With very little advance notice as to the detail, notable changes regarding the disclosure regime for people with significant control (PSCs) of UK companies and LLPs came into force on Monday 26 June 2017.
The essential key changes at a glance
- The PSC disclosures now come under “event driven filings” at Companies House; they are no longer part of the company’s annual confirmation statement.
- A company must enter new information on its own PSC register within 14 days and provide the updated information to Companies House within a further 14 days, once it has:
- become aware of a change;
- obtained all the information needed to enter on its own PSC register; and
- confirmed the information if it relates to an individual.
The same applies to LLPs.
- AIM (and NEX Exchange Growth Market) companies incorporated in the UK are now required to have a PSC register, but not until 24 July 2017.
So what does it mean for me?
- If you have already filed your annual confirmation statement and there have been no changes to your PSCs, you need do nothing. You only need to make a further filing at Companies House as and when there are further changes.
- If you have made further changes to your PSC register since you filed your confirmation statement, then you must file the changes with Companies House within 14 days of the change. However, if the change took place before 26 June, then you have 14 days from then (until 10 July) to make the filing.
- If before 26 June you should have updated your PSC register under the previous regime, but you didn’t, you must update your PSC register within 14 days after that date (by 10 July), and then file the PSC changes with Companies House within a further 14 days.
- If you have just been brought within the regime – for example, if you are an AIM (or NEX Exchange Growth Market) company incorporated in the UK – then from 26 June, you must now investigate your ownership and control and ask your PSCs, if any, for their “required particulars” to enter into your PSC register. You have until 24 July 2017 to complete your PSC register. While the legislation isn’t clear on this point: we consider that you should then make your Companies House filing within a further 14 days (Companies House have confirmed this to us on the phone).
What other entities have been brought within these rules?
The rules now apply to:
- Registered companies
- Societates Europaeae
- Unregistered companies (new)
- Scottish Limited Partnerships (new)
- Scottish “qualifying” general partnerships (new)
Previously “DTR5 companies” were exempt from having to comply with the rules. That exemption has been replaced by “companies with voting shares admitted to trading on a regulated market which is