International Funds Focus Quarterly | October 2025
Published on 16th October 2025
Carried interest tax reforms, Companies House identity checks, VC and future foods, and the FCA 'regulating growth'.
Welcome to this year's autumn edition of our quarterly International Funds Focus.
As the international regulatory and tax framework for investment funds evolves at different paces, in the UK, over the next 18 months, fund managers, boards and investors face a series of reforms that are set to reshape the compliance landscape.
From April 2026, the new carried interest regime takes effect in the UK: in this issue, we look at what this could mean in practice for non‑UK residency and payments on account. Next month, Companies House’s starts to introduce its identity verification requirements, but the new rules still leave questions unresolved. We also explore how venture investors and founders in the “future foods” sector can use articles of association to balance protection with agility in a fast‑moving, highly regulated market.
We have also assessed the Financial Conduct Authority’s (FCA) “regulate for growth” agenda and the direction of travel for the UK’s new private funds regime, including potential threshold changes and next steps.
Each of these developments carries practical implications whether for the preparation of fund structures, updating governance and compliance frameworks, or negotiating investment terms. Firms that anticipate the changes stand to navigate the transition more smoothly than those caught unprepared.
Osborne Clarke's investment management, fund formation and regulatory experts are well placed to advise you further on any of the rapidly changing developments covered in this edition of our International Funds Focus.
For further information please contact the experts mentioned in the articles or one of our funds partners: Helen Parsonage, Alison Riddle, Tim Simmonds, Simon Thomas and Robert Eke.
UK carried Interest tax reforms approach in 2026
From 6 April 2026, carried interest will be taxed differently with no transitional relief. Non‑UK residents will also be taxed on carry linked to UK workdays, with potential treaty relief. Payments on account will be based on the prior year’s liability, with no special smoothing for uneven receipts.
What are the tax technicalities of the new carried interest regime and what do fund managers need to know to prepare for the upcoming deadline?
Identity checks for all directors and persons with significant control from November in the UK
From 18 November, Companies House will phase in mandatory identity verification for control roles, which will also apply to funds structured as UK LLPs. These checks include UK company directors, people with significant control, UK LLP members, directors of certain unregistered companies and directors of overseas companies with a UK establishment.
Who will need to be verified, what areas are currently unclear in the legislation, when are the deadlines and what practical procedures can be taken?
Venture capital in UK future foods and articles of association
For venture funds that operate in the "future food" sector, a balance needs to be stuck between investor protection and founder engagement. Companies in this fast‑moving, highly regulated market can use their articles of association to bind all shareholders to suit the demands of food technology ventures. The British Private Equity and Venture Capital Association model articles provide a clear, adaptable base to do so.
The first six months of the UK FCA's new approach of 'regulating for growth'
At the start of the year, the FCA set out its “regulate for growth” agenda. As part of this, the FCA is seeking to introduce a new regime to support growth for private fund managers.
We understand that the proposed £100 million assets under management threshold, which determines which alternative investment fund managers may qualify under the "small" regime, may be increased to a £750 million net assets under management under the new regime. If correct, this would address a major point raised as part of Osborne Clarke's feedback to the regulator's consultation. The FCA has previously stated it will consult on detailed rules in the first half of 2026 – subject to feedback and decisions by the Treasury on the future regime – but we also gather that the FCA plans to consult on the new regime twice next year, with the first consultation likely in late spring.
