From April 2016, the vast majority of UK limited companies have been required to create and maintain a register of people with significant control. Commonly known as the PSC register, this includes details of who ultimately controls or exercises significant influence upon the company.
From 30 June 2016, every company has also needed to submit their PSC details as part of their confirmation statement (which replaced the annual return). So the confirmation statement has been the means by which new PSCs, changes to existing PSCs, someone ceasing to be a PSC and associated statements become part of the public record at Companies House.
From 26 June 2017 the requirements for filing PSC notifications will change. The change to the filing requirement is as a result of updates to UK anti-money laundering measures. So rather than updating the PSC register on an annual basis via the confirmation statement, companies will be required to file the requisite form within 14 days of any change. Alongside reporting changes to Companies House, companies are still required to maintain their Register of People with Significant Control.
Common changes that companies will now need to report directly to Companies House, as well as updated in the PSC register, include:
- The emergence of a new PSC, RLE (Relevant Legal Entity) or other registrable person – for example, if someone buys shares in the company and their ownership exceeds 25% of the company’s share capital for the first time
- Changes in specified details of a PSC, RLE or other registrable person – for example, a PSC changes their residential address or an RLE company changes its name
- The nature of an existing PSC’s control over the company changes – for example, they move between different shareholding “tiers” by buying or selling shares
- Someone ceasing to be a PSC or RLE – for example, they sell shares so that they now hold 25% or less of the company’s shares or voting rights
Reporting changes promptly to Companies House in this way brings the requirements for PSCs more in line with the existing rules for company officers – where changes to a director’s or secretary’s details have long needed to be filed on an event-driven basis rather than included in the confirmation statement.
Companies will also need to report various specified statements as they become or cease to be true. These are mostly relevant while the company is identifying and obtaining details of PSCs, or where there is good reason to believe there are no persons with significant control over the company.
Changes must be reported using forms PSC01 to PSC09 (or the equivalent forms for LLPs, LLPSC01 to LLPSC09). Paper versions of each of these forms are available on Companies House’s website.
For further information or assistance, please contact Lesley Malkin