Submitted by Sestini & Co
| on Mon, 08/08/2016 - 17:23 | In Companies House
There are over 3.7 million incorporated (Ltd) businesses and around 59,000 limited liability partnerships (LLP) in the UK.
Probably only a small number of these are aware that as from April 2016 a new piece of legislation requires them to keep a register of ‘people with significant control’ of the company, i.e. those who can “influence or control a company” (also known as “beneficial owners”). This also applies to a lesser known set of companies: Societas Europaea (SE) registered in the UK.
This “PSC” information must be filed with Companies House, effective from 30 June 2016. For most companies this information will appear on their confirmation statement (which replaces the annual return – new blog coming soon on this).
The filing date for confirmation statements is based on the company’s anniversary of incorporation, so if your filing date is 31st May then you’ll have until 31st May 2017 to complete your confirmation statement – although you can choose to file it early. It’s likely to take 12 months to fully populate the register for existing companies.
Who counts as a person with significant control (PSC)?
A PSC is someone in your company who:
- Owns more than
25% of the company’s shares
- Holds more than 25% of the company’s voting rights
- Holds the right to appoint or remove the majority of directors
- Has the right to, or actually exercises significant influence or control
- Holds the right to exercise or actually exercises significant control over a trust or company that meets any of the other four conditions.
Why is this important?
As Companies House explains, “In terms of greater transparency, this is a big step forward to help to further strengthen confidence in business…”
In real terms it is designed to help any interested party to gain a greater understanding of those who may benefit from a company’s activities and to reduce illegal activities such as tax evasion, money laundering and terrorist financing.
What happens if you fail to comply?
If you don’t comply with the rules around the PSC register then you’re committing a criminal offence and companies could be fined, officers of companies or designated members of LLPs could be committing a criminal offence and could be fined or even imprisoned.
- If you’re not sure of the filing date for your confirmation statement, you can check on the Companies House website by typing in your company name, company registration number or an officer’s name.
- If the information on your people with significant control changes after you’ve filed, you can file a new confirmation statement to keep Companies House updated (and you don’t need to pay an additional fee to do so).
- Although you don’t have to file your PSC information until your filing date, you still have a requirement to keep this information in your own internal records, effective from April 2016.
- The requirement to maintain a PSC register does not currently apply to other entities, such as limited partnerships (LPs) or Charitable Incorporated Organisations (CIOs).
The legislation is quite complex and we are unable to cover it all in one blog so please do contact us if you have any queries, such as overseas entities or companies subject to the Financial Conduct Authority rules around transparency. Call us on 01761 241 861 or email us today. We will be pleased to advise you or to invite you into our offices in Paulton, near Bristol and Bath, for a consultation.