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Companies registered after June 30th 2016 will have to include information about People with Significant Control (PSCs) under Part 7 of the Small Business, Enterprise and Employment Act 2015 (Companies: Transparency) in their first confirmation statement.

Companies registered on or after that date will provide PSC information on their incorporation application form. This information should then be updated or confirmed annually when filing a confirmation statement.

The PSC register rules apply to companies limited by guarantee, LLPs and (subject to special rules) limited partnerships as well as to companies limited by shares.

Under s81 of the Act, (persons of significant control register) the Companies Act 2006 is amended as set out in Schedule 3 of the SBEEA effectively inserting a new Part 21a into the 2006 Act requiring persons with “significant control” over a company to:

  1. Notify the company;
  2. The company to seek such information;
  3. The information to be included in the statutory PSC register kept either by the company itself or by Companies House.

The basic layout of the new Part 21A is:

  1. Chapter 1 (overview) identifies the companies to which this Part applies and explains some key terms, including “significant control” (with more detail in schedule 1);
  2. Chapter 2 (information gathering) imposes duties on companies to collect information, and on shareholders and others to supply information, to enable companies to keep the PSC register
  3. Chapter 3 (register of people with significant control) requires companies to keep a PSC register and to make it available to the public, like other statutory registers;
  4. Chapter 4 (alternative method of record-keeping) gives private companies the option of having the register kept and made available at Companies House, instead of at the company’s registered office;
  5. Chapter 5 (protection from disclosure) makes provision for excluding certain material from the information available to the public.

Criteria

You will be a registerable PSC if you meet one or more of the following conditions:

  1. You hold, directly or indirectly, more than 25% of the shares in the company;
  2. You hold, directly or indirectly, more than 25% of the voting rights in the company;
  3. You hold the right, directly or indirectly, to appoint or remove a majority of directors of the
    company;
  4. You have the right to exercise, or actually exercise, significant influence or control over
    the company;
  5. You have the right to exercise, or actually exercise, significant control or influence over
    the activities of a trust or firm that, in each case, does not have legal personality under its
    governing law, where the trustees or members of that trust or firm meet any of conditions
    one to four (in their capacity as such) in relation to the company, or would do so if they
    were individuals.

Under Schedule 3, s790k of the Act, details of a registrable person that must be disclosed and registered are:

  1. Name;
  2. Service address;
  3. The country or state (or part of the United Kingdom) in which the individual is usually resident;
  4. Nationality;
  5. Date of birth;
  6. Usual residential address;
  7. The date on which the individual became a registrable person in relation to the company in question;
  8. The nature of his or her control over that company.

If a legal entity (such as a company) is to be registered, the details required are:

  1. The name of the company or firm;
  2. Its principal office;
  3. Its legal form and the law by which it is governed and where it is registered;
  4. The date on which it became a registrable person in relation to the company in question;
  5. The nature of its control over the company. 

 

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