Business support agencies like London Registrars are currently updating their clients on the progress through Parliament of the Small Business, Enterprise and Employment Bill, which was introduced by the government in June 2014. The draft legislation proposes that all UK companies will be obligated to create and maintain a register of beneficial ownership, the intention being to make publicly available all of the information contained in these registers.
Such provision will remove the current possibility of companies or shareholders using nominee companies and trust structures to disguise the ultimate beneficial ownership of their shares. A creation of the draft legislation is the concept of ‘persons with significant control’ (PSC), the current bill also providing details on the type of information that is required to be gathered and made available with regard to all such persons.
According to the bill’s present draft, a PSC can be any person who holds a minimum of 25 per cent of a company’s issued share capital, whether directly or indirectly and whether alone or jointly with another person or entity. If a company does not have share capital, the same 25 per cent threshold will apply to the right of members to participate in a company’s capital or profits.
A PSC is also defined in the current draft as any person exercising 25 per cent or more of a company’s voting rights, any person with the entitlement to appoint or remove a majority of the board of directors of a company; or any other person who has the right to, or actually exercises ‘significant influence or control’ over a company. Responsibility for publishing guidance as to how this latter limb of the definition of a PSC is to be interpreted will fall to the Secretary of State.
The Bill also includes specific provision relating to trustee and nominee-held shares. The intention of these provisions is to ensure that the shares’ ultimate beneficial owner or the person or persons with ultimate control over the company will also be considered a PSC for the purposes of the act, even where there is no direct involvement on their part.
Companies failing to comply with the new requirements laid out in the bill will be committing an offence. Any person not supplying the relevant information with regard to their shareholding will run the risk of the suspension of their rights in respect of those shares. In extreme circumstances, they may even be forced to transfer their shares.
Now is the time for companies to begin reviewing their register of members, while considering which – if any – of their shareholders may be considered a PSC under the new rules, with the assistance, if required, of business support agencies like London Registrars.