As of 6 April 2016, all UK companies and UK LLPs (with the exception of companies traded on markets such as the Main Market of the London Stock Exchange) are required to maintain a new register called a Register of People with Significant Control (PSC Register). Important changes took place to the PSC Register regime with effect from 26 June 2017 and 24 July 2017, bringing more entities within the scope of the regime (such as UK AIM companies and eligible Scottish partnerships) and altering the way in which changes to the PSC Register are dealt with.
We have pulled together all relevant resources on this important development in company law. If you wish to discuss the PSC Register requirements further please contact any of the key contacts or your usual Womble Bond Dickinson contact and we will be happy to help.
PSC Regime - "at a glance"
The PSC Register will contain details of the individuals and other legal entities that have "significant control" over the company/LLP (PSC)
All affected companies/LLPs must:
A person will be a PSC if that person:
|A legal entity can be included in the PSC Register if it is required to maintain its own PSC Register or is an exempt company. The rules for LLPs are similar, with small differences.|
On 19 April 2017, Companies House issued a press release (see below) which stated that, from 26 June 2017, PSC changes will now become events driven rather than being dealt with as part of the confirmation statement process. Entities obliged to keep a PSC Register will be required to update their own PSC Register within 14 days and to notify Companies House of any changes within a further 14 days.
A change to the list of exemptions from the PSC Register regime was introduced with effect from 26 June 2017 (bringing AIM companies into the regime), with a grace period of one month to comply.
From 24 July 2017, active Scottish limited partnerships and general Scottish partnerships (where all members are corporate members) will also be brought within the PSC Register regime.
The primary legislation is in Part 21A of and Schedules 1A and 1B to the Companies Act 2006 (as inserted by the Small Business, Enterprise and Employment Act 2015), supplemented by the Register of People with Significant Control Regulations 2016, the European Public Limited – Liability Company (Register of People with Significant Control) Regulations 2016 and The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016. The latest changes were introduced by the Information about People with Significant Control (Amendment) Regulations 2017 and the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.
BIS and Companies House Guidance
- Companies House press release - changes to UK anti-money laundering measures (19 April 2017)
- Detailed guidance on the PSC register requirements
- Statutory guidance on the meaning of 'significant influence or control' for companies
- Statutory guidance on the meaning of 'significant influence or control' for LLPs
- Summary guidance, which provides a brief overview on the PSC requirements for companies
- Guidance for individuals who may be PSCs
- Companies House guidance on restricting the disclosure of information
- Companies House guidance on restricting access to your address on the public register
- The Information about People with Significant Control (Amendment) Regulations 2017
- The Scottish Partnerships (Register of People with Significant Control) Regulations 2017