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22 October 2025

Section 225 of the Companies Act 2014 (as amended) requires directors to include a compliance statement in the annual directors’ report within a company’s financial statements.

The compliance statement requires directors to acknowledge responsibility for securing the company’s material compliance with tax and legal obligations under relevant legislation (relevant obligations), and to confirm or explain what assurance measures and structures are in place to ensure compliance.

The directors must put in place appropriate arrangements or structures that are, in the opinion of the directors, structured to secure compliance with the company’s relevant obligations. There should be reasonable assurance of compliance in all material respects with the company’s relevant obligations.

The directors should also ensure annual reviews of existing arrangements and structures are in place to maintain ongoing compliance in this regard.

Who do the requirements apply to?

Consequences of non-compliance

Failure to comply with the compliance statement requirements is a criminal offence and any director in default shall be guilty of a Category 3 offence attracting:

How can directors make themselves comfortable to provide this statement?

Directors may take appropriate advices to satisfy themselves that the arrangements put in place will provide reasonable assurance of material compliance. KPMG Law LLP have a dedicated team of legal professionals who can assist with all aspects of the directors’ compliance statement arrangements, tailored to individual client needs.

Please reach out to our team for further information.

How we can help

KPMG Law LLP offer a range of services to assist directors with all aspects of the directors’ compliance statement arrangements and avoid the consequences of non-compliance.

KPMG Law LLP can help with the required assurance measures by assisting with:

We tailor our solutions to meet your requirements. Get in touch with our team below for more.

Contact the team

michael moore

Michael Moore

Partner, Head of Corporate Structuring

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