There is no separate UK SRS regime for overseas companies. UK SRS S1 and UK SRS S2 apply to any entity that uses them — and the FCA's proposed mandatory regime applies 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.

This page sets out the four cases and explains how the FCA's CP26/5 proposals interact with home jurisdiction sustainability standards.

Overseas-incorporated companies with a UK primary listing

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 proposed mandatory UK SRS S2 reporting regime under CP26/5 applies to the entity by virtue of its UK listing category, not by virtue of its incorporation. From accounting periods beginning on or after 1 January 2027, these entities would be required to report against UK SRS S2 on a mandatory basis, with Scope 3 emissions on a comply-or-explain basis for the first year and UK SRS S1 non-climate disclosures on a comply-or-explain basis for two years.

The point matters because some overseas commentary characterises UK SRS as a "UK companies" regime. It is not. The FCA's perimeter is defined by the UK Listing Rules. An overseas-incorporated commercial company with a UK primary listing is a UK listed company for the purposes of the proposed rules. For the full detail of the proposed regime and its transitional reliefs, see who must comply with UK SRS.

Secondary listings and depositary receipts: the FCA's transparency regime

The two listing categories that are reserved for entities with a primary listing outside the UK have a different regime under CP26/5. These are the secondary listing category (UKLR 14) and the depositary receipts category (UKLR 15). CP26/5 paragraph 9.2 notes that the secondary listings category is only open to non-UK incorporated companies with a primary listing in another jurisdiction, and that there are currently approximately 40 companies in this category. The depositary receipts category is for listings of securities that are certificates representing shares in an overseas company.

The FCA's proposal for these two categories is to remove the existing TCFD-aligned reporting requirements and replace them with a transparency-focused regime. Paragraph 9.4 of CP26/5 sets out the substantive disclosures required. Under the proposals, an entity in UKLR 14 or UKLR 15 would be required to include in its annual financial report a statement setting out:

• Any climate or wider sustainability disclosure requirements — including any transition plan requirements — to which the company is subject in its primary overseas listing location or place of incorporation, with signposting to where the relevant disclosures can be found. Where the entity benefits from any relief or exemption under those home rules, the nature of that relief must also be explained.
• Any climate or sustainability-related standards or frameworks (including for transition plans) that the entity has voluntarily adopted, with signposting to where those disclosures can be found.
• Where neither applies, an explicit statement that the entity is not subject to any such requirements and does not voluntarily follow any such standards.

Entities in these categories would also be required to disclose whether they have obtained third-party assurance over any sustainability disclosures and, if so, the assurance provider, the level of assurance, the standards used, and where the assurance report can be located.

The FCA's reasoning is anchored in the practical reality of ISSB global adoption. Paragraph 9.2 of CP26/5 notes that "most" of the approximately 40 entities currently in the secondary listing category are incorporated in overseas jurisdictions that have indicated an intention to align with ISSB Standards. Replacing the existing TCFD requirements with a UK SRS regime would impose duplicate reporting on entities that are largely already moving toward equivalent disclosures in their primary jurisdiction.

Why the FCA's deferral to home jurisdictions works in practice

The transparency regime relies on the global trajectory of ISSB adoption. As of early 2026, ISSB Standards are increasingly the international baseline for sustainability disclosure. The IFRS Foundation publishes jurisdictional profiles documenting which jurisdictions have adopted or are introducing the standards. The Foundation has published profiles for 17 jurisdictions that have formally adopted or are otherwise using ISSB Standards — Australia, Bangladesh, Brazil, Chile, Ghana, Hong Kong SAR, Jordan, Kenya, Malaysia, Mexico, Nigeria, Pakistan, Sri Lanka, Chinese Taipei, Tanzania, Türkiye and Zambia — and a further 16 snapshots covering jurisdictions where adoption is in progress, including Canada, Japan, China, Singapore and the UK itself.

Three jurisdictions are particularly relevant for entities likely to use UK secondary listings:

• Australia. The Australian Accounting Standards Board adopted AASB S2 with an effective date of 31 December 2024. Large entities began reporting from periods beginning 1 January 2025, with medium-sized entities phasing in from 1 July 2026.
• Hong Kong. HKFRS S1 and S2, fully aligned with ISSB Standards, became effective on 1 August 2025 for listed entities.
• Japan. The Sustainability Standards Board of Japan finalised disclosure standards mandatory from April 2025 for approximately 4,000 listed companies, covering Scope 1 and Scope 2 emissions with Scope 3 on a comply-or-explain basis.

