TCFD UK requirements — FCA Listing Rules and SI 2022/31
The UK has two parallel TCFD-aligned regimes: FCA Listing Rules (UKLR 6.6.6R(8)) for companies in the equity shares (commercial companies) category, on a comply-or-explain basis, and SI 2022/31 (the Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022) plus the parallel LLP Regulations for large UK companies and LLPs with more than 500 employees. Both are proposed to be reshaped from 1 January 2027 by UK SRS S2 under FCA CP26/5 — a consultation that closed on 20 March 2026, with the Policy Statement expected in autumn 2026. Nothing in it is in force.
Scale of the UK regime
Two regimes, two scope tests, two locations in the annual report — and the UK SRS S2 transition starting January 2027.
FCA Listing Rules vs SI 2022/31
Both regimes anchor on TCFD. The legal basis, scope test, location of disclosure and enforcement mechanism differ. A UK-listed company with more than 500 employees is typically caught by both.
UKLR 6.6.6R(8) — the listed-issuer regime
The FCA introduced TCFD-aligned disclosure into the Listing Rules sourcebook in December 2020 (PS20/17) for premium-listed companies, then extended it to standard-listed companies from 1 January 2022. Those categories were abolished on 29 July 2024 when the UK Listing Rules replaced the sourcebook, and the rule now sits at UKLR 6.6.6R(8); LR 9.8.6R(8) carries Handbook status Deleted.
- The disclosure requirementUKLR 6.6.6R(8)
- Companies in the equity shares (commercial companies) category must include in their Annual Financial Report a statement on whether their TCFD-aligned disclosures have been made consistent with the four core TCFD recommendations and the supporting 11 recommended disclosures. The rule itself is at UKLR 6.6 in the FCA Handbook, with guidance at UKLR 6.6.8G–6.6.12G. The wording explicitly references the TCFD recommendations and recommended disclosures.
- Comply-or-explain mechanicHow the rule operates
- Where the company has not made consistent disclosures, it must identify the recommendations not met, explain why, and set out the steps and timeframe to make those disclosures in future 1. The FCA expects this to be a substantive explanation, not boilerplate.
- FCA Technical Note TN/802.3FCA guidance
- FCA Primary Market Technical Note TN/802.3 (January 2026, successor to TN/802.2) 10 sets out FCA expectations on: (a) the location of disclosure in the Annual Financial Report; (b) materiality assessments under Strategy and Metrics; (c) what constitutes a satisfactory explanation; (d) governance of the TCFD disclosure preparation process; and (e) cross-referencing. It was finalised through Primary Market Bulletin 61 / FG26/1 15and took effect on 19 January 2026. Guidance on the underlying rule sits at UKLR 6.6.8G–6.6.12G.
- Investment entitiesScope carve-out
- Listed investment entities (typically closed-ended funds and investment trusts) are not caught by the same TCFD disclosure regime in the Listing Rules. Asset managers face TCFD obligations under separate FCA SDR rules.
- FCA enforcementSanctions
- Enforcement under FSMA 2000 11: public censure, financial penalties up to £1m for individuals or the greater of £5m or 10% of turnover for entities, and listing suspension. The FCA can also take action under the Listing Principles for inadequate or misleading disclosures.
SI 2022/31 + LLP Regulations 2022
The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 (SI 2022/31) and the parallel LLP Regulations 2022 impose mandatory climate-related disclosure on five categories of large UK entities. Effective for financial years starting on or after 6 April 2022.
- Category 1 — Relevant PIEsmore than 500 employees
- UK companies with more than 500 employees that are PIEs — i.e., have transferable securities admitted to trading on a UK regulated market, or are banking companies, or are insurance companies. The largest population in scope.
- Category 2 — AIM-listed companiesmore than 500 employees
- UK registered companies with securities admitted to trading on AIM with more than 500 employees. Captures the growth-market segment that sits outside the Main Market (and therefore outside the FCA Listing Rules regime).
- Category 3 — Other large UK companiesmore than 500 employees + £500m turnover
- UK companies not in Categories 1 or 2 with more than 500 employees and turnover above £500m. The two conditions are cumulative 2. Captures large private companies that would otherwise fall outside the UK climate-reporting regime.
- Category 4 — Large non-traded LLPsmore than 500 employees + £500m turnover
- UK LLPs (non-traded, non-banking) with more than 500 employees and turnover above £500m, in scope of the parallel LLP Regulations 2022. Disclosure sits in the Energy and Carbon Report of the Directors' Report (or in the Strategic Report where prepared).
