From 6 April 2016, the vast majority of companies incorporated in the UK will have to maintain a register of persons with "significant control" over them (a "PSC Register"). Failure to do so will be a criminal offence and may result in a fine/or a prison sentence of up to 2 years. Similar rules apply to LLPs. This is our second alert about the new regime.
The Government recently published its guidance for companies on the PSC Register and how to identify people with "significant control". A link to the guidance can be found here.
This guidance is lengthy (86 pages) but helpful to anyone grappling with the new regime and its practical implications for UK companies. Chapters 1 to 3 and Annexes 2 and 3 are especially useful.
In particular, the guidance now includes examples of the notices companies and LLPs are required to send to persons who are believed to be registrable as a "PSC". The example notices are a useful clue to the serious consequences should a PSC fail to respond – including a bar on the suspected PSC from exercising any rights or voting in respect of their interests in the company and any transfer of such interests potentially being void.
Companies and LLPs should carefully review the guidance and consider who are the person(s) with "significant control" over them. From 6 April 2016, all UK companies will need to have appropriate entries in their PSC Registers. Companies with complicated ownership structures, for example involving overseas shareholders, will be particularly affected. Early planning will be vital.