Shaping the future of AIM: LSE consultation on proposed changes to the AIM Rules for Companies

On 4 June 2026, the London Stock Exchange (LSE) published AIM Notice 62, launching a significant consultation on proposed amendments to the AIM Rules for Companies and the AIM Disciplinary Procedures and Appeals Handbook.

The consultation forms part of the LSE’s broader ‘Shaping the Future of AIM’ initiative, which began with a discussion paper in April 2025 and progressed through a feedback statement published in November 2025. The proposals are wide-ranging and, if implemented, would represent some of the most substantial reforms to AIM’s regulatory framework in recent years. Responses to the consultation are invited by close of business on 2 July 2026.

The stated aims of the reforms are to differentiate AIM more clearly from the LSE’s Main Market by, amongst other goals, reducing unnecessary regulatory burdens on admission, supporting AIM companies undertaking transactions and fundraisings leveraging the expertise of Nomads and reinforcing the responsibilities of investors under AIM’s buyer-beware model. A number of the proposed rule changes formalise existing policy approaches that the LSE has already been applying since the feedback statement, while others are new proposals subject to this consultation.

In this article, we set out the key proposed changes and consider their practical significance for AIM-listed companies, their advisers and those contemplating an AIM listing.

Streamlining the admission process

A central theme of the consultation is the simplification of the AIM admission process, which the LSE acknowledges has become increasingly complex and resource intensive.

Removal of the working capital statement

Perhaps the most eye-catching admission-related proposal is the removal of the requirement for directors to include a working capital statement in the AIM admission document.

Currently, paragraph (c) of Schedule Two to the AIM Rules requires an applicant to include a statement by its directors that, in their opinion, having made due and careful enquiry, the working capital available to the company and its group will be sufficient for at least 12 months from the date of admission. This statement is typically underpinned by a formal working capital report prepared by the company’s reporting accountants, which can be a significant cost in the admission process.

The LSE proposes to replace this requirement with an obligation to disclose details of the capital resources available and the financial obligations of the applicant, together with details of proposed future 12-month fundraising needs. The rationale is that this qualitative disclosure, supplemented by other financial information in the admission document (including going concern statements from audited accounts), will provide investors with more meaningful data to support their investment decisions, without the disproportionate cost of a formal working capital report.

It’s also notable that working capital statements are not required by some major international markets and are not produced for secondary fundraisings on AIM.

Expansion of accepted accounting standards

The LSE is implementing into the rules the policy approach already applied since the feedback statement, namely that AIM companies incorporated in the UK may now use UK GAAP (FRS 102) instead of IFRS.

Currently, AIM Rule 19 prescribes the accounting standards with which annual accounts must comply and does not expressly provide for UK GAAP for UK-incorporated companies. Other local GAAPs may also be permitted where IFRS equivalency is demonstrated. This change is intended to address concerns about the cost and complexity of IFRS conversion, particularly where it adds limited value for investors.

Incorporation by reference

The LSE is also formalising the ability for AIM companies to incorporate information by reference in admission documents, subject to new guidance notes to AIM Rules 4 and 28. This recognises that reproducing information already available elsewhere unnecessarily increases the cost and length of AIM admission documents.

Lock-in arrangements under AIM Rule 7

Currently, AIM Rule 7 requires that, where an applicant’s main activity is a business which has not been independent and earning revenue for at least two years, all related parties and applicable employees must agree not to dispose of any interest in the company’s securities for one year from admission.

The LSE proposes to update the guidance to AIM Rule 7 to clarify that lock-in arrangements are contractual matters between the AIM company and the relevant parties, and that the LSE does not have remit to enforce them. The guidance will also confirm that a sell-down within the first 12 months post-admission will be permitted in limited circumstances: being transfers between spouses or into a pension plan, intra-group transfers and cases of financial hardship.

Capital Access Window: facilitating fundraisings

The consultation introduces a new concept: the ‘Capital Access Window’. Under the proposed changes, an AIM company undertaking an equity fundraise will be able to voluntarily request a temporary suspension of trading in its securities, enabling it to manage the fundraising process more closely and approach a broader investor base, including retail investors, during the suspension period.

