London Main Market · listing routes
GDRs or a direct listing: what differs.
The UK Corporate Governance Code is the biggest difference. It barely touches the FPPP work.
A company incorporated outside the UK has two ways onto the Main Market with its equity. It can list its shares directly, in the equity shares (commercial companies) category — ESCC, UKLR 5 and UKLR 6. Or it can list depositary receipts over those shares — GDRs, UKLR 15 — issued by a depositary while the shares themselves stay listed on a market at home.
Most of what separates the two is about who sits on the board and what shareholders get a say in. Very little of it is about how the finance function works — which is what FPPP measures, and what this site is built around.
Every row below cites the rule it rests on, read in the UK Listing Rules (April 2026) and the UK Corporate Governance Code 2024 on 2026-09-14. Where a cell is our reading of an open question rather than settled text, it says so. This is a description of the rules, not legal advice, and not a recommendation of either route.
What is different
The route changes 8 things. Everything not on this list — including most of the obligations after admission — is in the next section.
| Direct listing (ESCC) | GDRs (UKLR 15) | |
|---|---|---|
| Sponsor, and its FPP confirmation | A sponsor must be appointed, and it confirms to the FCA that the directors have procedures giving them a reasonable basis to judge the financial position and prospects.UKLR 4.2.1RUKLR 24.3.2R(5) | No sponsor, so no UKLR 24.3.2R(5) confirmation. The board confirms its own procedures, systems and controls to the FCA — which a direct listing's board does as well.UKLR 20.2.4AR |
| UK Corporate Governance Code | Comply or explain, in the annual report: how the Code's principles were applied, and every provision not complied with, for how long and why. An overseas company reports the same.UKLR 6.6.6R(5)–(6)UKLR 6.6.17R | Not applied. The company publishes a corporate governance statement saying which code it follows, if any, and describing its board and committees.UKLR 15.3.1R(3)UKLR 14.3.21RDTR 7.2 |
| Board diversity targets | Report against three targets — at least 40% of the board women; a woman as chair, chief executive, senior independent director or finance director; at least one director from a minority ethnic background — and publish the numbers, explaining any target missed.UKLR 6.6.6R(9)–(10)UKLR 6.6.17R | Not required. |
| A controlling shareholder | The business must be able to run independently of the controller, at admission and at all times, and independent directors are elected by a double vote: all shareholders, and the independent shareholders. Parts of this are modified for a company controlled by a state.UKLR 5.3.1RUKLR 6.2.3RUKLR 6.2.8R–6.2.9RUKLR 5.3.3RUKLR 6.2.34R | UKLR 15 has no controlling-shareholder rules. |
| Significant and related-party transactions | Significant transactions are classified and notified. A related-party transaction at 5% or more on a class test needs board approval without the conflicted directors, and a sponsor's confirmation that its terms are fair and reasonable.UKLR 7UKLR 8 | Neither chapter applies, and UKLR 15 also switches off UKLR 14's related-party provisions.UKLR 7.1.1RUKLR 8.1.1RUKLR 15.3.1R(3) |
| Raising more equity | New shares for cash are offered to existing holders first unless that is disapplied, and a placing or open offer at a discount of more than 10% needs shareholder approval or an existing authority.UKLR 9.2.1RUKLR 9.4.13R | UKLR 9 does not apply.UKLR 9.1.1R |
| Leaving the Official List | Ordinarily a circular and a vote: 75% of the votes cast, plus a majority of the independent shareholders where there is a controller.UKLR 21.2.8R | Notice to the market of at least 20 business days; no vote of the holders.UKLR 21.2.17R |
| A listing at home | At admission only: an overseas company's shares must be listed at home or where most of them are held, unless the FCA is satisfied the absence is not due to the need to protect investors. Nothing continuing.UKLR 5.6.1R | The shares behind the certificates must be admitted to an overseas regulated, regularly operating, recognised open market — at admission and at all times afterwards.UKLR 15.2.8RUKLR 15.3.1R(2A) |
What the Code asks of a direct listing
The row above in full, because it is the one most people mean when they ask. These are the Code's provisions on board and committee composition, plus the new controls declaration. Each is comply-or-explain: departing from one is allowed if the annual report explains it.
