Whether or not your company presently maintains a PSC register, it may have reason to take an interest in the latest changes to the PSC regime.
The UK Government altered the Companies Act 2006 in April last year, to include a requirement for most companies and LLPs to produce, keep and maintain a register of any people or relevant legal entities with significant control over that company or LLP.
Those deemed as needing to be included on such a register were broadly defined as those holding more than 25% of shares or voting rights, or that otherwise had the right to exercise significant control.
More companies now included within the PSC regime
26th June 2017 saw regulations come into force to extend the PSC regime to ensure the UK’s compliance with the European Fourth Money Laundering Directive ((EU) 2015/849). These regulations alter the PSC regime in three significant ways.
First of all, they involve the extension of the PSC regime to certain companies listed on the Alternative Investment Market (AIM) and NEX Exchange Growth Market (NEX). Secondly, the PSC regime has also been extended to Scottish limited partnerships, general Scottish partnerships where all partners are corporate bodies, and UK unregistered companies.
Thirdly, all entities subject to the PSC regime are now also required to update their PSC register within 14 days of the implementation of any change, and to inform Companies House of such changes within an additional 14 days.
The entities that already come under the PSC regime, as well as the aforementioned new entities, have been required to comply with the obligations to maintain and file the necessary information since 24th July 2017, following an initial four-week transitional period.
During the period to 24th July 2017, the affected entities were expected to identify their PSCs and, within 14 days from the date on which the relevant information was obtained, create their own PSC register. They then have an additional 14 days to notify Companies House of the PSC information.
What else has changed or remained the same?
The changes also include the removal of the need for a company to file PSC information as part of its annual Confirmation Statement, with companies filing such a statement now required to confirm that they have complied with the requirement to file all changes to their PSC register.
Exemption from the PSC regime will also remain for companies traded on an EEA regulated market and other specified markets. Nor will non-UK incorporated companies traded on AIM be brought within the scope of the PSC regime.
The amended PSC regime also entails a significant change to how M&A transactions are disclosed. A target company would not previously disclose a change of ownership in the company before filing its annual Confirmation Statement, but a target will now be expected to update its PSC register within 14 days of a change of control and alert Companies House of this change within a further 14 days. Accordingly, a change of control will now be made public within 28 days of closing.
Don’t hesitate to contact London Registrars’ experienced and informed professionals today for specific guidance related to your own firm’s obligations towards its PSC register.