PSC register

From 6 April 2016 most UK companies, limited liability partnerships (LLPs) and Societates Europaeae (SEs) will be required to hold a register of people with significant control.

For details of the new regime please see our detailed client note.

Non-statutory guidance for companies, SEs and LLPs

To assist with complying with the new regime, the Department of Business, Skills and Innovation has published non-statutory guidance for companies, LLPs and SEs. This has gone through a number of iterations (see our article last month) and a further update was published at the beginning of March. This version makes a correction to chapter 7 of the guidance (7.4.16) which discusses rights exercisable in certain circumstances which might be relevant for identifying a PSC. The examples given to illustrate this are voting rights, the right to appoint directors and the option to acquire shares has been added but it is made clear that the examples are not definitive.

The latest version of this guidance can be found here.

Non-statutory guidance for PSCs

BIS also published non-statutory guidance for PSCs themselves. This guidance is intended to help people with significant control over companies, SEs and LLPs and is aimed at:

  • individuals in a position of influence or control in relation to a company, SE or LLP who could be PSCs
  • directors or employees of legal entities that may need to be entered as a registrable legal entity on the PSC register of a company, SE or LLP
  • professionals involved with such individuals or legal entities.

The guidance is similar to the guidance for companies, SEs and LLPs but focuses on the obligations of those who may be PSCs or registrable relevant legal entities. It sets out their obligations and the information that needs to be provided and (in the case of PSCs) confirmed. The guidance can be found here.

Other BIS guidance to come

Two further sets of guidance are expected soon. One will cover the incorporation and filing process under the PSC regime. The other will cover the protection regime for suppressing PSC information in exceptional circumstances.

Further regulations relating to the PSC regime

The Register of People with Significant Control Regulations 2016 have been published in final form. The draft version came out in January and the final version is substantially the same. These Regulations set out the detail of how the provisions of Part 21 A of the Companies Act 2006 and the PSC regime will work. They come into force on 6 April save for the provision relating to making an address unavailable to the public which comes into force on 30 June.

The Regulations can be found here and the Explanatory Memorandum here.

The European Public Liability Company (Register of People with Significant Control) Regulations 2016 were published on 17 March. These regulations modify the PSC regime as set out in part 21A of the Companies Act 2006 and the Register of People with Significant Control Regulations 2016 to make sure it operates appropriately to cover SEs.

SEs are European public limited liability companies registered in the UK. The changes are mainly to do with ensuring the appropriate terminology relating to SEs is used, for example references to registration of an SE rather that incorporation.

These Regulations come into force on 6 April 2016 save for parts 2 and 3 which come into force on 30 June 2016.

The Regulations can be found here and the Explanatory Memorandum here.

SBEE – fourth commencement regulations published.

The Small Business, Enterprise and Employment Act 2015 (Commencement No 4, Transitional and Savings Provisions) Regulations 2016 have been published. These bring more provisions of the SBEE into force. From a corporate perspective these include:

  • the requirement that companies deliver an annual confirmation statement, instead of an annual return. Companies will no longer be required to submit an ‘annual return’ (details of shareholders, officers and capital on a given date each year). Instead companies will be required to confirm (or update where necessary) similar information at any time during a 12 month period, (the new ‘confirmation statement’). The confirmation statement will be the principal method of conveying who is on the company’s PSC register. Transitional provisions are included which state that existing companies will have 12 months from the date of their last annual return to deliver their first confirmation statement

    This comes into force on 1 May 2016
  • permitting companies to keep certain information on registers at Companies House, rather than with their statutory book. This comes into force on 30 June 2016.
  • simplifying the content of statements of capital. Companies will no longer be required to include the amount paid up and unpaid on each share. Instead the aggregate amount unpaid on the total number of shares will need to be specified. This comes into effect on 30 June 2016

The Commencement Order can be found here.

SBEE – removal from the register of material about directors

We reported in our last newsletter that draft regulations, the Registrar of Companies and Applications for Striking Off (Amendment) Regulations 2016, had been published. Section 102 of the SBEE introduces a new section 1095 to the Act to provide that an application to take a director's details off the register can only be stopped where the company provides sufficient evidence to the registrar to prove that the person did consent to act as a director. These regulations have now been finalised and remain in the same form as the draft.

The regulations come into force on 6 April 2016. Companies House will be publishing guidance on the new procedure for removing from the register material which wrongly names a person as a director.

The Regulations can be found here and the Explanatory Memorandum here.

SBEE – Registered office disputes

We reported in our last newsletter that draft regulations, the Companies (address of Registered Office) Regulations 2016 with a new section 1097A introduced into the Companies Act by the SBEE, had been published. These introduce a new administrative procedure to allow the registrar of companies to change the registered office of a company or of a limited liability partnership where the registrar is satisfied, having considered the application made, that use that address by an entity has not been authorised.

These have now been published in final form and come into force on 6 April 2016. Companies House will be publishing guidance on the new procedure for objecting to use of an address as a registered office.

The Regulations can be found here and the Explanatory Memorandum here.