Corporate

Background

Most UK companies and all UK limited liability partnerships must keep a register of “persons with significant control” (PSCs).

PSC information must be provided to Companies House:

  • on incorporation of a new company/LLP; or
  • (for existing ones) as part of their annual confirmation statement.

PSC information held by Companies House is publicly available.

It’s all part of the UK government’s international commitment to improving transparency over who actually owns and controls UK companies.

What’s changing?

Companies House has announced that the PSC regime will be extended in the next couple of months. Additional entities will be required to submit PSC information to Companies House. Changes will be made as to how and when PSC updates have to be provided to Companies House.

As ever, the devil will be in the detail – and we’re still waiting for regulations to be published.

New entities in scope

Companies listed on certain markets

Well before the PSC regime arrived, some companies already had to disclose considerable information about their ownership and control. These include companies listed on the main market of the London Stock Exchange and AIM companies.

So far, such companies have been exempted from the PSC regime. However, that’s going to change for some of them from 26 June. Although we have not yet seen any new regulations, we understand it is likely that AIM and ISDX companies will become subject to the PSC regime.

Scottish limited partnerships and Scottish general partnerships

With effect from 24 July, PSC information will have to be provided to Companies House by active Scottish limited partnerships and any general Scottish partnership where all the partners are corporate bodies. These entities will have to tell Companies House about any changes to their PSC information within 14 days, and confirm annually that their PSC details are correct.

Until we see new regulations, we do not know the timescale or mechanics for applying the regime to existing partnerships, or indeed how affected Scottish general partnerships are to comply since the latter do not currently have to register with Companies House at all.

Companies House says that it will be communicating with affected entities to ensure that they are aware of their new obligations and are in a position to comply when the rules change.

Changes to notification requirements

At the moment, any changes to a company’s or LLP’s PSC register need only be notified to Companies House when the next confirmation statement is filed. Confirmation statements are required to be filed once a year, though companies/LLPs can choose to file them more frequently if they wish.

From 26 June, all entities required to keep a PSC register will have 14 days to update their own PSC register and another 14 days to notify Companies House of the change. This will be done on specific PSC Companies House forms, not on the confirmation statement.

This is a dramatic change from proposals previously canvassed by the government, which had suggested a 6 month period for notifying changes.

Improving accuracy and completeness of PSC data

Companies House plans to introduce new compliance activities. It proposes to contact those with clearly incorrect PSC data to help them complete their records properly. It will be made easier for those accessing information on the register to report problems by introducing a “report it now” button.

Its guidance is to be reviewed so as to better assist entities to identify their PSCs correctly and provide the right details for inclusion on the register.

Sources:
Companies House announcement

Companies House business plan for 2017-2018

Companies House strategic plan for 2017-2020

Fiona Beal

Fiona Beal

Professional Support Lawyer at Brodies LLP
Fiona is a professional support lawyer in Brodies' corporate team. She provides support and knowledge management services in the field of company and corporate law including management of the department styles and know-how bank
Fiona Beal