Legal Update – Register of persons having significant control (PSC)

As reported in our previous update, since 6 April 2016 companies and LLPs have been required to keep and maintain a register of ‘persons with significant control’ (PSC) under the Small Business, Enterprise and Employment Act 2015 (Act).

From 30 June 2016, the Act brought in the following further changes for PSC registers and Companies House filings:

  • PSC information to be provided on incorporation: New companies and LLPs must file information about any PSCs (or ‘registrable legal entities’ (RLEs)) or state that they do not have any, when applying to register with Companies House.  Such information, except for details of any PSCs’ usual residential addresses and day of birth, will be publicly available.
  • Annual Return replaced with a simplified ‘Confirmation Statement’: the Confirmation Statement requires companies and LLPs either to confirm that the details held at Companies House are accurate and that there have been no changes to them during the period covered by the statement, or alternatively, that details of any changes have been delivered to Companies House or are being delivered with the Confirmation Statement. Companies and LLPs only have 14 days from the end of the relevant review period to file their Confirmation Statement, rather than 28 day filing period which applied for Annual Returns.  However, companies with a return date of earlier than 30 June 2016 must still submit an Annual Return.
  • PSC register to be provided with first Confirmation Statement: Companies and LLPs filing their first confirmation statements at Companies House from 30 June 2016 must also file details of any PSCs (or RLEs) or alternatively state that they are exempt from providing shareholder information or from keeping a PSC register.
  • Statutory registers may be kept at Companies House: Private companies can elect to keep their registers of members, directors, secretaries and PSCs at Companies House, instead of the current requirement to keep them at their registered office (or at a single alternative inspection location).  Such registers will therefore be publicly available.
  • Statements of capital simplified: When completing a statement of capital, companies are no longer required to state the amount paid up and unpaid on each share. Instead, companies must specify the aggregate amount unpaid on the total number of shares.

It is important that companies and LLPs are prepared for these changes, particularly the changes to the Annual Return in advance of their filing date as there are penalties for failing to file on time.

We can assist you with advice and guidance on these legal requirements, your PSC Register and Confirmation Statement.  Please contact any member of the team for further help.

Cannings ConnollyCannings Connolly
12 July 2016

Disclaimer:
This Legal Update is published as a general guide only and it is not intended to contain definitive legal or professional advice, which should be obtained as appropriate in relation to any particular matter. This publication relates to matters prevailing at the date of its original publication and may not have been updated to reflect subsequent developments.

For further information or advice on PSC Registers and related matters please contact:

Matthew Sillett on 020 7003 8116 or email msillett@cclaw.co.uk 

Claire Walsh on 020 7003 8119 or email cwalsh@cclaw.co.uk

Mili Khoda on 020 7003 8128 or email mkhoda@cclaw.co.uk