The changes to people with significant control (PSC) regime, which we mentioned were expected to be made in our previous article, have now been confirmed. Other aspects of the changes have also been clarified.
The PSC regime
Since the PSC regime was introduced in April 2016 most UK companies have been required to maintain a register of the people with significant control over them (their PSCs). The regime seeks to capture information about who ultimately controls those companies or who exercises significant influence or control over them. Information in a PSC register must also be made publicly available at Companies House. The PSC regime also applies to LLPs.
Changes to filing deadlines
Before the changes, PSC information was only required to be provided to Companies House once a year when a company filed its confirmation statement (which replaced the annual return last year). From 26 June 2017, companies subject to the PSC regime must update their PSC registers within 14 days of obtaining information about the change. A company must notify the changes to Companies House within a further 14 days. The changes will be notified using Forms PSC01 to PSC09.
If there have been any changes to PSC information since a company filed its last confirmation statement, the company must notify details of the changes to Companies House within 14 days of 26 June 2017. Such a company should have already updated its PSC register with details of the changes.
Changes to the entities caught by the PSC regime
From 24 July 2017, the PSC regime will be extended to:
- companies with shares admitted to trading on prescribed markets, such as AIM and NEX Exchange (formerly ISDX). These companies were previously exempt from the PSC regime, although the relevant exemption has now been narrowed, so it only now exempts companies with voting shares admitted to trading on a regulated market (such as the London Stock Exchange's main market);
- Scottish limited partnerships and general Scottish partnerships where all partners are corporate bodies. A modified form of the PSC regime applies to these Scottish partnerships. They will not be required to keep a PSC register, although they will be required to notify Companies House of their PSC (and other) information within 14 days of 24 July 2017. Any changes to their PSC information will also need to be notified to Companies House within 14 days of obtaining information about the change; and
- certain unregistered companies, which are caught by the Unregistered Companies Regulations 2009 (such as Royal Charter bodies and companies created by private Act of Parliament).
In our previous article, we mentioned that when the Government consulted on the changes last year, it also looked at extending the PSC regime to include other entities, such as open-ended investment companies and building societies. However, the changes do not extend to such entities, although it remains to be seen if Government will make further regulations to bring such entities within the scope of the PSC regime.
Why were these changes made?
These changes were required in order to comply with the beneficial ownership requirements of the EU’s Fourth Money Laundering Directive, which had to be implemented into UK law by 26 June 2017. The PSC regime was already consistent with most of these requirements, however, a number of changes (including those mentioned above) were required to be made to the PSC regime to ensure full consistency with the requirements.