation statement is due within 14 days of the end of the review period under section 853A. Under section 442, accounts are due within nine months of the accounting period end for a private company, and six months for a public company.

Who owns the Companies House filing

The company secretary usually owns the filing, with corporate affairs handling the shareholder communication that accompanies it. The two must be coordinated, because a shareholder circular often refers to a filing that has not yet been made.

Software support for filings

Software that holds a filing calendar with statutory deadlines and a document register helps the company secretary avoid a late filing. A communication tool that sends the shareholder circular and the filing confirmation to the same record keeps the audit trail complete.

The devolved dimension

Companies House runs separate registers for England and Wales, Scotland and Northern Ireland, and some document and communication rules differ between them. A Scottish company, for example, may follow different rules on the form of certain documents. Corporate affairs teams should check the jurisdiction before they reuse a template.

Which communications software feature supports each duty

The table below maps each duty to the software feature that most directly supports it. The features are not exclusive, but each duty has a primary need.

A single platform can cover all four if it has a workflow engine, a calendar and a document register. The key requirement is that the platform records the trigger, the approval and the release in one place. Running one corporate communication from source authority to controlled exit is the operating model that makes the record defensible.

The role of a disclosure policy

Software alone does not create compliance. A written policy that names the owner for each gate does. It should state who can approve an announcement, who can speak to the media, and who can file with Companies House.

The role of training

Corporate affairs teams should train spokespeople on the four duties and write down who does what. A spokesperson who answers a journalist's question about a possible offer without checking with the lead adviser can create a leak. Training should cover the trigger, the deadline and the escalation path for each duty.

Supervision and enforcement: what happens when a deadline slips

The FCA supervises listed companies and can take action when a disclosure duty is breached. Enforcement | FCA sets out the regulator's powers, which include fines, public censure and, in serious cases, the removal of a firm's authorisation.

FCA enforcement

The FCA can fine a company for failing to disclose inside information under Article 17 of UK MAR. It can also fine individuals, including directors and compliance officers. The size of the fine depends on the seriousness of the breach and the firm's financial resources.

Takeover Panel enforcement

The Takeover Panel can issue a private reprimand or a public censure. In serious cases, it can report a person to another regulator or issue a cold-shoulder statement, which can stop FCA-authorised firms from acting for that person in takeover matters. The Panel's sanctions are separate from the FCA's, so a company can face both.

Companies House penalties

Late filing of accounts leads to an automatic penalty. The penalty increases with the length of the delay. Persistent late filing can lead to the company being struck off the register.

The cost of a missed deadline

A missed deadline can lead to a fine, a public reprimand, or a loss of investor confidence. The reputational cost often exceeds the financial penalty. Corporate affairs teams should treat every deadline as a hard stop.

The role of the audit trail

When a deadline slips, the first thing a regulator asks for is the record. A software platform that holds the trigger time, the approval time and the release time gives the company a defensible position. A platform that holds nothing leaves the company to reconstruct events from emails.

Common questions