TCFD · the UK law
TCFD UK requirements: what the Companies Act actually says
The UK’s TCFD requirements in law are the climate-related financial disclosure regulations of 2022, which amended the Companies Act 2006 and the rules for LLPs.
They never mention the Task Force: they set out eight disclosures of their own, for financial years beginning on or after 6 April 2022.
This page reads them provision by provision, and sets them against the eleven.
The short answer
Is TCFD mandatory in the UK? For the companies the Act names
The Companies Act does not say “TCFD”: it says “climate-related financial disclosures”, and section 414CB(A1) says the company’s statement “must contain” them.
The obligation sits in the non-financial and sustainability information statement, part of the strategic report, and it was inserted by SI 2022/31.
LLPs got a matching duty from SI 2022/46, on the same date.
Both apply to financial years beginning on or after 6 April 2022, so the first disclosures appeared in annual reports for years starting that spring.
The UK has other TCFD routes — the listing rules, the FCA’s ESG sourcebook, the pension scheme regulations — and they are compared on TCFD reporting requirements.
This page is about the one written into company law.
“The non-financial and sustainability information statement must contain the climate-related financial disclosures of the company.”
Companies Act 2006, section 414CB(A1).
Scope, step by step
Who is caught: a class, then a floor
Section 414CA works in two steps.
First the company must fall into one of six classes.
Then every class is subject to the same exclusions, the most important being 500 employees.
| Step | The test | Provision |
|---|---|---|
| 1a | At any time in the year a traded company, a banking company, an authorised insurance company, a company carrying on insurance market activity, or a company with securities on AIM | s.414CA(1)(a)–(e) |
| 1b | Or a “high turnover company”: turnover of more than £500 million (for a parent, aggregate group turnover of more than £500 million net) | s.414CA(1A), (2A) |
| 2 | And not a company with no more than 500 employees, nor a parent whose group has no more than 500 | s.414CA(1B), (4) |
| 3 | And not subject to the small companies regime, and not qualifying as medium-sized | s.414CA(3) |
| 4 | And not a subsidiary covered by a qualifying group statement | s.414CA(7) |
The floor is what most summaries miss: it applies to every class, banks and insurers included.
A bank with 400 staff is out, whatever its balance sheet.
A private company with 5,000 staff and turnover of £300 million is out, because it is in no class.
An AIM company with 600 staff is in, through limb (e), even though it is unquoted for other purposes.
A private group with 800 staff and aggregate turnover of £600 million is in, through the high-turnover limb.
Employees are counted as a monthly average over the financial year, and the revised text of section 414CA carries the full definitions.
Section 414CB(2A)
The eight climate-related financial disclosures
Subsection (2A) is a definition: it says what the disclosures are.
Subsection (A1) is the duty to give them.
| Limb | The disclosure | May be omitted? |
|---|---|---|
| (a) | A description of the governance arrangements in relation to assessing and managing climate-related risks and opportunities | No |
| (b) | A description of how climate-related risks and opportunities are identified, assessed and managed | No |
| (c) | A description of how processes for identifying, assessing and managing climate-related risks are integrated into the overall risk management process | No |
| (d) | A description of the principal climate-related risks and opportunities, and the time periods by reference to which they are assessed | No |
| (e) | A description of the actual and potential impacts of the principal risks and opportunities on the business model and strategy | Yes, with a reasoned explanation |
| (f) | An analysis of the resilience of the business model and strategy, taking into consideration different climate-related scenarios | Yes, with a reasoned explanation |
| (g) | A description of the targets used to manage climate-related risks and realise opportunities, and of performance against them | Yes, with a reasoned explanation |
| (h) | A description of the KPIs used to assess progress against those targets, and of the calculations on which they are based | Yes, with a reasoned explanation |
The wording above follows the LLP text, which the regulations drafted in the same terms as the company provision.
Nothing in the eight asks for greenhouse gas emissions; for large companies those come through SECR.
What each of the TCFD eleven asks for, and where it goes, is on TCFD disclosures.
CFD against TCFD
The eight against the eleven, pillar by pillar
The government wrote its own eight disclosures rather than adopting the eleven, and the differences are small in number and real in effect.
Governance is one limb, not two: the Act does not separate the board from management.
The Act asks for “principal” risks and opportunities, and lets the company choose the time periods it assesses them over.
