By Jamie Berry
Part 21A and Schedule 1A to the Companies Act 2006 (CA 2006) came into force on 6 April 2016 with a view to increasing the transparency of who owns and controls companies in the UK. Most companies and LLPs registered in England and Wales have been required to produce, keep and maintain a dedicated register of people with significant control (PSC) over that company (a PSC register). However, since 26 June 2017, new legislation is set to change the requirements for the PSC information.
Who is a PSC?
A PSC is defined in the CA 2006 as an individual that fits into one or more of these conditions:
they hold more than 25% of the shares in the company, or hold a right to share in over 25% of the company’s profits or capital;
they hold more than 25% of the voting rights in the company (excluding those held by the company itself );
they hold the right to appoint or remove a majority of the board of directors;
they have the right to exercise significant control or influence over the company, meaning that they can direct and ensure the adoption of policies and activities of the company;
they, as a trustee of a trust or member of a firm, which is not a legal person, hold significant control or influence (meaning the same as above) over that trust or firm, and that trust or firm fits into one of the above conditions.
Previously, a company did not have to inform Companies House of every change to its PSC register, it simply needed to verify any filings (i.e. changes in shareholdings/control etc.) via an annual Confirmation Statement.
As part of the UK’s drive to help prevent money laundering and terrorist financing, where applicable, companies will need to inform Companies House of every single change to the PSC. Companies now have 14 days to update the PSC register and another 14 days to send the changes to Companies House.
Only companies listed on a regulated market in the UK are exempt from producing a PSC register. This means AIM-listed companies must comply with the new PSC regime, plus the existing shareholder reporting obligations in the AIM Rules.
If you would like assistance with the recent PSC changes, TWM’s Business Law team can help with all your Company Secretarial requirements.
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