As a result of the implementation of the Small Business, Enterprise and Employment Act 2015 important changes have been made to the information which companies registered in the UK (and certain other corporate entities), must file at Companies House, the information made available on the public record, and what information must be held by the company and made available for public inspection.
Please note that the following information is provided as a general overview of the new rules, and does not constitute formal guidance or advice in relation to your company.
Should you have specific queries as to the new rules, advice should be sought from Legal Clarity or another firm of solicitors. We would be pleased to assist you with this if required.
From 6 April 2016 all companies and LLPs registered in the UK will be required to maintain a register of people with significant control (“PSC“), which sets out the details of those individuals (or corporate bodies) who are able to exercise significant control over the company or LLP (in very simple terms, the true owners of the business).
The PSC register must be kept with the other statutory records of the company or LLP, be regularly maintained and kept up to date, and made available for public inspection upon request.
From 30 June 2016 onwards companies will also be required to disclose abbreviated PSC information to the Registrar of Companies at Companies House via a Confirmation Statement, which must be filed annually (this statement will replace the current Annual Return regime).
The information disclosed will be made available for public inspection on the electronic record maintained by Companies House, and must also be made available for inspection by the relevant company where the company continues to maintain its own PSC register after 30 June 2016 (it shall otherwise be possible for a company to keep its statutory records at Companies House, from this date).
New companies or LLPs incorporated after 30 June 2016 will be required to submit abbreviated PSC information to Companies House on incorporation.
The PSC rules have been introduced in order to procure that the ‘true’ owners of Companies are identified as a matter of public record. This will help to disrupt organised crime, tax evasion and terrorist financing activities, among other things.
However, this does mean that it will now be considerably more difficult to protect the identity of shareholders who wish to remain anonymous, but who also meet any of the criteria set out below.
Save in exceptional circumstances (such as there being an established risk of violence or intimidation towards an individual were their details disclosed), non-disclosure of details of people with significant control in a company will be a criminal offence.
A PSC is any individual who meets one or more of the following conditions:
These conditions will apply in all cases where shares are held by an individual in their own name and for their own benefit or on trust for or by a third party.
As a result, where shares are held under trust (for example through our Nominee Shareholder Service), both the trustee(s) and the beneficial owner(s) of those shares may need to be identified on the PSC register if the above conditions are met.
The following are non-exhaustive examples which may require the details of a person (together with those shareholders who already appear on the company’s register of members and satisfy the relevant PSC criteria) to appear on the PSC register. Where shares in a company are held on behalf of any person by:
If you would like further assistance with this topic, you may wish to consider our Company Secretarial Service, details of which can be found here.
For more details regarding our Nominee Shareholder Service, please click here.