Scenario analysis is required as an analysis of resilience, with no 2°C scenario named, and it is one of the four limbs that can be omitted with an explanation.
The KPIs limb ties metrics to the targets and asks for the calculations behind them, which the TCFD’s metrics disclosure does not.
And there is no emissions limb at all.
So a listed company that meets the listing-rule TCFD statement has to check the Companies Act text separately; the mapper beside this text shows where each of the eleven lands.
The same four pillars run through every framework, as what is TCFD explains.
TCFD’s eleven · the Companies Act’s eight
- Governance a)s.414CB(2A)(a)
TCFD: The board’s oversight of climate-related risks and opportunities.
Act: Governance arrangements for assessing and managing climate-related risks and opportunities.
One limb covers both board and management; the Act does not split them.
UK SRS S2 ¶¶5–7
- Governance b)s.414CB(2A)(a)
TCFD: Management’s role in assessing and managing them.
Act: The same governance limb.
UK SRS S2 ¶¶5–7
- Strategy a)s.414CB(2A)(d)
TCFD: Risks and opportunities over the short, medium and long term.
Act: The principal risks and opportunities, and the time periods by reference to which they are assessed.
The Act says “principal” and lets the company choose its time periods.
UK SRS S2 ¶10
- Strategy b)s.414CB(2A)(e)Omission allowed, s.414CB(4A)
TCFD: Impact on businesses, strategy and financial planning.
Act: Actual and potential impacts on the business model and strategy.
“Financial planning” is not in the Act’s wording.
UK SRS S2 ¶¶8–21 (financial effects ¶¶15–21)
- Strategy c)s.414CB(2A)(f)Omission allowed, s.414CB(4A)
TCFD: Resilience of the strategy under different scenarios, including a 2°C or lower scenario.
Act: An analysis of the resilience of the business model and strategy, taking into consideration different climate-related scenarios.
No 2°C scenario is named in the Act, and the limb can be omitted with a reasoned explanation.
UK SRS S2 ¶22
- Risk management a)s.414CB(2A)(b)
TCFD: Processes for identifying and assessing climate-related risks.
Act: How the company identifies, assesses and manages climate-related risks and opportunities.
The Act’s limb also reaches opportunities.
UK SRS S2 ¶¶24–26
- Risk management b)s.414CB(2A)(b)
TCFD: Processes for managing climate-related risks.
Act: The same identify-assess-manage limb.
UK SRS S2 ¶¶24–26
- Risk management c)s.414CB(2A)(c)
TCFD: Integration into overall risk management.
Act: How those processes are integrated into the overall risk management process.
UK SRS S2 ¶¶24–26
- Metrics and targets a)s.414CB(2A)(h)Omission allowed, s.414CB(4A)
TCFD: Metrics used to assess climate-related risks and opportunities.
Act: Key performance indicators used to assess progress against targets, and the calculations behind them.
The Act ties its KPIs to the targets in (g) and asks for the calculations.
UK SRS S2 ¶¶27–32
- Metrics and targets b)No CA 2006 limb
TCFD: Scope 1, Scope 2 and, if appropriate, Scope 3 emissions.
Act: No limb of s.414CB(2A) asks for greenhouse gas emissions.
Emissions reach a large company’s annual report through SECR, not through this section.
UK SRS S2 ¶29(a)
- Metrics and targets c)s.414CB(2A)(g)Omission allowed, s.414CB(4A)
TCFD: Targets used and performance against them.
Act: Targets used to manage risks and realise opportunities, and performance against them.
UK SRS S2 ¶¶33–37
TCFD Final Report (June 2017) Figure 4; Companies Act 2006 s.414CB(2A), (4A); UK SRS S2 paragraph ranges.
The pairing is this site’s reading of the two texts, not an official concordance.
Section 414CB(4A)–(4B)
Leaving a disclosure out: the reasoned explanation
The Act allows a company to omit the whole or part of limbs (e), (f), (g) or (h).
The test is the directors’ reasonable belief that, having regard to the nature of the business and how it is carried on, the disclosure is not necessary for an understanding of the business.
Where they rely on it, the strategic report must give a clear and reasoned explanation of that belief.
Limbs (a) to (d) have no such route: a company in scope must describe its governance, its risk processes, their integration and its principal climate-related risks and opportunities.
