This is the last in our three-part series on the PSC Register and summarises how the PSC Register applies to Societas Europaea registered in the UK.
This Legal Long concentrates solely on the modifications to the new Part 21A of the Companies Act to ensure that the PSC Register is effective for those European public limited liability companies, Societas Europaea (SEs), that are registered in the UK. This Legal Long should therefore be read in conjunction with our first Legal Long in this series relating to companies for a fuller understanding of the PSC Register and its purpose.
By way of background, an SE is established by EU law and the requirements for registering an SE in the UK are set out in the European Public Limited Liability Company Regulations 2004 [SI 2004/2326]. This company form allows companies operating in more than one EU Member State to organise under a single European label for greater mobility in the EU. At present, there are around 50 SEs registered in the UK.
European Public Limited Liability Company (Register of People with Significant Control) Regulations 2016
The new Part 21A of the Companies Act provides for SEs registered in the UK to be subject to the PSC regime to the same extent as other public limited liability companies registered in the UK. The European Public Limited Liability Company (Register of People with Significant Control) Regulations 2016 have now been published and modify the PSC regime (as set out in Part 21A of the Companies Act 2006 and theRegister of People with Significant Control Regulations 2016) to ensure that it operates appropriately in respect of SEs.
The European Public Limited Liability Company (Register of People with Significant Control) Regulations 2016 (the “Regulations”) make the following modifications:
- Part 2 of the Regulations amends the European Public Limited Liability Company Regulations 2004 so that those persons seeking to register an SE with the registrar of companies will be required to submit a statement of initial significant control alongside other documentation required to form an SE;
- Part 3 of the Regulations amends sections 12A and 790M of the Companies Act 2006 in their application to SEs. Section 12A is modified so that references to "incorporation" are read as "registration" in their application to SEs. This allows for methods of formation of an SE which do not result in the incorporation of a new company but rather a change from one type of company to another. All methods of formation require registration of an SE with the registrar and therefore this modification enables sections 12A and 790M to be read consistently in their application to SEs;
- Part 4 of the Regulations modifies regulations 27 and 38 of the Register of People with Significant Control Regulations 2016 so that references to subscribers to a memorandum of association are to be read as references to a signatory to the statement of proposed members in their application to SEs. The effect is that on formation of an SE, a signatory to a statement of proposed members can make an application to the registrar for the registrar to refrain from disclosing either information within section 790ZF(2) of the Companies Act 2006 or secured information; and
- Part 5 of the Regulations requires the Secretary of State to review the operation and effect of the Regulations and publish a report within the same timeframe in which the Secretary of State is obliged to review and report on Part 21A of the Companies Act 2006. The Regulations must then be reviewed within every five years after that.
The Regulations came into force on 6 April 2016, with the exception of Parts 2 and 3 which come into force on 30 June 2016.
This three-part Legal Long series will subsequently be made available as a single publication on our website at: http://www.cummingslaw.com/publications.