UK companies listed on AIM were previously exempt from the obligation to keep a register of people with significant control (PSCs), but recent changes mean they will have to have a register from 24 July 2017 onwards.
AIM (and NEX Exchange Growth Market) companies incorporated in the UK are now required to have a PSC register, when previously they were exempt from the regime. Companies should create their register by 24 July 2017, and must make a filing at Companies House within 14 days following.
What is the PSC regime?
UK companies are required to maintain a register of people who have significant control over the company. There are five tests for significant control, including 25% ownership threshold for shares or voting rights in the company.
Our full guidance note, which is up to date with the recent changes, is here.
When should I do?
You should now investigate your ownership and control and ask your PSCs, if any, for their “required particulars” to enter into your PSC register.
From your first register onwards you will have to update your register within 14 days of any change in your PSCs or any of their details, and make a filing in respect of the change at Companies House within a further 14 days. Note that this does not change your existing obligations under AIM Rule 17 or DTR 5.
When must I do this by?
The conservative answer is that your register should ideally be fully populated by 24 July 2017.
There is some BEIS guidance that suggests that, although your PSC register comes into being on 24 July, you have 14 days (i.e. until 7 August) to make any entries in it. This is not, however, a clear enough position that we could recommend relying on it.
Either way, you must make a filing in respect of your PSC register within 14 days of updating it.
What if, after investigation, I don’t have any PSCs?
You still have to create a register, and make a filing. There is prescribed register text for a company with no PSCs, which is referred to in our note, and the Companies House form PSC08 has boxes you can tick to indicate that you have no PSCs.
Where can I see the details?
The Government’s news page about the changes is on this link.
The regulations implementing these changes are The Information about People with Significant Control (Amendment) Regulations 2017 (SI 2017/693).
The Government’s guidance notes on the PSC regime, reflecting these changes, are on this page.