Changes to the UK's regime for the disclosure by companies of their significant controllers (the PSC regime) took effect on 26 June 2017. The changes ensure that UK legislation is compliant with the EU's Fourth Anti-Money Laundering Directive.
The UK introduced its PSC regime in April 2016. The purpose of the regime is to promote corporate transparency and to deter the abuse of UK companies (and LLPs), for example as vehicles for money laundering and tax evasion.
From 26 June 2017, the EU's Fourth Anti-Money Laundering Directive (the Directive) has introduced a regime for the disclosure of significant controller information across all EU and EEA countries. While the UK's existing domestic regime is broadly compliant with this Directive, some changes have been necessary to bring it into line with EU legislation. The main changes concern the categories of body corporate now within scope and the timing and frequency of reporting.
Until now, AIM (and NEX Exchange) traded companies have been excluded on the basis that they, like their Main Market counterparts, were already subject to the disclosure regime in Disclosure and Transparency Rule 5 (DTR 5). However, under the Directive, only companies admitted to trading on an EU-regulated market are exempt from the Directive's disclosure requirements. AIM (and NEX Exchange) traded companies are therefore now within the scope of the PSC regime, even though DTR 5 continues to apply to them.
Unregistered companies that fall within the scope of section 1043 of the Companies Act 2006 (e.g. commercial companies incorporated in the UK by private Act of Parliament) are also now within scope.
The extended regime also covers Scottish limited partnerships and Scottish general partnerships in which all the partners are corporates. However, these partnerships will only have to comply with the Companies House reporting elements of the PSC regime and not keep their own PSC registers.
Entities newly within scope of the PSC regime must comply with it from 24 July 2017.
For UK companies and LLPs already within scope, the main change is that from 26 June 2017 PSC changes have to be notified to Companies House as they occur. Until now, most companies and LLPs have only had to notify Companies House once a year through the annual confirmation statement. There are also new time limits, which mean any entity in scope must now:
- serve any information notice required uner the legislation within 14 days of becoming aware of, or having reasonable cause to believe that there has been, a change to its registered PSC information;
- enter information about PSC changes in its PSC register within 14 days of receiving the relevant information or, where a PSC is an individual, within 14 days of the required particulars being confirmed to it; and
- file details of the changes at Companies House within 14 days of updating its own PSC register.
Under the transitional rules, changes to a company's PSC register which occurred before 26 June 2017 but since the company filed its last confirmation statement are also notifiable to Companies House.