Since 6 April 2016, the vast majority of UK companies and UK limited liability partnerships (LLPs) have been required to maintain a register of all those persons who have significant control over the company or LLP (commonly known as the PSC register).
As part of implementation of the EU Fourth Money Laundering Directive, some significant changes have been made to the PSC regime. These changes have been introduced into UK law by The Information about People with Significant Control (Amendment) Regulations 2017 (Regulations) which came into force on 26 June 2017.
What are the key changes?
In summary the key changes are:
- AIM companies are now subject to the PSC regime
- the PSC regime has also been extended to other entities including Scottish limited partnerships and certain general Scottish partnerships
- new 14 day timelines now apply both in relation to updating an entity's own PSC register and in updating the central PSC register at Companies House
- the Confirmation Statement is no longer the vehicle for updating PSC information at Companies House - PSC notifications to Companies House must now submitted via the relevant Companies House forms.
New entities subject to the PSC regime
When the PSC regime originally came into force, companies subject to Rule 5 of the Disclosure Guidance and Transparency Rules did not have to keep a PSC register. The Regulations now remove this exemption and companies whose shares are admitted to a ‘prescribed market’ that is not a regulated market have now become subject to the PSC regime. This principally affects companies whose shares are admitted to AIM or the NEX Exchange Growth Market (formerly ISDX Growth).
AIM companies must therefore start investigating and collecting information in relation to their PSCs. There is a short four week grace period for new companies subject to the regime – they must have their PSC register in place by Monday 24 July 2017.
The regime now also applies to unregistered companies as defined in the Unregistered Companies Regulations 2009 – effectively companies formed under Royal Charter or special or private Act of Parliament. Again, the obligation for these new categories of company to maintain a register will take effect from Monday 24 July 2017.
All UK registered LLPs (including Scottish LLPs) are already subject to the PSC regime. However, the Scottish Regulations now introduce a parallel PSC regime for (i) all Scottish limited partnerships (SLPs) and (ii) Scottish general partnerships for so long as they are ‘Scottish qualifying partnerships’ (SQPs).
SLPs and SQPs are not required to keep their own PSC register but must file the information with Companies House from Monday 24 July 2017. SLPs and SQPs should therefore start making enquiries of their PSCs without further delay.
Frequency of PSC register updates – new 14 day deadlines
From 26 June 2017 (or 24 July 2017 for entities newly within scope of the regime), entities required to keep a PSC register must:
- update their PSC register within 14 days of either a PSC confirming his/her details (for individuals) or the entity obtaining the relevant information (for relevant legal entities)
- notify Companies House of the changes to its register within 14 days of the change being made to the entity's own register. This replaces the old system where the information was supplied to Companies House annually on the Confirmation Statement (CS01).
What action do companies/LLPs already subject to the PSC regime prior to 26 June need to take?
- If an entity’s PSC register is already up to date and any changes have been previously notified to Companies House on Form CS01 then no action needs to be taken.
- If an entity has made a change to its PSC register prior to 26 June 2017 (and which was not covered in the previous Form CS01 filed) then the entity must file those changes at Companies House within 14 days of that date i.e. on or before 9 July 2017.
- Any future changes from 26 June 2017 will need to be recorded in that entity's PSC register within 14 days of that change and then notified to Companies House within 14 days of changing their register.
Companies House forms and PSC
From 26 June 2017 all notifications to Companies House regarding PSC information (including changes to such information) must now be submitted on Companies House forms PSC01 to PSC09. This replaces the previous requirement to provide this information annually via the Confirmation Statement (CS01).