Overseas companies and UK SRS

For overseas companies, UK SRS has no separate regime: UK SRS S1 and UK SRS S2 apply to any entity that uses them.

The FCA’s comply-or-explain rules apply based on listing category, not on incorporation.

The practical question for an overseas company is whether it has a UK primary listing, a UK secondary listing, a UK depositary receipt programme, or UK-incorporated subsidiaries.

Each position has a different answer, and this page sets out all four, with how the FCA’s rules sit beside home-jurisdiction standards.

For the broader listed-company regime, see who must comply with UK SRS, and the editorial reference on overseas companies and UK SRS at our sister site.

An overseas-incorporated company whose primary UK listing is in the commercial companies category (UKLR 6), the non-equity shares and non-voting equity shares category (UKLR 16), or the transition category (UKLR 22) is treated identically to a UK-incorporated issuer in the same category.

The FCA’s final rules apply to the entity by virtue of its UK listing category, not its incorporation.

From accounting periods beginning on or after 1 January 2027, these entities report against UK SRS on a comply-or-explain basis — the same basis as every UK peer, S2 included.

A company may use one year’s relief from disclosing Scope 3 and two years’ relief for UK SRS S1 non-climate matters, stating that it is doing so.

CP26/5 had proposed mandatory UK SRS S2 for these categories; the final rules adopt comply or explain instead.

CP26/5’s cost benefit analysis (Annex 2, paragraph 41) found non-UK incorporated issuers among those it would have covered in full — the clearest illustration that the perimeter is drawn by listing category.

An overseas-incorporated commercial company with a UK primary listing is a UK listed company for the purposes of the FCA’s rules.

For the full regime and its reliefs, see who must comply with UK SRS and the CP26/5 consultation tracker at uksrs.org.uk.

Any entity — UK-incorporated or otherwise — may apply UK SRS voluntarily.

The DBT consultation response confirms that the standards are available for use “in whole or in part, as they see fit.”

There is no UK approval or registration process.

Voluntary adopters state which standards they have applied and provide the corresponding disclosures.