From 6 April 2016, qualifying UK companies and LLPs have been required to create and maintain a register of persons with significant control (the "PSC Register"). For further information on the current PSC regime, please see our previous client alert by clicking here. However, the UK's implementation of the Fourth Money Laundering Directive (EU 2015/849), which contains similar requirements for countries to maintain a register of company ownership, will involve certain changes to the current UK PSC regime. On 19 April 2017, Companies House published a press release, "Changes to UK anti-money laundering measures", its Strategic Plan for 2017 to 2020 and its Business Plan for 2017 to 2018. In those documents, it set out more detail regarding how the Fourth Money Laundering Directive will be implemented in the UK, and the plans it has for improving the accuracy and completeness of current PSC data. This is the first update that has been published since BEIS launched a consultation on the transposition of Article 30 of the Fourth Money Laundering Directive on 3 November 2016. Changes to the current UK PSC regime, which will apply from 26 June 2017, include:
- companies will need to update their PSC register within 14 days, and notify Companies House within 28 days, of a change to their PSC information (currently this is required to be updated in the annual Confirmation Statement using Form CS01);
- companies will need to use Forms PSC01 to PSC09 to update their PSC information (these forms are currently used for updating PSC information where an entity has elected to keep information on the central register and we assume they will be updated to reflect these latest changes to the PSC regime);
- some DTR 5 issuers may need to comply with the PSC Register requirements (all DTR 5 issuers are currently exempt from these requirements). We understand that this is likely to apply to companies with shares admitted to trading on prescribed markets, like AIM and ISDX, but this is yet to be confirmed. Companies House has confirmed that companies which are currently exempt by virtue of having shares admitted to trading on an EEA market (we understand that this refers to companies having voting shares admitted to trading on a regulated market in an EEA state, other than the UK), or on certain specified markets in Switzerland, the United States, Japan and Israel, will continue to be exempt; and
- there will be changes to the protection regime (whereby companies can apply to have their PSC information withheld from the public register where disclosure would put a person at risk of violence or intimidation) so that credit and financial institutions will be able to access "secured" PSC information, where appropriate.
Companies House has also stated that in the coming year it intends to undertake new work to improve the accuracy and completeness of PSC data. It recognises that for some customers (especially smaller companies), the legislation can appear complex and they need additional support in getting it right. With that in mind, it is going to review its guidance to ensure it is doing all that it can to help companies comply with their responsibilities. It intends to contact those entities with clearly incorrect PSC information to help them complete their record properly. It will also introduce a new mechanism, the "report it now" button, so that viewers who spot potential inaccuracies in a company's PSC information can report this instantly to Companies House. This approach to improving accuracy appears to be more collaborative than punitive, which is to be welcomed bearing in mind that failure to comply with the PSC disclosure duties is a criminal offence.
Separately, on 5 April 2017, the Department for Department for Business, Energy and Industrial Strategy ("BEIS") published a call for evidence on its proposed new register showing who controls overseas legal entities that own UK property or participate in UK public procurement. For further details on these proposals, please click here.