UK SRS scope · overseas companies
UK SRS for overseas companies: the listing decides, not the passport
UK SRS reaches an overseas company in one way only: through a UK listing in a covered category.
The FCA’s final rules of 30 September 2026 brought secondary listings and depositary receipts onto the same comply-or-explain basis as domestic issuers, reversing the signposting route the consultation had proposed.
A UK subsidiary or branch is not caught by UK SRS, though a subsidiary carries the ordinary UK climate and energy duties.
Scenarios
Six overseas positions, one test
Scope turns on the listing category of the securities, so an overseas company’s position depends on how it is present in the UK, not where it is incorporated.
| Position | Inside the FCA’s UK SRS rules? | What follows |
|---|---|---|
| Overseas company with a UKLR 6 listing | In the FCA rules | Same comply-or-explain duty as a UK issuer, including the transition plan statement |
| Secondary listing (UKLR 14) | In the FCA rules | Comply or explain; may rely on aligned home reporting; no transition plan statement |
| Depositary receipts (UKLR 15) | In the FCA rules | As UKLR 14 |
| UK subsidiary of an overseas group | Not unless itself listed | SECR, ESOS and s.414CB on its own figures; UK SRS voluntary |
| UK branch of an overseas company | No | Companies House registration under Part 34; no strategic report duty |
| Listed fund, shell or debt issuer | No — excluded by ¶3.7 | Whatever its home rules require |
The five covered categories are in PS26/19 paragraph 3.6; none of them depends on incorporation.
A company incorporated abroad with equity in UKLR 6 is treated exactly like a UK company in the same category; the general scope test is on UK SRS thresholds.
The FCA’s own summary of the rules for issuers is on the FCA and UK SRS.
UKLR 14 and 15
Secondary listings: what changed on 30 September
The biggest change in the final rules fell on overseas issuers.
The consultation proposed that a company with only a secondary listing or depositary receipts would name the overseas or voluntary standards it follows and say where to find the disclosures.
PS26/19 paragraph 1.7 replaced that with reporting against UK SRS on a comply-or-explain basis, “in place of the consultation proposal to signpost”.
Paragraph 4.35 records that the 89 issuers the FCA identified in those two categories are now under the same requirements as domestic listed issuers.
The S2 limb for UKLR 14 sits at UKLR 14.3.24R(4) and applies to depositary receipts through UKLR 15; the rule text is in the UK Listing Rules from 1 January 2027.
The transition plan statement in UKLR 6.6.6R(8)(e) does not apply to these issuers; the clause-by-clause reading is on UK SRS rules analysed.
The consultation’s own page, CP26/5, still describes the earlier proposal; the Policy Statement governs.
| CP26/5 proposed | PS26/19 made | |
|---|---|---|
| Basis | A signposting statement | Comply or explain against UK SRS |
| UK SRS S2 | Not applied | Disclose, or explain what is missing, why, and the steps planned |
| Home reporting | Named and located | May be relied on where it meets UK SRS outcomes |
| Transition plan statement | — | Not applied to UKLR 14 and 15 |
Home reporting
Relying on home-country ISSB reporting, and where it falls short
Most secondary-listed companies already report under their home rules, and many of those rules are built on the ISSB standards.
In its response after paragraph 2.67 the FCA says such a company “may already broadly comply” where home reporting aligns with UK SRS outcomes, and may rely on it; where UK SRS is not met in full, it must explain.
The IFRS Foundation counts over 40 jurisdictions that have decided to use or are taking steps to introduce ISSB standards; each one’s status is on its jurisdiction register.
But UK SRS is not IFRS S2 word for word, and Annex A of the government response lists every difference.
The one that runs against the reporter is UK SRS S2 paragraph B59A: a bank, insurer or asset manager that cannot estimate financed emissions for the same period must explain why.
A home report under IFRS S1 and S2 is therefore the starting point for a gap analysis, not a substitute for one; the comparison is on UK SRS vs IFRS S1 and S2.
Where UK SRS S2 differs from IFRS S2
| Point | UK SRS S2 |
|---|---|
| Industry-based guidance (¶¶12, 23, 32) | "May" refer to it, not "shall" |
| Financed emissions (¶B59A) | Must explain if not disclosed for the same period — stricter |
| Scope 3 relief (¶C4) | No time limit in the standard; the FCA rules give one year |
Source: DBT government response, Annex A
Subsidiaries
UK subsidiaries of overseas groups: UK duties on their own figures
A UK subsidiary is a UK company, and every UK duty is assessed on its own facts, wherever the parent is.
It is not inside the FCA’s UK SRS rules unless it has its own securities listed in a covered category.
It is inside SECR if it exceeds the size limits, under SI 2018/1155; the interaction of SECR with UK SRS is on SECR and UK SRS.
It is inside the section 414CB climate disclosures if it has more than 500 employees and meets the turnover or company-type limb, subject to the subsidiary exemption for companies covered by a qualifying group statement.
It may adopt UK SRS voluntarily, and doing so lets it meet section 414CB through UK SRS S2, which the government response confirmed as a national reporting framework.
Voluntary use, and the reliefs that come with it, are on voluntary UK SRS reporting.
Branches
UK branches: registration, not reporting
A branch is part of the overseas company, not a separate company.
Section 1044 defines an overseas company as one incorporated outside the United Kingdom, and section 1046 makes it register particulars when it opens a UK branch.
Those are registration duties, not the Companies Act accounts and strategic report duties that carry SECR and the climate disclosures.
So a branch alone brings neither SECR nor UK SRS; only a UK listing in a covered category brings the FCA rules.
A group that operates through both a branch and a UK subsidiary should assess the subsidiary on its own figures.