- Category 5 — Traded or banking LLPsmore than 500 employees
- UK LLPs that are traded LLPs or banking LLPs with more than 500 employees, regardless of turnover.
- What must be disclosed under SI 2022/31Required content
- Eight specific climate-related disclosures aligned with the four TCFD pillars 3: (1) board oversight; (2) management role; (3) climate risks and opportunities; (4) impact on business model and strategy; (5) scenario analysis; (6) climate risk management processes; (7) integration with overall risk management; (8) metrics, targets and Scope 1/2 GHG emissions. Note: the SI does not directly cite TCFD by name.
- Disclosure locationNFSIS
- For companies, the climate-related disclosures must be in the Non-Financial and Sustainability Information Statement (NFSIS), a statutory section of the strategic report under Companies Act 2006 s.414CA, with the eight disclosures themselves at s.414CB(2A)(a)–(h). SI 2022/31 is a pure amending instrument — its regulations 2 to 4 insert this text and create no duty of their own, so the operative law to read is the Companies Act, not the SI. For LLPs, disclosures sit in the Energy and Carbon Report of the Directors’ Report or in the Strategic Report where one is prepared.
- EnforcementPenalties
- Enforcement under the Companies Act 2006 strategic-report regime 12. The FRC — authorised for the purposes of section 456 by SI 2021/465 art. 4 since 6 May 2021, in place of the former Conduct Committee — seeks voluntary correction and, failing that, may apply to court for a declaration and an order to revise. Companies House can pursue civil penalties (£2,500 to £50,000) for non-compliant strategic reports.
From PS20/17 to UK SRS S2
Six years from FCA policy statement to the proposed deletion of the TCFD-aligned Listing Rules. The proposed endpoint is mandatory UK SRS S2 from 1 January 2027 — proposed, not made.
- DEC 2020FCA PS20/17 — Premium-listed TCFD confirmed
- 1 JAN 2021Premium-listed TCFD reporting begins
- 1 JAN 2022Standard-listed extended into scope
- 6 APR 2022SI 2022/31 / LLP Regs effective for large companies
- 12 OCT 2023TCFD disbanded; IFRS Foundation takes over monitoring
- 29 JUL 2024UK Listing Rules replace premium/standard listing; LR 9.8.6R(8) deleted
- APR 2025FCA Primary Market Technical Note TN/802.2 issued
- 19 JAN 2026TN/802.3 supersedes TN/802.2 (via PMB 61 / FG26/1)
- 25 FEB 2026DBT publishes UK SRS S1 and S2
- AUTUMN 2026FCA Policy Statement on CP26/5 expected
- 1 JAN 2027Proposed UK SRS S2 mandatory; TCFD LRs deleted
What CP26/5 changes for UK TCFD
The FCA proposes to delete the TCFD-aligned Listing Rules entirely and replace them with mandatory UK SRS S2 for accounting periods beginning on or after 1 January 2027. SI 2022/31 / LLP Regs are under separate review.
CP26/5 consultation closed 20 March 2026
CP26/5 proposes to: (1) delete the TCFD-aligned Listing Rules in UKLR 6.6.6R(8); (2) introduce mandatory UK SRS S2 climate disclosure for 515 of the around 600 listed companies affected — those in the commercial companies, non-equity shares and non-voting equity shares, and transition categories — while the remaining 89, listed only in the secondary listing or depositary receipts categories, would instead state the requirements that apply in their primary listing location; (3) apply S1 broader sustainability disclosures on comply-or-explain from 1 January 2029; (4) align with FRC assurance framework under development.
Policy Statement expected autumn 2026.
UK TCFD requirements — frequently asked
UKLR 6.6.6R(8) detail, SI 2022/31 scope, when each regime started, FCA TN/802.3 status, enforcement, and the 2027 replacement.
What does UKLR 6.6.6R(8) require?
UKLR 6.6.6R(8) is the UK Listing Rule that requires companies in the equity shares (commercial companies) category to include in their Annual Financial Report a statement on whether their TCFD-aligned disclosures have been made consistent with the four core TCFD recommendations and the supporting 11 recommended disclosures.
Parallel duties sit at UKLR 14.3.24R, 15.3.1R(3), 16.3.23R and 22.2.24R, and UKLR 6.6.17R applies the rule to overseas companies in the same category.
