Reporting Changes to Persons With Significant Control Requirements
From 6 April 2016 most UK companies became subject to the new transparency obligations set out in Part 21A Companies Act 2006 (“Part 21A”). This included the requirement for all companies, except those who were specifically exempted, to maintain a register of Persons of Significant Control (PSCs). From 30 June 2016, every company has submitted details of their PSC as part of their annual Confirmation Statement (which replaced the old annual return). The Confirmation Statement which is delivered annually has, until now, been the only way to report changes to Companies House who then make this information part of the public record.
On 26 June 2017, as part of implementation of the EU Fourth Money Laundering Directive, the PSC regime also received a further updates. The process for delivering PSC information to Companies House has now become events driven, entities obliged to keep a PSC register are required to update their PSC information within 14 days of the change and then have a further 14 days to formally file the information at Companies House. There are a number of new forms (PSC01 to PSC09) to record these changes and the confirmation statement will remove the PSC information currently included within Part 5 of the return.
Listed companies have until now all been exempt from the PSC regime on the basis that they are already subject to transparency obligations under the FCA’s Disclosure and Transparency Rules (or their relevant overseas equivalent). However the changes made in June 2017 effectively remove this exemption for AIM listed companies who now also have to fully comply with the regime.
There are no changes to what constitutes a PSC which is defined as is someone who meets at least of the following conditions:
- Directly or indirectly owns more than 25 per cent of shares
- Directly or indirectly holds more than 25 per cent of voting rights
- Directly or indirectly has the right to appoint or remove directors of the company
- Has the right to, or actually exercises, significant influence or control over the entity; and/or
- Has the right to exercise, or actually exercises significant influence or control over the activities of a trust or firm which is not a legal entity, but which would itself satisfy any of the first four conditions if it were an individual.
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