A Jersey, Guernsey or Isle of Man company is not a company under section 1 of the Companies Act, so the strategic report duty does not reach it.
A UK listing still does: a Crown Dependency company in UKLR 6 is inside the FCA rules.
Guernsey’s regulator has said it has no plans for a mandatory sustainability reporting regime.
The EU
The EU route, in the other direction
A UK parent can itself be the overseas company in the EU’s eyes.
Under Article 40a of the Accounting Directive, a non-EU parent with EU net turnover above €450 million in each of the last two consecutive financial years, and an EU subsidiary or branch above €200 million, is brought into EU sustainability reporting.
That is EU law applied through the EU undertaking, and it runs alongside, not instead of, any UK listing duty.
A group caught by both will find the checklist on UK SRS compliance useful.
Frequently asked
Questions people ask
Does UK SRS apply to overseas companies listed in the UK?
Yes, if the listing is in one of the five covered categories.
The FCA's final rules (PS26/19, 30 September 2026) apply to companies listed in UKLR 6, 14, 15, 16 and 22 whatever their country of incorporation, on a comply-or-explain basis for accounting periods beginning on or after 1 January 2027.
International commercial companies with a secondary listing (UKLR 14) and depositary receipt issuers (UKLR 15) are included.
Do secondary-listed companies only have to make a signposting statement?
Not any more.
CP26/5 proposed that UKLR 14 and 15 issuers would state which overseas or voluntary standards they follow and where to find the disclosures.
The final rules replaced that with the same comply-or-explain reporting against UK SRS that applies to domestic issuers.
PS26/19 paragraph 4.35 says the 89 such issuers the FCA identified are now subject to the same requirements.
Can an overseas company rely on its home-country ISSB reporting?
Partly.
The FCA says that where a company's home-jurisdiction reporting aligns with the outcomes of UK SRS it may already broadly comply, and it may rely on that reporting to reduce duplication; where UK SRS requirements are not met in full, it must explain.
UK SRS is not identical to IFRS S1 and S2, so a gap analysis against the UK text is still needed — for example on financed emissions, where UK SRS S2 paragraph B59A asks for an explanation IFRS S2 does not.
Does a UK subsidiary of an overseas group have to report under UK SRS?
Not unless it is itself listed in one of the covered categories.
It is a UK company, so it is assessed on its own figures for SECR, ESOS and the Companies Act climate-related financial disclosures, regardless of where its parent sits. It may use UK SRS voluntarily.
Do UK branches of overseas companies need to apply UK SRS?
No. A branch is not a separate company.
Under Part 34 of the Companies Act 2006, an overseas company that opens a UK branch has registration duties, not the strategic report duties that carry SECR and the climate-related financial disclosures, and UK SRS scope under the FCA rules turns only on listing.
Does the transition plan statement apply to secondary-listed companies?
The FCA's requirement for a listed company to say whether it has published a climate-related transition plan, and if not why not, sits in UKLR 6.6.6R(8)(e) and does not apply to UKLR 14 and 15 issuers.
Are Jersey, Guernsey or Isle of Man companies in scope?
Through a listing, yes: a Crown Dependency company listed in UKLR 6 is inside the FCA rules like any other.
The Companies Act duties are different, because a company incorporated outside the UK is not a company for the strategic report duty; its UK-incorporated subsidiaries are assessed on their own facts.
Sources
Primary sources
Every figure, date and status on this page traces to the instrument’s owner.
Secondary commentary is never the source for a number.
- Financial Conduct AuthorityPS26/19: Aligning listed issuers' sustainability disclosures with international standards
Published 30 September 2026.
- Financial Conduct AuthorityPS26/19 (PDF), ¶¶1.7, 3.6, 4.35; the response after ¶2.67; Appendix 1 (UKLR 14.3.24R(4))
Secondary listings and depositary receipts on comply or explain; home-jurisdiction reliance; the 89 issuers.
- Financial Conduct AuthorityCP26/5 (PDF), ¶¶9.4–9.9
The signposting statement the final rules did not adopt.
- Financial Conduct AuthorityCP26/5 landing page
- Financial Conduct AuthorityFCA Handbook — UK Listing Rules (UKLR)
- Department for Business and TradeUK Sustainability Reporting Standards: UK SRS S1 and UK SRS S2
- Department for Business and TradeUK SRS S2 (PDF), ¶¶B59, B59A
The financed-emissions explanation — stricter than IFRS S2.
- Department for Business and TradeExposure drafts of UK SRS: government response, Annex A (PDF)
Every difference between UK SRS and IFRS S1 and S2.
- Department for Business and TradeGovernment response to the consultation on UK SRS (web version)
- IFRS FoundationIFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information
- IFRS FoundationIFRS S2 Climate-related Disclosures
- IFRS FoundationISSB update to the CMAC and GPF, 18 June 2026 (PDF)
"Over 40 jurisdictions" — the owner’s count, dated.
- IFRS FoundationUse of IFRS Sustainability Disclosure Standards by jurisdiction
- legislation.gov.ukCompanies Act 2006
Section 1 ("company") and section 414A.
- legislation.gov.ukCompanies Act 2006, section 414CB
- legislation.gov.ukCompanies Act 2006, section 1044 ("overseas company")
- legislation.gov.ukCompanies Act 2006, section 1046 (registration of overseas companies)
Registration triggered by a UK branch.
- legislation.gov.ukSI 2018/1155 — the SECR Regulations
- Guernsey Financial Services CommissionSustainability reporting in the Bailiwick of Guernsey: feedback paper
No plans for a mandatory regime.
- EUR-LexDirective 2013/34/EU, consolidated, Article 40a
The EU’s route to a non-EU parent.