The UK introduced its “persons with significant control” (PSC) regime on 6 April 2016 to improve corporate transparency and identify the true owners of UK companies. For more information on the regime generally, you can see our earlier blog post here.
In short, the rules require unlisted UK companies and LLPs to maintain a register of individuals and certain entities that either control or have significant influence over it.
At the last minute, the Government issued regulations expanding the effect of the regime, which generally came into effect from 26 June 2017.
- Continuous update of information
The obligation to update Companies House will now be a rolling ongoing obligation, rather than simply a notification being filed annually with the company’s/LLP’s confirmation statement. Changes to the PSC register will now have to be notified to Companies House within 14 days of the change occurring using various Companies House forms (PSC01 – 09).
- Extension to other corporate bodies
Public companies (such as AIM listed companies for example) that are not listed on an EEA or other Schedule 1 specified market (such as the main market of the London Stock Exchange), together with eligible Scottish general partnerships, will now also be caught by the obligation to maintain a PSC register (with effect from 24 July 2017).
This may also mean that these entities will also have to be detailed as a “relevant legal entity” on the PSC registers of companies lower down the respective corporate hierarchy; this change can therefore impact on an entire corporate group.
What does this mean for me?
If a company or LLP is currently subject to the regime, if its PSCs have changed since the last confirmation statement filed, those changes will now need to be filed with Companies House by 10 July 2017 rather than waiting to update the public record with the next confirmation statement.
The 14 day notification limit will to apply to any PSC changes made on or after 26 June 2017.
Whilst it will not be particularly commonplace, companies and LLPs will also need to consider whether eligible Scottish general partnerships than have an interest in the company/LLP will need to be entered onto the PSC register (as they were previously exempt from this requirement). If this may be the case, the company/LLP should take reasonable steps to identify such (for example, by requesting information from key individuals).
Bodies that will now be caught by the regime should prepare a PSC register (which must be maintained even if there are no PSCs) and consider whether there are any individuals or corporate bodies that will need to be entered onto it. If they believe that there are, then the company/LLP should send notices out to any such person/entity or to any person/entity that the company/LLP reasonably believes will have information about PSCs.
Individuals who believe that they are a PSC will be required to supply their details.
There is a general protection regime that allows certain information to be withheld from the public register. Whilst this information will still need to be provided, it will be restricted so that only certain public authorities, and certain credit and financial institutions may access it. If a PSC believes that they will be at risk of, say, violence if their details are made public, then they may apply to have their personal information withheld from public disclosure.
Failure to provide the required information or to take reasonable steps to comply with the regime carries a criminal penalty.
Can we help?
Our company secretarial team are on hand to answer any queries that you may have on the implementation of the above, together with other annual compliance matters, such as the maintenance of your company statutory books and registers in line with the company law regime.