Newsflash: Changes to the PSC requirements were made on 26 June this year
Companies and LLPs need to be aware of the increased information requirements in respect of people with significant control (PSC). The details of these changes only became clear at a late date with implementation from 26 June 2017.
Since April 2016, unlisted UK companies and LLPs have been required to keep a register of PSCs – these are people who own or control their company. Broadly speaking, this is an individual who meets one or more of the following:
- Holds more than 25% of shares in the Company;
- Holds more than 25% of voting rights in the Company;
- Holds the right to appoint or remove the majority of the board of directors of the Company;
- Has the right to exercise, or actually exercises, significant influence or control over the Company (in certain circumstances); and
- Holds a significant influence or control over the activities of a trust or firm, where such trust or firm would satisfy one of the above conditions if it were an individual (in certain circumstances).
Despite the above referring to individuals, relevant legal entities (RLE’s) will also need to be on the register where they own and control companies.
Under the old regime, Companies were required to make updates to their PSC registers but were not required to notify Companies House (unless its PSC register is held by them), until the next annual Confirmation Statement was due. From 26 June 2017, Companies are required to update their register within 14 days of a change and send the information to Companies House within a further 14 days. Forms PSC01 to PSC09 should be used for notifying Companies House of the changes. The Confirmation Statement will no longer be used for changes to the PSC information.
The scope of the regime is also being extended and will include Scottish Limited Partnerships and General Scottish Partnerships in specific circumstances. The previous exemptions for DTR5 Companies have also been changed e.g. companies with voting shares admitted to trading on AIM or the NEX Exchange Growth Market were originally exempt but will in the future need to keep a PSC register.
You should therefore consider if you are now subject to the widened remit of the regime and need to provide PSC information. For those that are already subject to the regime, you will need to notify Companies House of every change from now on.
Failure to provide accurate information on the PSC Register or to comply with notices requiring someone to provide information are criminal offences.