On 26 June 2017, new requirements came into force relating to the register of people with significant control (the "PSC Register"). In this bulletin, we describe those changes and provide some general reminders about keeping company registers.
The term "relevant entity" is used in this briefing to refer to any legal entity that is required to keep a PSC Register.
PSC REGISTER: New entities are required to report, and everyone must report faster.
The key changes to the PSC Regime are as follows:
- Changes to the PSC Register must be recorded within 14
days and notified to Companies House within a further 14
days.
The previous requirement to update a PSC Register as soon as reasonably practicable following a change to information held about a person with significant control (a "PSC") or a relevant legal entity (an "RLE") has been supplemented with a requirement to complete such an update within 14 days. Once the PSC Register has been updated, the change made must then be notified to Companies House within a further 14 days. New forms PSC01 – PSC09 have been created by Companies House for use by companies making such filings (together with equivalent forms for other relevant entities).
Any notices required to be sent to a PSC or RLE after a relevant entity becomes aware of a change to information held on the PSC Register must also be sent within 14 days of the relevant entity becoming aware of the change. Further obligations to update the PSC Register and notify Companies House may also be triggered in the one month period allowed for the PSC or RLE to respond to such a notice.
The contents of the Confirmation Statement (which replaced the Annual Return as from June 2016) are also changed as from 26 June 2017 and PSC information is no longer updated through an annex to the Confirmation Statement. PSC information will need to be checked when the Confirmation Statement is filed however in order for confirmation to be given that the relevant information is up to date; if PSC information held by Companies House is not up to date at that time, an appropriate PSC form (PSC01 – PSC09) should also be filed with the Confirmation Statement.
Catch-up Notifications
Companies and LLPs that have filed a Confirmation Statement during 2016/17 (but prior to 26 June 2017) and which are aware that PSC information has changed since that filing are required to update their PSC information held at Companies House by filing the relevant PSC form. These 'catch-up' notifications were required to be filed by 10 July 2017 (i.e. within 14 days of 26 June 2017).
- Unregistered companies and companies listed on the AIM
and NEX markets must now have a PSC Register.
Unregistered companies have been brought within the PSC Regime for the first time, as well as companies with shares traded on AIM or the NEX Exchange Growth Market (who previously benefitted from an exemption).
The requirement to keep a PSC Register came into force for these companies on 24 July 2017. A PSC Register is required to be established by these companies by 7 August 2017 (i.e. within 14 days from 24 July 2017) and filed with Companies House within a further 14 days from the date it is established.
Companies traded on AIM and NEX are already required to keep detailed information about their shareholders in accordance with DTR5 and should have much of the information needed to identify their PSCs or begin a process of enquiries to confirm information about PSCs. However, where there are enquiries that take some time or where PSCs are not quickly forthcoming to confirm their personal details, it is to be remembered that the PSC Register should never be empty and there are prescribed statements to be entered on the register where investigations are on-going.
- Scottish LPs and Scottish partnerships need not keep a
PSC Register but must report PSC information to Companies
House.
Scottish partnerships and certain Scottish limited partnerships ("LPs") may find it useful to establish a PSC Register. Although they are not strictly required to keep and maintain a PSC Register, these entities are now required to file equivalent PSC information with Companies House and to meet the 14 day reporting requirements.
These new notification requirements apply to Scottish partnerships and Scottish LPs from 24 July 2017. For a Scottish LP to be caught by these new requirements, all its general partners must be corporate bodies.
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