From 6th April 2016, most UK companies and LLPs are required to identify and record the people with significant control (directly or indirectly) over them (PSCs).
Even if a company has no interests to be registered (or is dormant), it must still keep a register and the register cannot be blank. Criminal sanctions apply for non-compliance.
An individual meeting one or more of these conditions is a PSC:
- Ownership of more than 25% of shares
- Ownership or control of more than 25% voting rights
- Ownership or control of right to appoint or remove a majority of the board of directors
- Right to exercise significant influence or control
- Right to exercise significant influence or control over a trust or firm
- Keep a PSC register;
- Take reasonable steps to identify those who should be registered on the PSC register;
- Record the PSC’s details and keep the register up to date;
- Make the register available for public inspection; and
- Provide all this information to Companies House.
The main dates when the new requirements come into force are:
6 April 2016 – Companies must have their own PSC register
30 June 2016 – Companies must submit their PSC register to Companies House on their next Confirmation Statement (the successor to the annual return)
30 June 2016 – PSC information will be required before a company can be incorporated.
For many companies the PSC process will be simple; for others it can be quite complex. But, every company must have a PSC register (even if it has no PSCs).
Perhaps the simplest link for guidance to all of this is at: https://www.gov.uk/government/publications/guidance-to-the-people-with-significant-control-requirements-for-companies-and-limited-liability-partnerships