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Sara Carpenter

Partner - Sevenoaks and Ashford

24th May 2017

Companies must comply with the new changes to the PSC Register (People with significant control)

If you are a UK company, LLP or a public company on the prescribed markets (AIM, ISDX etc) then new rules coming into force on the 26 June 2017 require you to inform Companies House within 28 days if there are any changes to the people who own or control your organisation.

Failure to do so could result in the company and its officers being prosecuted. So what do companies need to be aware of?

Background
Last year (April 2016) the government introduced new measures to ensure that ownership and control of companies became more transparent.

The crux of this was the requirement for UK companies and limited liability partnerships (LLPs) to hold and maintain a register of people with significant control (PSC Register).

Little more than 12 months later a new Directive is due to come into force on the 26 June 2017 that introduces further regulations and requirements to the PSC Register. The changes are designed to improve transparency of corporate ownership and the focus of the new changes is the idea that information should be ‘adequate, accurate and current.’

Key Changes

  1. Public companies on the prescribed markets were previously exempt, but not anymore
    Under the existing rules, companies that trade on prescribed markets are exempt from the requirement to keep a PSC Register. However, on the 26 June that will change and they will be subject to the same requirements as UK companies and LLPs. These changes also apply to Scottish Limited Partnerships and General Scottish Partnerships.
    Interestingly companies which are trading on regulated markets remain exempt.
  2. You must now inform Companies House of any changes within 28 days
    The existing system requires companies to file a confirmation statement on an annual basis, confirming the PSC Register.
    From the 26 June 2017 that will no longer be the only requirement as, additionally, Companies House must be notified of any changes to the PSC Register within 28 days of the change event occurring.
    The new rules ensure greater compliance with the requirement for the information to be current. The register will need to be updated within 14 days of the change event occurring and a further 14 days will be permitted to send the information to Companies House.
    The information can be updated using forms PSC01 to PSC09.
  3. Annual returns and Confirmation Statements
    Confirmation statements will still need to be filed on an annual basis, however, as of the 26 June 2017, they will be merely confirmatory and will not be a suitable mechanism for informing Companies House of any new information or any changes that have occurred since the last statement was filed.

Useful Information
Companies can update their PSC Register using the designated PSC Forms 1 to 9. The following provides a brief overview of the various forms and links to download them:

PSC01 – give notice of an individual with significant control.

PSC02 – give notice of relevant legal entity with significant control

PSC03 – give notice of an other registrable person with significant control

PSC04 – give notice of change of details for person with significant control

PSC05 – give notice of change of details for relevant legal entity with significant control

PSC06 – give notice of change of details of other registrable person with significant control

PSC07 – give notice ceasing to be an individual person with significant control

PSC08 – give notice of PSC statements

PSC09 – give notice of update to PSC statements

Further guidance
For more information and guidance on setting up and managing your PSC Register including details on what constitutes “significant control” contact Sara Carpenter, Corporate Partner at Rix & Kay saracarpenter@rixandkay.co.uk.

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