Companies House in the UK have recently announced a number of updates to be implemented from June and July 2017 in respect of the persons of significant control (PSC) requirements.
These updates have been put into place as part of the UK’s stance on being at the forefront of preventing money laundering and terrorist financing and to support the UK Government’s pledge to make the UK the most reputable and transparent place to do business in the world.
Companies House have focused on how to achieve this enhanced transparency in respect of parties that beneficially own companies and other entities.
Changes to Company Updates
Since 1 July 2016, UK companies informed Companies House of their PSC by way of filing their confirmation statement . However, from 26 June 2017, PSC information will now be provided to Companies House by way of filing a relevant PSC01 form (one or more of forms PSC01 to PSC09) which serve to notify Companies House of any changes to the PSC. With regards to changes to the PSC, companies will have 14 days to update their own registers and must inform Companies House 14 days thereafter.
Although the PSC information will no longer be listed on the confirmation statement from 26 June 2017, a company will still be obliged to file a confirmation statement at least once every twelve months.
Scottish Limited Partnership Requirement To Disclose
From 24 July 2017, Scottish Limited Partnerships will be required to disclose and register their PSC information with Companies House. Companies House must be informed of the PSC information within 14 days and any changes to the PSC information must also be provided to Companies House within 14 days of the relevant change.
In addition, Scottish Limited Partnerships must confirm that the PSC details are correct with Companies House on an annual basis.
Scottish General Partnership Requirement to Disclose
Scottish General Partnerships must register their PSC information with Companies House from 24 July 2017 when all partners are corporate bodies.
General Scottish Partnerships must also:
- Advise Companies House of any changes made to the PSC and their particulars within 14 days of the relevant change
- Confirm that the information in the PSC Register is correct by way of filing a confirmation statement every year.
DTR 5 Companies
DTR 5 Companies, i.e., companies subject to the Disclosure Rules and Transparency Rules, are exempt from holding information on their PSC up to 25 June 2017. However, from 26 June 2017, Companies House state that some of the exemptions will change.
For example, if a company trades on an EEA or Schedule 1 specific market then the exemption to file its PSC information remains in place. However, if the DRT5 company does not meet the exemption above, it will need to provide Companies House with its PSC information.
Changes to the Protection Regime
A protection regime exists whereby entities can apply to restrict the disclosure of their PSC information being made public under exceptional circumstance, e.g., if there may be a serious risk of violence or intimidation for the individual if disclosed as a PSC.
At present, only certain public authorities can access the PSC information for those companies under the protection regime. Under the 4th Money Laundering Directive and from June 2017, this will extend to credit and financial institutions.
Scottish Limited Partnerships and Scottish General Partnerships will be able to apply for the restriction in the same manner as UK Companies and Limited Liability Partnerships once they commence filing of their PSC information.
It is essential for UK companies, UK LLPs, Scottish Limited Partnerships and Scottish General Partnerships to ensure they are aware of the above updates and to take appropriate actions as soon as possible in order to meet the upcoming deadlines provided by Companies House.