From January 2016 it is intended that most limited companies and limited liability partnerships (LLPs) will be required to maintain a register of details of any People with Significant Control (PSCs), which must either be available for general inspection by the public and maintained with periodic updates at Companies House or maintained solely at Companies House.
This month the government opened a Consultation on the Register of People with Significant Control Regulations 2015 (which are attached to the Consultation Paper found here: https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/437974/bis-15-315- register-of-people-with-significant-control-consultation.pdf). The Consultation is open until 17 July 2015.
If you would like to make representations in response to the consultation or simply understand more about what they will mean for you and your business, the team at Teacher Stern LLP are well placed to assist you.
The proposed changes will have a huge impact on anyone who currently utilises shell or offshore registered companies as a means of keeping their ultimate control of a company out of the public eye.
In practice a PSC whose details will need to be registered and available to the public will be anyone with either a direct or indirect beneficial interest of more than 25% or direct or indirect power to control the running of a Company or LLP. This is an extremely wide definition.
The intention stated by the government is that this will ensure that members of the public will be able to identify the controlling minds of all companies and LLP’s that are required to be registered at Companies House.
Only companies which are currently subject to the London Stock Exchange DTR5 issuer regulations will be exempt, meaning that the impending changes will have a significant impact on almost all companies and LLPs.
Where the necessary register is not kept or is not accurate, the relevant entity’s assets may be frozen and the officers of the company will be exposed to criminal liabilities, including fines and potential imprisonment. In the coming few months therefore it will be vital for all companies and LLPs to undertake an exercise in identifying those whose details will need to be registered and to make arrangements for their registers to be compiled.