For LLPs the LLP regulations make the same provision for the same four limbs.
| Can be omitted | Cannot be omitted |
|---|---|
| (e) impacts on business model and strategy | (a) governance |
| (f) scenario resilience | (b) identify, assess, manage |
| (g) targets | (c) integration |
| (h) KPIs | (d) principal risks and time periods |
Section 414CB(6)
The UK SRS S2 route, and the review
Section 414CB(6) lets a company draw on national and international reporting frameworks, and the Department for Business and Trade has confirmed that UK SRS S2 is one.
A company reporting in accordance with UK SRS S2 therefore does not need to duplicate its disclosures to meet the eight limbs.
In the same document the government said it will consider the future of the section 414CB(2A) obligations when it considers the merits of reporting requirements against UK SRS.
SI 2022/31 also requires a review of the regulations, with the first report to be published before 6 April 2027, and the government’s modernising corporate reporting consultation makes no proposals on the climate disclosures while that review runs.
So the section is in force, and unchanged since SI 2022/31, until Parliament changes it.
How the UK standard compares with the TCFD framework is on UK SRS vs TCFD, and the standard itself on UK SRS S2.
“UK SRS S2 is a national reporting framework for the purposes of section 414CB(6) of the Companies Act.”
DBT, UK SRS consultation response, Chapter 3 (February 2026).
LLPs
The LLP regulations: two tests, two reports
| LLP | Test | Where the disclosures go | Provision |
|---|---|---|---|
| Traded LLP or banking LLP | More than 500 employees (for a parent, across the group) | Strategic report | SI 2022/46 reg 2 — modified s.414C(1), (1A) |
| Any other LLP | More than 500 employees and annual turnover of more than £500 million (for a parent, across the group) | Energy and carbon report | SI 2022/46 reg 4 — new s.416A |
For LLPs that are not traded or banking LLPs, the two tests are joined by “and”: an LLP needs both more than 500 employees and turnover over £500 million.
That is narrower than the company test, where high turnover is one class among six.
A turnover figure for a financial year that is not twelve months long is adjusted proportionately.
Section 414CB(10)
The guidance: non-binding, dated, due an update
Section 414CB(10) gives the Secretary of State a power to issue guidance on the disclosures, and nothing more: it is not a power to change who is caught or what is required.
The guidance issued under it is the government’s Climate-related financial disclosures for companies and LLPs, published on 21 February 2022 and listed under the Department for Business, Energy and Industrial Strategy and the Department for Energy Security and Net Zero.
It has not been revised since.
The FRC records that the government intends to update it to reflect UK SRS S2’s status as a national reporting framework.
It is often attributed to HM Treasury, which led a separate TCFD taskforce and roadmap; the guidance itself is not a Treasury document.
The other UK routes
Listing rules and FCA rules: separate duties
Company law is one of five UK routes, and a company can be caught by more than one.
A listed company makes a TCFD statement under UKLR 6.6.6R(8) for accounting periods beginning before 1 January 2027, and reports against UK SRS on a comply-or-explain basis after that under the FCA’s final rules.
The consultation that led to them, CP26/5, had proposed a mandatory UK SRS S2; the final rules did not adopt it.
Nothing in those rules changes the Companies Act disclosures, which continue for listed and unlisted companies alike.
Asset managers, life insurers and FCA-regulated pension providers have their own TCFD route in the ESG sourcebook, introduced by PS21/24.
All five routes, with the checker, are on TCFD reporting requirements.
Frequently asked
TCFD UK requirements: questions people ask
Is TCFD mandatory in the UK?
For the organisations the law and the regulators name, yes, in one form or another.
Companies with more than 500 employees that are traded, banking, insurance or AIM companies, or have turnover over £500m, must give eight climate-related financial disclosures under the Companies Act 2006.
Listed companies make a comply-or-explain TCFD statement under the listing rules until 2027.
For everyone else it is voluntary.
Which UK companies must make climate-related financial disclosures?
A company that was at any time in the year a traded company, a banking company, an authorised insurance company, a company carrying on insurance market activity or an AIM company, or that had turnover of more than £500 million, provided it (or its group) has more than 500 employees.
Companies qualifying as small or medium-sized are excluded, and so are subsidiaries covered by a group statement.
What are the UK climate-related financial disclosure regulations?
