On 23 June new regulations were published which amend the UK's PSC (Person with Significant Control) regime in order to ensure that it meets the requirements of the Fourth Money Laundering Directive (4MLD). The changes, which had been trailed in an earlier consultation process and a Companies House press release in May, came into force almost immediately on 26 June. Please see our May article for full details of the proposals
The key changes are described below:
AIM companies now subject to PSC regime
The original PSC regime included an exemption for issuers which were required to comply with DTR5. This exempted not only companies whose share were traded on a regulated market, such as the LSE's main market, but also UK issuers whose shares were traded on a prescribed market such as AIM. The exemption now only applies to regulated markets so UK issuers whose shares are traded on AIM will have to comply with the PSC regime (as well as continuing to comply with DTR5).
The regulations provide for a four week transitional period so AIM companies (and others which were previously out of scope) will have to comply with the PSC regime from 24 July.
Eligible Scottish partnerships (ESPs) also now subject to PSC regime
Limited partnerships registered in Scotland and general partnerships constituted under the law of Scotland (together 'ELPs') are now also required to file their PSC information with the central public registry at Companies House but are not required to keep their own PSC registers.
The new regulations impose more onerous timing obligations on companies which are subject to the PSC regime. 14 day time limits now apply to the obligations to keep information up to date, to make entries in the PSC register and to notify the registrar of companies of changes to the register. As a result companies are now obliged to record changes on their PSC register within 14 days of obtaining the relevant information and then to file that information with Companies House within a further 14 days. (This is a significantly shorter period than that proposed by the government in November to meet the 'current information' requirement of the 4MLD. It had proposed that any change to the PSC register must be notified to the registrar within six months of the change occurring.)