As mentioned in our last newsletter, to assist with complying with the new PSC regime, the Department of Business, Skills and Innovation (BIS) has published non-statutory guidance for companies, LLPs and SEs and non-statutory guidance for PSCs themselves. These have gone through a number of iterations and version 4 of the non-statutory guidance for companies and version 2 of the non-statutory guidance for PSCs were published on 11 April.
The changes made to both sets of guidance are mostly minor but please note the following:
- it is clarified in both sets of guidance that a person's direct and indirect interests need to be aggregated in order to choose the appropriate statement to be included in the PSC register
- in a revision made to the guidance in March a change was made to chapter 7 of the guidance for companies, SEs and LLPs (7.4.16) which discusses rights exercisable in certain circumstances which might be relevant for identifying a PSC. An option to acquire shares was added to the examples given to illustrate this but has now been deleted from the examples. BIS's position therefore seems to be that an option to acquire shares will not itself be relevant (although of course other rights afforded to the holder of an option, eg veto rights, might be relevant so the terms of the option would still need to be reviewed)
- a new paragraph has been added at 7.4.18 of the guidance for companies to make clear that having a weighted voting right in certain circumstances is unlikely to meet the voting rights criteria of condition 2 (directly or indirectly holding more than 25% of the voting rights).
- the official wording for inclusion in the register of an LLP has been amended.
Our Client note provides more detail on the new PSC regime and what needs to be done and can be found here. Version 4 of the guidance for companies, SEs and LLPs can be found here and version 2 of the guidance for PSCs here.