The LSE will consider requests for a Capital Access Window on a case-by-case basis and does not propose to prescribe the duration, although it will be in the interests of the company and investors to restore trading as soon as possible. This is a welcome innovation, acknowledging that maintaining confidentiality during a fundraising process can be challenging and that the associated market volatility may deter companies from pursuing broader capital raises.

Supporting acquisition activity

Revised approach to reverse takeovers (AIM Rule 14)

A significant proposed change relates to the treatment of acquisitions under AIM Rule 14, which currently governs reverse takeovers. Historically, an acquisition exceeding 100% in the class tests has been a primary trigger for classification as a reverse takeover, regardless of whether the acquisition fundamentally altered the nature of the AIM company. The LSE proposes that an acquisition will no longer be considered a reverse takeover solely because it exceeds 100% in the class tests, provided there’s no fundamental change to the company’s business, board or voting control.

Instead, such acquisitions would be classified as substantial transactions under AIM Rule 12, with disclosure calibrated to what investors need to understand the acquisition and its impact. Such substantial transactions may also require shareholder approval.

The LSE also proposes guidance allowing nominated advisers to request that an AIM company is not suspended upon announcing a reverse takeover in contemplation, where the nominated adviser is satisfied that appropriate alternative disclosure can be made. Additionally, the LSE proposes to clarify that a supplementary admission document will not be required where there’s a delay between shareholder approval and completion of a reverse takeover, provided there’s no significant new factor, material mistake or material inaccuracy. Guidance on the treatment of option agreements under AIM Rule 14 is also proposed, confirming that entering into an option agreement will not constitute a reverse takeover in contemplation where the option is exercisable solely at the AIM company’s discretion, the likelihood of exercise is sufficiently remote and exercise is unlikely to result in a fundamental change to the business, board or voting control.

Increased threshold for substantial transactions (AIM Rule 12)

The LSE proposes to align AIM with the Main Market by increasing the class test threshold for determining whether a transaction constitutes a substantial transaction under AIM Rule 12 from 10% to 25%.

Currently, AIM Rule 12 defines a substantial transaction as one which exceeds 10% in any of the class tests. This change will significantly reduce the number of transactions that trigger the disclosure and notification requirements applicable to substantial transactions, giving AIM companies greater freedom to pursue acquisitions without additional regulatory cost.

Greater flexibility for founder-led and growing companies

Non-standard director remuneration (AIM Rule 13)

The LSE proposes to implement into the rules the existing policy approach whereby nominated advisers are no longer required to provide a fair and reasonable opinion on non-standard director remuneration, provided the nominated adviser is satisfied that reasonable commercial protections are in place for the AIM company.

Where there’s uncertainty, the transaction should be put to a shareholder vote. This is intended to support AIM companies in offering competitive remuneration to attract and retain talent, particularly in founder-led businesses.

Special voting shares

The LSE is formalising the policy approach that special voting shares (such as dual-class share structures) are acceptable at admission to AIM, enabling founders to retain control of the company. This is based on the Main Market experience of such structures and is intended to remove a key barrier to public markets for founder-led companies.

Corporate governance disclosure (AIM Rule 26)

Current AIM Rule 26 requires an AIM company to disclose details of a recognised corporate governance code that the board has decided to apply, how the company complies with that code and an explanation of any departures.

The LSE’s view is that a ‘one size fits all’ approach doesn’t serve AIM companies well, and that the ‘comply or explain’ regime has led many companies to feel compelled to comply with standardised provisions rather than explaining their own governance approach. Accordingly, the proposed changes to AIM Rule 26 will clarify that an AIM company is not required to adopt, or comply or explain against, a particular corporate governance code. Instead, a recognised code should be used as a framework and companies should focus on meaningful, proportionate governance disclosure.

Five key areas for governance disclosure have been identified, reflecting investor priorities: board composition; directors’ roles and responsibilities; remuneration and performance; risk and controls framework; and approach to investor relations.