- P9The chair is independent on appointment, and is not the chief executive.
- P11At least half the board, excluding the chair, are independent non-executive directors.
- P12One independent non-executive is the senior independent director.
- P17A nomination committee, a majority of it independent non-executives.
- P18Every director stands for re-election every year.
- P24An audit committee of independent non-executives — at least three, or two for a company below the FTSE 350 — with recent and relevant financial experience among them.
- P32A remuneration committee of independent non-executives, sized the same way.
- P29For accounting periods beginning on or after 1 January 2026: a declaration in the annual report on the effectiveness of the material controls at the balance sheet date, and a description of any that did not operate effectively.
Source: FRC, UK Corporate Governance Code 2024.
What is the same on both
A GDR issuer escapes none of these.
- The board's confirmation to the FCA that the company has taken reasonable steps to establish adequate procedures, systems and controls — on the FCA's Procedures, Systems and Controls Confirmation form, by midday two business days before the application is considered.UKLR 20.2.4AR
- The six Listing Principles, including adequate procedures, systems and controls. On a GDR they reach the company behind the certificates through UKLR 15.2.1R — our reading, and a question for counsel, though a low-stakes one.UKLR 2.1.1RUKLR 15.2.1R
- Inside information and insider lists under UK MAR. On a GDR they are applied to the company expressly.UK MAR Art. 17UK MAR Art. 18UKLR 15.3.1R(4)
- Annual and half-yearly reports on the DTR 4 timetable, and the major-holdings regime. On a GDR they arrive through UKLR 14 where they do not already apply.DTR 4DTR 5UKLR 15.3.1R(3)UKLR 14.3.20R
- A corporate governance statement describing the board, its committees and internal control over financial reporting.DTR 7.2
- At least 10% in public hands at admission — of the shares, or of the certificates.UKLR 5.5.1R–5.5.2RUKLR 15.2.9R
- A prospectus whose historical financial information is in IFRS or an accepted equivalent, restated if not. On a GDR the exemption in PRM 4.4.14R is not available on our reading — a question for counsel.PRM 4.4.11R–4.4.13R
- For a company incorporated outside the UK, an auditor registered with the FRC as a third-country auditor. It is treated as applying to a GDR admission in practice; whether that is beyond argument is a question for counsel. Check an auditor against the register.
What it does to the FPPP work
The Code is a standard about board composition. FPPP is a standard about procedures — whether the directors have a reasonable basis to judge the group's financial position and prospects. So the route changes the authority behind some of the work and the content of none of it: the finance function has the same job either way.
ICAEW's guidance says as much. TECH 14/14CFF §20 names a GDR listing as a case where a reporting accountant may be engaged on FPP procedures although no equivalent regulatory requirement applies.
On the GDR route, 35 of the 73 criteria rest on a rule that still binds (20 of them on our reading of the rules), and for 38 none of the rules they cite binds — they are market practice there, still what the banks', the lawyers' and the reporting accountant's diligence looks at.
Where the Code reaches the FPPP criteria
The only criteria whose authority the Code changes. Their content — what has to exist — is the same on both routes.
| Criteria | Direct listing | GDRs |
|---|---|---|
| 2.2 Committee terms of reference | Code Provision 14 — the board's and committees' responsibilities in writing — comply or explain. | Describe the committees the company has, in the governance statement (DTR 7.2). |
| 2.2a Audit committee body | Code Provision 24, and DTR 7.1 for a UK-incorporated company. DTR 7.1 does not bind an overseas company: DTR 1B.1.2R applies it only where a statutory auditor must be appointed under the Companies Act 2006. | Neither binds. The governance statement still describes the committees (DTR 7.2), and someone overseeing financial reporting and the audit is still what the board's confirmation and diligence look for. |
| 2.3 ICFR framework2.7 Control deficiency remediation | UKLR 20.2.4AR, and Code Provision 29's declaration on material controls from 2026. | UKLR 20.2.4AR alone. |
| 2.8 Internal audit | UKLR 20.2.4AR, and Code Provisions 25–26: without an internal audit function, the audit committee considers the need every year and the annual report explains the absence. | UKLR 20.2.4AR alone. |
| 6.1 Significant transaction policy6.4 Transaction approval chain6.5 Related-party transactions6.6 Listing-rule compliance monitoring | UKLR 7 and UKLR 8. | No listing rule; market practice. |
The 7 gates
A gate is an item that cannot be left until later — on a direct listing, a company cannot list without it. On the GDR route the basis of 1.9, 2.2a, 3.2 and 4.1 does not bind, so the scan scores them as high-priority findings rather than gates there. The other 3 are gates on both routes, and the scan labels each with what it is on yours.
