Significant Companies House Changes

From 30 June 2016, relevant companies will be required to file a Persons of Significant Control (PSC) register to Companies House. The register must have been maintained from 6 April 2016 for pre-existing companies and comes as part of the new Register of People with Significant Control Regulations 2016.

Who does this apply to?

UK Companies (including charitable companies and subsidiaries of DTR5 issuers), Societates Europaeae (SEs) and Limited Liability Partnerships (LLPs).

What are the new regulations?

Companies, SEs and LLPs must now submit a PSC register along with their pre-existing registers (e.g. shareholders and directors) to Companies House. The PSC register will be part of the new Confirmation Statement process, currently being implemented in place of the annual return.  – For more information regarding the Annual Return changes see the following WHA Blog Post: WHA Blog – Lets Provide Some Confirmation

What is a PSC Register?

A list of people with significant control in your company. For a person to qualify as having ‘significant control’ they must meet one or more of the following:

  1. hold more than 25% of the company’s shares;
  2. hold more than 25% of the company’s voting rights;
  3. have the right to appoint or remove the majority of directors

Alternatively, any individual with a right to exercise or actually exercise significant control is deemed a PSC and any individual with significant influence over a trust or firm who meets the three criteria are deemed to be PSCs.

The items listed above may be held directly – by an individual, or indirectly – by a company, however, different rules apply where a company is owned or controlled by another entity.

Please see the full guidance for details of this by following the link:- HMRC – Guidance On PSC

What information needs to be recorded?

Each person must have details of the following on the register:

  • name;
  • date of birth;
  • nationality;
  • country, state or part of the UK where the PSC usually lives;
  • service address;
  • usual residential address (this must not be disclosed when making your register available for
  • inspection or providing copies of the PSC register);
  • the date he or she became a PSC in relation to the company (for existing companies the 6 April 2016 should be used);
  • which conditions for being a PSC are met;
    • for conditions (1) and (2) this must include the level of their shares and voting rights, within the following categories:
    • Over 25% up to (and including) 50%,
    • More than 50% and less than 75%,
    • 75% or more;
  • whether an application has been made for the individual’s information to be protected from public disclosure.

Where the control is held indirectly, slightly different information is needed. Again, please see the full detailed guide for more information.

Why is the Government making this change?

To provide greater transparency for those looking to invest in UK companies. It is also expected to aid in money laundering investigations.

Maintaining the SPC register

The information provided on the SPC register must be kept up-to-date, revisions can be made at any time on Companies House by reviewing the Confirmation Statement. Updates must be provided if you:

  • become aware of a change
  • have the information needed to enter on its own PSC register; and
  • confirmed the information related to an individual who is a PSC and the information has not been provided by the PSC or without their knowledge.

Companies should actively seek out confirmation from individuals whom they believe meet the criteria of an SPC.

The SPC register cannot be left blank when submitting it. Any details outstanding must be stated as such until a revision can be submitted. This must be declared on both the initial submission and the maintained versions until they are finalised.

Failure to provide this information and comply is a criminal offence and may result in a fine or prison sentence of up to two years.

In summary, the majority of details listed are not out of the ordinary to those, for example, provided on a shareholder register, and it comes as no surprise that the Government is encouraging transparency given recent events.

Particular caution should be exercised when providing the register for inspection, ensuring that residential details are removed.

As HMRC moves more and more towards the ‘e-filing era’, this is not the first change we have seen and it certainly will not be the last.

If you or your company require any assistance with this matter, please contact our statutory team.