Proxy advisers and third-party commentary

The LSE proposes voluntary disclosure provisions under AIM Rule 26 to enable AIM companies to disclose details of their engagement with proxy advisers, whether on the company’s website or via a regulatory notification. The LSE has invited feedback on whether this voluntary framework should become mandatory.

The proposals also introduce a voluntary ‘right of reply’ for AIM companies in response to third-party commentary, speculation or criticism published on bulletin boards or through social media. This is designed to give AIM companies agency to address potentially misleading or abusive commentary. Importantly, the guidance will emphasise that a decision by an AIM company not to use the right of reply should not be construed as acceptance of any such commentary.

Revised disclosure obligations (AIM Rule 11)

Currently, AIM Rule 11 imposes a general obligation on AIM companies to issue notification without delay of any new developments which are not public knowledge and which, if made public, would be likely to lead to a significant movement in the price of the company’s AIM securities.

The LSE proposes to remove this standalone disclosure obligation on the basis that it’s duplicative of UK MAR, which applies to all LSE markets, including AIM. In its place, a new AIM Rule 11 will focus on leveraging the corporate finance expertise of the nominated adviser to support the AIM company in understanding the potential market impact of business developments, thereby assisting the company in meeting its own UK MAR obligations.

The LSE emphasises that it would be rare for a company that properly engages with its nominated adviser to decide not to make disclosure where the adviser considers a development is likely to have a market impact.

Attracting international companies: the ‘Express Market’ route

The LSE proposes to replace the current AIM Designated Market route with a new ‘Express Market’ admission route for international companies, designed to provide a tailored, proportionate and accelerated pathway to AIM.

Eligible markets will be expanded on the basis of International Organization of Securities Commissions (IOSCO) principles, and the pre-admission gazetting period for Schedule One announcements will be reduced to three clear business days. AIM Rule 7 lock-ins will not apply to Express Market applicants. An accelerated process for Main Market transferees is also proposed, recognising their existing public market track record.

A new ‘Dual Market Applicant’ admission route will be available for companies seeking simultaneous admission to both an Express Market and AIM, enabling them to leverage the same disclosure documents for both markets. Transitional arrangements are proposed to ensure that applicants already advanced in the current AIM Designated Market process may continue under the existing rules, subject to specified time limits.

Further administrative and procedural changes

Among other amendments, the LSE proposes to extend the period for appointing a replacement nominated adviser from one month to six weeks, to update the notification requirements for share buy-backs under AIM Rule 17, to remove the requirement for six-monthly returns in relation to block admissions and to clarify that the directorship disclosure in Schedule Two, Part One excludes directorships held within subsidiaries or group companies.

The LSE is also retiring the Inside AIM publication, with relevant guidance being incorporated into the AIM Rules and associated guidance notes. Clarificatory and administrative amendments to AIM Rule 42 and the handbook are also proposed.

Reinforcing AIM’s ‘buyer beware’ model

The LSE proposes to make additions to the introduction to the AIM Rules to explicitly set out the nature of AIM’s buyer-beware model, emphasising that investors need to consider the risk profile of their investments and take responsibility for their investment decisions.

This underscores the philosophy underpinning the reforms: a move towards greater reliance on informed investor judgement and proportionate disclosure, rather than prescriptive regulation.

Practical implications

Taken together, these proposals represent a clear statement of intent by the LSE to position AIM as a more flexible, competitive and internationally attractive growth market. For existing AIM companies, the proposed changes should reduce compliance costs, simplify the transactional process and afford greater freedom in areas such as governance, remuneration and corporate structure.

For companies considering an AIM listing, the reforms — particularly the removal of the working capital statement, acceptance of UK GAAP and the new Express Market route — should make the admission process less burdensome and more accessible. The introduction of the Capital Access Window is a practical recognition of the challenges AIM companies face when raising equity capital.

It is, however, important to note that these proposals are at the consultation stage. Market participants are encouraged to engage with the consultation process, and the LSE has indicated that final rule amendments will be published following its review of the feedback received.

Next steps

Whether you’re an existing AIM company, a company considering an AIM listing or an adviser to AIM issuers, our Corporate team is well placed to guide you through the implications of these reforms and to support you in responding to the consultation or preparing for the changes ahead.