The regime is comply-or-explain: where a company has not made the disclosures, it must explain why and set out the steps it is taking or plans to take to make consistent disclosures in future.
Who is in scope of SI 2022/31?
Five categories of large UK entities with more than 500 employees: (1) Relevant PIEs (UK regulated market, banking, insurance); (2) AIM-listed companies; (3) other UK companies with more than 500 employees and turnover above £500m; (4) large non-traded LLPs with more than 500 employees and turnover above £500m; (5) traded or banking LLPs with more than 500 employees.
When did UK TCFD requirements start?
The FCA Listing Rules applied to premium-listed companies for accounting periods beginning on or after 1 January 2021 and to standard-listed companies for accounting periods beginning on or after 1 January 2022 — those listing categories were abolished on 29 July 2024, when the UK Listing Rules replaced them, but the commencement dates are unchanged.
SI 2022/31 / LLP Regulations applied for financial years starting on or after 6 April 2022.
Does FCA TN/802.2 still apply?
No — TN/802.2 has been superseded.
Primary Market Technical Note TN/802.3 (January 2026), finalised through Primary Market Bulletin 61 / FG26/1 on 12 January 2026 and effective 19 January 2026, is the current version.
It sets out the FCA's expectations on how companies in the equity shares (commercial companies) category should comply with UKLR 6.6.6R(8), with guidance at UKLR 6.6.8G–6.6.12G.
If an adviser's note still cites TN/802.2, it predates that update.
TN/802.3 remains in force until the FCA's CP26/5 Policy Statement confirms the deletion of the TCFD-aligned listing rules in favour of mandatory UK SRS S2 from 1 January 2027; that consultation closed on 20 March 2026.
How is UK TCFD enforced?
Under the FCA Listing Rules, the FCA enforces directly using its powers under FSMA 2000 — public censure, financial penalties (up to £1m for individuals; greater of £5m or 10% of turnover for entities), and listing suspension.
Under SI 2022/31, the FRC monitors compliance through its corporate reporting review function — not the “Conduct Committee”, which ceased to be the authorised person on 6 May 2021 when SI 2021/465 art. 4 authorised the FRC itself for the purposes of section 456 of the Companies Act 2006; Companies House can pursue penalties for non-compliant strategic reports under the Companies Act 2006.
What happens to UK TCFD after 2027?
Under FCA CP26/5, the TCFD-aligned Listing Rules are proposed for deletion when UK SRS S2 becomes mandatory for accounting periods beginning on or after 1 January 2027.
The Companies Act duty that SI 2022/31 inserted — sections 414CA and 414CB — is unrepealed and continues to apply.
What has changed is that the Government has confirmed UK SRS S2 is a national reporting framework for the purposes of section 414CB(6), so a company reporting under UK SRS S2 need not duplicate the section 414CB(2A) disclosures; DBT has said it will consider the future of those obligations alongside the wider Modernisation of Corporate Reporting programme.
Separately, regulation 5(2) of SI 2022/31 requires the Secretary of State's first statutory review report to be published before 6 April 2027.
The TCFD guide set
The five dedicated pages plus the UK SRS migration guide cover the full picture.
TCFD — the UK guide
Cluster anchor: history, four pillars, UK applicability and the path to UK SRS S2.
RequirementsTCFD reporting requirements
Who must report, what to disclose, and when each regime applied.
FrameworkTCFD framework — four pillars + 11 disclosures
Detailed breakdown with mapping to IFRS S2 and UK SRS S2.
PracticalTCFD disclosures — practical guidance
How to draft each of the 11 disclosures with worked examples.
MigrationTCFD → UK SRS migration
What carries over from TCFD to UK SRS S2 and what UK SRS S2 demands on top.
RegulatorFCA CP26/5 — replacing TCFD LRs
The consultation that deletes the TCFD-aligned Listing Rules from 2027.
Related guides & references
SECR reporting guide
Streamlined Energy and Carbon Reporting — the foundational UK climate-reporting regime that pre-dates TCFD.
UK SRS thresholds
Who falls into UK SRS scope when the TCFD-aligned Listing Rules are replaced from 2027.
CP26/5 consultation tracker
Where CP26/5 stands and what happens before the Policy Statement.
Primary references
FCA, DBT, statutory instruments and professional commentary on the UK TCFD regime.