Two statutory instruments made in 2022: SI 2022/31 for companies, which amends sections 414C, 414CA and 414CB of the Companies Act 2006, and SI 2022/46 for LLPs.
Both apply to financial years beginning on or after 6 April 2022.
What must the disclosures cover?
Eight things: governance arrangements; how risks and opportunities are identified, assessed and managed; how that is integrated into overall risk management; the principal risks and opportunities and the time periods used; their actual and potential impacts on the business model and strategy; the resilience of the business model and strategy under different climate-related scenarios; the targets and performance against them; and the KPIs and their calculations.
Can a company leave any of the disclosures out?
Four of them.
Limbs (e) to (h) — impacts, scenario resilience, targets and KPIs — may be omitted where the directors reasonably believe they are not necessary for an understanding of the business, and the strategic report must give a clear and reasoned explanation.
Limbs (a) to (d) cannot be omitted.
Does UK SRS S2 satisfy the Companies Act disclosures?
The government has confirmed that UK SRS S2 is a national reporting framework for the purposes of section 414CB(6), so a company reporting in accordance with it does not need to duplicate its disclosures to meet section 414CB(2A).
It has also said it will consider the future of the section 414CB(2A) obligations.
Are the Companies Act disclosures the same as TCFD?
No. They follow the four TCFD pillars in the government’s own words: eight disclosures rather than eleven, “principal” risks, no named 2°C scenario, and no emissions limb.
The Act never mentions the Task Force.
Do LLPs have to report under TCFD?
Traded and banking LLPs with more than 500 employees give the eight disclosures in their strategic report.
Other LLPs give them in their energy and carbon report if they have more than 500 employees and turnover of more than £500 million.
Unlike the company test, the second LLP test needs both.
Is the 2022 guidance binding?
No. The government’s guidance of 21 February 2022 is non-binding guidance issued under the Secretary of State’s power in section 414CB(10), which is a power to issue guidance, not to make rules.
The government has said it intends to update it now that UK SRS S2 can discharge the disclosures.
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.
- legislation.gov.ukCompanies Act 2006, section 414CA — companies required to disclose
The six qualifying classes, the 500-employee floor and the exclusions.
- legislation.gov.ukCompanies Act 2006, section 414CB(A1), (2A), (4A)–(4B), (6), (10)
The duty, the eight disclosures, the omission rule, national frameworks and the guidance power.
- legislation.gov.ukSI 2022/31 — the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022
The amending instrument: commencement 6 April 2022 and the review duty.
- legislation.gov.ukSI 2022/46, regulation 1 — commencement for LLPs
Financial years commencing on or after 6 April 2022.
- legislation.gov.ukSI 2022/46, regulation 2 — traded and banking LLPs
More than 500 employees; the eight disclosures in the strategic report.
- legislation.gov.ukSI 2022/46, regulation 4 — large LLPs
More than 500 employees and turnover over £500m; the energy and carbon report.
- Department for Energy Security and Net Zero / BEISClimate-related financial disclosures for companies and LLPs (21 February 2022)
The non-binding guidance issued under the guidance power.
- Department for Business and TradeUK SRS exposure drafts: consultation response (February 2026), Chapter 3
UK SRS S2 confirmed as a national reporting framework for s.414CB(6).
- Department for Business and TradeUK Sustainability Reporting Standards: UK SRS S1 and UK SRS S2
The standards a company may use to meet the eight disclosures.
- Department for Business, Innovation, Science and TradeModernising corporate reporting — consultation (7 September to 30 November 2026)
¶147: no proposals on the climate disclosures while the post-implementation review runs.
- Financial Reporting CouncilSustainability reporting developments — frequently asked questions
The government intends to update the 2022 guidance.
- Financial Conduct AuthorityFCA Handbook, UKLR 6.6
The separate listing-rule TCFD statement.
- Financial Conduct AuthorityPS26/19 — final rules on UK SRS for listed companies
The listing-rule route moves to UK SRS from 2027; the Companies Act route does not.
- Financial Conduct AuthorityCP26/5 (PDF)
The consultation PS26/19 finalised.
- Financial Conduct AuthorityPS21/24 — climate-related disclosures by asset managers, life insurers and FCA-regulated pension providers
The FCA’s own TCFD route for the financial sector.
- Financial Conduct AuthorityFCA Handbook, ESG sourcebook chapter 2
The TCFD entity report.