CP23/31: Primary Markets Effectiveness Review: Feedback to CP23/10 and detailed proposals for listing rules reforms

Consultation opens
Consultation period for LR 8 proposals closes
Consultation period for CP23/31 policy and tranche 1 UKLR proposals closes
Extension for comments on tranche 2 closes

These proposed listing regime reforms aim to encourage a greater range of companies to list and grow on UK markets. 

Read CP23/31 (PDF) 

Update: 7 March 2024

CP23/31, published on 20 December 2023, included a first tranche (tranche 1) of the new draft UK Listing Rules (UKLRs) and explained that a second tranche (tranche 2) would follow later in Q1 2024. We have now published an updated draft instrument on 7 March 2024, which contains tranche 2 alongside the original tranche 1 drafting to form a complete draft instrument for the new UKLRs. 

Read UK Listing Rules instrument 2024 (PDF)

The updated draft instrument supersedes Appendix 1 of CP23/31 and should be taken as the full and complete draft UKLRs for consultation purposes.

The new draft instrument publication includes the following new material:

  • updated commercial company draft rules published in tranche 1, which includes updates as previously described in CP23/31. The key changes are summarised below (there may be others in instrument):
    • the addition of former Premium Listing Principles 3 & 4 into the commercial companies category (pages 70, 79-80)
    • alleviations for sovereign controlled issuers (pages 69-71; 80-81; 87-88; 100-101; 140-141; 154), and 
    • confirmed drafting for sponsor requirements for the closed-ended investment funds (UKLR 11) and shell company categories (UKLR 13) added into UKLR 4 (pages 63 and 64) and UKLR 24 (pages 329, 331 to 333)
  • the remaining proposed UKLRs for listing categories (UKLRs 11 to 19, and UKLR 22 to 23) other than the commercial companies category, including for closed-ended investment funds and shell companies
  • the remaining cross-cutting chapters for all listed securities (UKLR 1, UKLR 2, UKLR 20 to 21), and
  • transitional provisions

In a separate instrument, we have also published proposed consequential changes to other FCA Handbook sourcebooks:

We have not updated Appendix 3 Handbook origins table of CP23/31 as part of the tranche 2 publication.

The CP23/31 closing date of Friday 22 March 2024 remains unchanged for comments on the full set of policy positions as well as the tranche 1 draft rules published on 20 December 2023. 

By exception to the above, we will accept consultation submissions in relation to the additional tranche 2 draft instrument material and the consequential changes instrument until Tuesday 2 April 2024. These can be sent to cp23/[email protected] or submitted via the online response form link below. We may not consider responses received after this date.

We are also in the process of reviewing and updating Technical and Procedural Notes, and we expect to consult on these in two Primary Markets Bulletins, during April and June. We will also publish certain draft forms during that same period.

Why we are consulting 

In CP23/10 in May 2023, we consulted on proposals aimed at making the UK’s listing regime more accessible, effective, and competitive.  

Having conducted a broad engagement process and received extensive feedback on our initial proposals and the wider impact our changes may have on the overall UK capital markets ecosystem, we are now setting out our detailed proposed measures.  

Our proposals to create a simpler, more disclosure-based listing regime with a single commercial company category are aimed at helping boost UK growth and competitiveness by making our regime more attractive to a wider range of companies, so they list and grow here. This should also provide greater opportunities for investors, while still keeping high standards of disclosure so shareholders retain the ability to exercise stewardship and other rights to influence company behaviour. This also involves some re-balancing of risk as part of ensuring the market overall supports the risk appetite the economy needs.  

We remain open to further views and evidence from all sides of the market on whether we have got the balance right. 

Who is this for

The following should read this document in its entirety: 

  • companies currently listed in or considering a listing in the UK 
  • existing and prospective investors in UK listed companies, including individual and institutional investors 
  • the advisory community that advises and supports issuers undertaking an initial public offering (IPO) and meeting ongoing obligations post admission to listing and trading, including existing and prospective sponsor firms, investment banks, law firms and accountancy firms 
  • UK exchanges and operators of markets for listed securities, and 
  • intermediaries who may facilitate, including providing execution and/or marketing of investments to issuers, whether at IPO or in secondary markets

The following will also be interested in this consultation, among others:

  • trade associations representing the various market participants above or member groups with thematic interests (eg, general capital markets, governance or stewardship etc), and 
  • wider financial market participants, such as research analysts and index providers, academics and other market commentators  

Next steps

Further draft rules

  • Further to the publication of CP23/31 and a first tranche of the initial draft UK Listing Rules (UKLR) sourcebook provisions contained within it, we will publish a second tranche of draft rules later in Q1 2024 as part of this consultation process.


  • A new version of the draft UKLR instrument was published on 7 March 2024, which includes new tranche 2 provisions alongside the initial tranche 1 draft rules published with CP23/31. A further draft instrument with proposed consequential changes to other FCA Handbook sourcebooks was also published on 7 March 2024.

Respond to our consultation via: 

Our proposals have different deadlines for feedback:  

  • the consultation period for LR 8 proposals regarding sponsor competence closes on 16 February 2024
  • UPDATE: This part of the consultation is now closed. 
  • the consultation period for UKLR proposals regarding the replacement to the current LR sourcebook closes on 22 March 2024 
  • UPDATE: The consultation period for responses on the tranche 2 additions to the draft UKLR instrument and the consequential changes instrument closes on 2 April 2024.


Thriving capital markets are critical to building the conditions for a strong and sustainable economy that allows innovation, growth, and investment.

That is why we are driving forward with detailed proposals for the most far-reaching reforms of the UK's listings regime in three decades, following CP23/10 in May 2023.

In our three-year strategy we committed to seizing the opportunity to further strengthen the attractiveness of UK capital markets. This consultation on the detailed rules is the next milestone as we deliver on that promise at pace. We will continue to do our part to encourage a wide and diverse range of companies to list in the UK, and for investors and markets to have greater choice and opportunity in a healthy and thriving public markets ecosystem.