In 2016 UK companies and UK limited liability partnerships (LLPs) were required to keep a register of people with significant control (PSC register) and to file relevant information at Companies House.
New rules have now been introduced as part of the UK’s programme implementing the EU Fourth Anti-Money Laundering Directive and tackling money laundering and the financing of terrorist activity. Effectively, businesses are required to help police the system – in this case by supplying information about people with significant control (PSCs).
The new rules potentially affect companies and LLPs. There are also changes for Scottish limited partnerships and certain Scottish general partnerships (collectively referred to as ‘eligible Scottish partnerships’).
Most of these changes come into force from 26 June 2017, with some coming into force from 24 July 2017.
Overview of changes
There are three main areas of change:
- how companies and LLPs report PSC information to Companies House
- changes to exemptions
- bringing some partnerships governed by the law of Scotland into the regime.
There is information on each of these areas of change below.
Changes in reporting
There are new timescales and new forms. Previously, PSC information was updated annually on confirmation statement CS01. Change is now event-driven and must be reported to Companies House whenever it occurs. It can no longer wait until the end of the year.
From now on, companies will need to use forms PSC01 to PSC09. LLPs and eligible Scottish partnerships will use an equivalent range of forms.
When the annual confirmation statement is made, confirmation will be required that PSC information which Companies House already holds is accurate.
There are 14 days to update the PSC register, and another 14 days to send the information to Companies House. That gives 28 days to notify Companies House of changes to the PSC register.
Under the old rules, some companies were exempt from the PSC rules. These were DTR5 companies which are not on a regulated market.
Under the new rules, such companies may have to comply. This could affect Alternative Investment Market companies (AIM) and ISDX (ICAP Securities and Derivatives Exchange) companies.
If the company has traded on an EEA or Schedule 1 specified market, it is still exempt from providing PSC information.
Partnerships governed by Scots law
The new rules apply a modified form of the PSC regime to limited partnerships governed by the law of Scotland and also to qualifying general partnerships governed by the law of Scotland. A qualifying general partnership is a partnership in which all partners are corporate bodies.
These partnerships do not have to keep their own PSC register, but do now have to report PSC information to Companies House. They have to identify their PSCs and return this information to Companies House within 14 days of 24 July 2017.
Any further changes to PSC information must be notified to Companies House within 14 days of the change.
Confirmation that details are still current and accurate will be required annually.
Is further guidance available?
The Department of Business, Energy and Industrial Strategy has updated its guidance on the PSC register. There is draft statutory guidance on what ‘significant influence or control’ means for eligible Scottish partnerships, and guidance for people with significant control.
All the guidance can be obtained from www.gov.uk/government/organisations/companies-house.
How can we help?
This is a complex area, especially if you are coming into the regime for the first time. It can also be a risky area, as failure to comply with the rules could lead to the business, its directors or partners, or identified PSCs committing a criminal offence.
If you would like to discuss these new requirements in more detail, or require assistance with this or other company secretarial requirement please contact us on 0116 2423400