On 26 June 2017 important changes are due to be implemented regarding the "register of people with significant control" (the "PSC Register").
In short the changes are:
- PSC information will no longer be updated annually on the confirmation statement. Instead, relevant companies and limited liability partnerships ('LLPs') will need to report PSC changes to Companies House as and when they happen. New Companies House forms PSC01 to PSC09 (or the equivalent for LLP's LLPSC01 - LLPSC09 ) should be used. Companies and LLPs will have 14 days to update the PSC Register. Note that in addition to reporting changes to Companies House, companies and LLPs are still required to maintain in their statutory registers a register of People with Significant Control.
- DTR5 companies were exempt from requirements to hold information about their PSC given that they are already subject to existing obligations of disclosure and transparency. From 26 June these exemptions will change. If your company is traded on an EEA or Schedule 1 specified market then it will still be exempt. If your company isn't then you will need to send PSC information to Companies House when the change takes effect. The extent of this change is still not fully clear and has been subject to some criticism in particular AIM listed companies are likely now to be subject to the PSC regime unless further changes are announced..
- Scottish limited partnerships and Scottish general partnerships (which only have corporate bodies as members) will now be required to maintain a PSC Register.
- Some changes will be made to the protection regime (which is a system that allows certain information not to be disclosed on the public register). The restricted information can only be accessed by certain public authorities but the amendments will extend access to certain credit and financial institutions. PSC information provided by Scottish limited partnerships and Scottish general partnerships will be subject to the protection regime.
By way of background the above changes are being introduced under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 which will implement further the EU Fourth Money Laundering Directive ('4MLD'). A Companies House press release states that the measures will to help prevent money laundering and terrorist financing. The changes will increase the transparency of who owns and controls companies in the UK.
It is also worth noting that significant reference is now being made to the Fifth Money Laundering Directive which is likely to introduce further amendments to the PSC regime (including potentially the reduction of the 25% threshold in the PSC regime to 10%) and there is also in hand proposals for a new register to be maintained at Companies House with details of beneficial owners of overseas companies holding UK real estate. BEIS published a call for evidence on this proposal on 5 April 2017. We can as a result expect to see more developments in this area over the coming months.