| Gate | Basis | On the GDR route |
|---|---|---|
| 1.9 Directors' FPPP risk assessment | UKLR 24.3.2R(5) | does not bind |
| 2.2a Audit committee body | DTR 7.1.1R–7.1.3R | does not bind |
| 2.3 ICFR framework | UKLR 20.2.4AR | binds |
| 3.2 Controlled financial model | UKLR 24.3.2R(5) | does not bind |
| 4.1 Monthly management accounts | UKLR 24.3.2R(5) | does not bind |
| 8.1 IFRS accounting policies | PRM 4.4.11R–4.4.13R | binds · our readingthrough PRM App 2 Annex 5 → Annex 1 item 18.1.3 |
| 8.6 MAR and inside information | UK MAR Art. 17(1) | bindsthrough UKLR 15.3.1R(4) |
The rules this site's criteria cite, on each route
Read off the route tags in the criteria pack, so this table and the labels on the scan cannot disagree. Most of the change is one rule: the sponsor's confirmation, which most criteria cite.
| Rule | Criteria citing it | Direct listing | GDRs |
|---|---|---|---|
| UKLR 24.3.2R(5) | 50 | binds | does not bind |
| UKLR 2.2.1R — Listing Principle 1 | 29 | binds | binds · our readingthrough UKLR 2.1.1R with UKLR 15.2.1R |
| UKLR 20.2.4AR | 5 | binds | binds |
| DTR 7.1.1R–7.1.3R | 4 | bindsUK-incorporated companies only | does not bind |
| UK MAR Art. 17(1) | 4 | binds | bindsthrough UKLR 15.3.1R(4) |
| DTR 7.2.2R–7.2.7R | 4 | binds | bindsthrough UKLR 15.3.1R(3) → UKLR 14.3.21R |
| UKLR 7 | 4 | binds | does not bind |
| UKLR 24.3.2R(4) | 3 | binds | does not bind |
| DTR 4.1.3R | 3 | binds | bindsthrough UKLR 15.3.1R(3) → UKLR 14.3.20R |
| UKLR 2.2.1R — Listing Principle 6 | 2 | binds | binds · our readingthrough UKLR 2.1.1R with UKLR 15.2.1R |
| UKLR 8 | 2 | binds | does not bind |
| DTR 4.2.2R | 2 | binds | bindsthrough UKLR 15.3.1R(3) → UKLR 14.3.20R |
| UKLR 2.2.1R — Listing Principle 4 | 1 | binds | binds · our readingthrough UKLR 2.1.1R with UKLR 15.2.1R |
| PRM 4.4.11R–4.4.13R | 1 | binds | binds · our readingthrough PRM App 2 Annex 5 → Annex 1 item 18.1.3 |
| DTR 2.2.9G | 1 | binds | bindsthrough UKLR 15.3.1R(4) with DTR 1.1.1 |
Worth knowing before choosing
- Choosing GDRs removes the Code and the shareholder-protection chapters, not the procedures work. The board still confirms its procedures, systems and controls to the FCA before admission.
- Code Provision 29 makes the direct route heavier than it was before 2026, and it lands on the internal-control criteria this site scores.
- The controlling-shareholder rules are modified for a company controlled by a state (UKLR 5.3.3R, UKLR 6.2.34R). Read them before concluding the direct route is out of reach.
- A GDR issuer is tied to its home market for as long as it is listed in London (UKLR 15.3.1R(2A)), so the home listing's timetable is part of the London one.
What this page does not do
- It does not recommend a route. Index eligibility, the investor base, cost, tax and home-country law all bear on the choice, and none of them is covered here.
- It is not legal advice. Where a cell is our reading of an open question, the call is your counsel's.
Where to go from here
Rule citations current as of 2026-09-11. Rows read in the rulebook on 2026-09-14.