From 6 April 2016, most UK companies will have to maintain internal registers of individuals who have significant influence or control over them (commonly referred to as PSCs). Those details will have to be disclosed publicly at Companies House from 30 June 2016. These regulations will apply to any housing associations (or their subsidiaries) which are incorporated as limited companies either limited by shares or by guarantee. They will not apply to registered societies.
A person is a PSC if (broadly) they, whether directly or indirectly:
- own or have the right to exercise more than 25 per cent of the shares or voting rights in the company
- have the right to appoint or remove a majority of the board of directors or
- have the right to exercise, or actually exercise, significant influence or control over the company, whether directly or by exercising significant influence or control over a trust or firm that is not a legal entity and which satisfies one or more of the other criteria.
The changes were introduced by the Small Business, Enterprise and Employment Act 2015 and are now being implemented by the Register of People with Significant Control Regulations 2016.
The new measures require companies to:
- take reasonable steps to identify their beneficial owners and those people who exercise significant control over them including by serving notice on anyone they believe is, or may be able to identify, a PSC
- record the details of their PSCs (including the nature and extent of their control) in a new statutory register, commonly referred to as the PSC register, which must be available for inspection by members of the public
- keep the PSC register up-to-date.
Due to the nature of their structure, most housing associations are unlikely to have a PSC. However, there is still an obligation to complete a register and, in due course, to file details at Companies House to show that there are no PSCs or to state if the company is controlled by another UK company,which will have its own obligation to identify PSCs.
Failure to comply is a criminal offence so, although it should just be an administrative task for housing associations, they should ensure this exercise is complete by the 6 April deadline.