The EU represents a different case. Reporting under the Corporate Sustainability Reporting Directive follows the European Sustainability Reporting Standards (ESRS), which use a double materiality framework rather than ISSB's financial materiality model. The EU and ISSB published joint interoperability guidance in May 2024 to facilitate dual reporting, and an entity reporting under ESRS will generally produce information that overlaps substantially with what UK SRS S2 would require. A UK secondary-listed entity whose primary listing is in the EU would, under the FCA's proposed transparency regime, disclose that it reports under ESRS and signpost to those disclosures.

For an entity with a primary listing in the United States, the position is more variable. There is currently no federal ISSB-aligned mandate; California's SB 253 and SB 261 create state-level disclosure obligations that are partially aligned with TCFD and ISSB but do not constitute a national framework. A UK secondary-listed US entity might disclose that it has no mandatory home-jurisdiction climate framework and identify which voluntary standards (commonly the original TCFD recommendations, or voluntary ISSB application) it follows.

UK subsidiaries of overseas parents

A separate question arises for overseas groups with UK-incorporated subsidiaries that do not have any UK listing. The trigger for UK reporting obligations in this case is UK incorporation, not the parent's location. The relevant regime is the climate-related financial disclosure provisions in section 414CB of the Companies Act 2006, as amended by the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022.

A UK-incorporated subsidiary of an overseas parent is required to make climate-related financial disclosures in its Non-Financial and Sustainability Information Statement if it meets either of the size thresholds:

• It is a public interest entity (PIE) or AIM-listed entity with more than 500 employees, or
• It has turnover of more than £500 million and more than 500 employees.

These thresholds operate on a single-entity basis where the subsidiary is not itself a parent company, and on a consolidated basis where it heads a sub-group. The required disclosures are the eight climate-related financial disclosures set out in section 414CB(2A) — covering governance, identification and management of climate risks, principal risks and opportunities, business model impact, resilience analysis, targets, and key performance indicators.

The interaction with UK SRS is favourable for UK subsidiaries. The FRC has confirmed that the Government has designated UK SRS S2 as a national reporting framework under section 414CB(2A). A UK-incorporated subsidiary that uses UK SRS S2 — whether mandatorily as a future obligation or voluntarily today — does not need to separately satisfy the section 414CB(1)-(5) climate-related financial disclosures, provided the use of UK SRS S2 is clearly referenced in the Non-Financial and Sustainability Information Statement.

Group reporting exemptions may also apply where a UK subsidiary is included in a group strategic report prepared by its parent that satisfies the equivalent disclosure requirements. The detailed conditions are in the Companies Act 2006 group reporting provisions; the practical effect is that a UK subsidiary may rely on parent-level reporting where the parent's report covers the subsidiary's information and is filed in a form that satisfies UK requirements.

Voluntary application by overseas entities

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

Overseas entities sometimes apply UK SRS voluntarily for one of three reasons. First, an entity with significant UK investor base may use UK SRS to provide UK-aligned disclosure even though it is not subject to UK rules — common for North American entities with large UK institutional shareholders. Second, an entity preparing for a possible future UK listing may use UK SRS to build the reporting infrastructure in advance. Third, an entity within an international group whose subsidiaries are subject to UK SRS may apply the standards at parent level for consistency.

What to do this year

For overseas-incorporated entities with a UK primary listing (UKLR 6, 16 or 22):

• Treat the position as identical to that of a UK-incorporated peer. Map existing TCFD-aligned disclosures against UK SRS S2 and identify gaps. See the climate scenario analysis under UK SRS for the paragraph 22 resilience requirement, which is one of the most material upgrades from TCFD.
• Confirm whether the entity benefits from any of the transitional reliefs in CP26/5 paragraph 8.6 and decide whether to apply them.

For entities in the secondary listing category (UKLR 14) or depositary receipts category (UKLR 15):

• Identify the climate and sustainability disclosure requirements that apply in the primary listing jurisdiction or place of incorporation, including any reliefs or exemptions claimed. This is the substantive content of the proposed UK transparency disclosure.
• Identify any voluntary standards followed (TCFD, ISSB Standards, ESRS, GRI, others) and confirm where those disclosures are published.
• Prepare the assurance disclosure: provider, level, standards used, location of the assurance report.

For UK-incorporated subsidiaries of overseas parents:

• Confirm whether the subsidiary meets the section 414CB threshold (PIE/AIM-listed with 500+ employees, or £500m+ turnover with 500+ employees).
• Where the threshold applies, decide whether to satisfy the climate-related financial disclosure requirement via the existing TCFD-aligned template or by reference to UK SRS S2, which is now designated as a national reporting framework for this purpose.
• Where the parent reports against ISSB Standards or ESRS, consider whether parent-level reporting can be relied upon under the group reporting provisions and confirm with auditors.