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06-04-16From Today: All UK Companies Must Keep a "PSC Register" From today (6 April 2016), every UK private company must create and maintain a new, specially-dedicated “Register of Persons with Significant Control”. The new regime is intended to create a set of publicly-available lists revealing all individuals who own or exercise significant control or influence over a UK company – whether via shareholding, control of the Board, or otherwise. The “PSC Register” is now a formal requirement (alongside the traditional “Register of Members” and “Register of Directors”) which also applies to LLPs registered in the UK.
The PSC Register may be kept in the “Company Books” or, alternatively, a company may choose to hold its PSC Register (together with other information that would otherwise be in the Company Books) at Companies House. In any event, from June 2016 the PSC Register information must be reported to Companies House in the company’s “Confirmation Statement” (the new name for the “Annual Return”)
The PSC Register requires the full name, age, nationality, address and other details of every person directly or indirectly holding a stake of greater than 25%, any person with direct or indirect control over more than 25% of the company’s voting rights, any person serving as the sole director of the company, any person with a right to appoint or remove a majority of the company’s director(s), and – as the biggest change – every person with a direct or indirect “beneficial interest” which provides a significant interest in, or control over, the company.
Every company must now create a PSC Register, but also must keep it updated for accuracy at all times. If a company is uncertain or unable to identify a potentially registrable person, it must send out an “investigation notice” to all those who it has reasonable cause to believe may be registrable. Recipients must respond within 30 days or the company must then issue a warning and then a “restriction notice” to limit (or suspend) the relevant shares and/or control. Failure to comply could result in criminal penalties.
Perhaps the most widespread effect of this new regime is that private UK companies with a “corporate shareholder” (i.e. a shareholder which is another company) must now identify the owner of that “corporate shareholder” (and, if that owner is a company, identify the individuals behind that company, until the ultimate human owners that meet the new criteria are disclosed).
For many companies, compliance will be relatively straightforward, e.g. where there are no persons with significant control beyond those already in the existing Register of Members. For companies with more complex ownership or control structures, however, advice and assistance may be needed to ensure the PSC Register is correctly reported and kept updated in future.
We will be writing to all our UK company clients in due course with specific suggestions for compliance, but please let us know as soon as possible if you have any special concerns regarding the extent to which any “Persons of Significant Control” may or may not need to be reported in relation to your UK company.
Article by Chris Coates
Clintons is authorised and regulated by the Solicitors Regulation Authority whose regulations can be found at www.rules.sra.org.uk. Solicitors Regulation Authority number 00045165 Compliance Information