Changes to the Register of Persons of Significant Control
From April 2016, the vast majority of UK Limited Companies have been required to create and maintain a register of Persons of Significant Control. Commonly known as the PSC register, this includes details of who ultimately controls or exercises significant influence upon the company. The Fourth Money Laundering Directive (MLD4) was implemented on 26th June 2017 and this affects the filing requirements for registered companies.
What is a person of Significant Control?
A PSC can be an individual or company and will meet one (not all) of the following five conditions:
- Directly or indirectly hold more than 25% of the nominal share capital
- Directly or indirectly control more than 25% of the company’s voting rights
- Directly or indirectly hold the right to appoint or remove a majority of the board of directors
- Actually exercise or have the right to exercise significant influence or control over the company; and/or
- Actually exercise or have the right to exercise significant influence or control over a trust or firm which itself meets one or more of the above four conditions.
The test for LLPs is very similar to the above conditions but is amended to reflect their different ownership structure.
So what is new?
Companies House have now introduced new Persons of Significant Control forms. Previously any changes to PSCs would be notified to Companies House via the Confirmation Statement. From 26th June 2017 it is now a requirement to notify Companies House via an appropriate PSC form; the Confirmation Statement will no longer be used for this purpose and should now only be used to confirm that all information on public record is up to date.
What do I have to tell Companies House and when?
Any changes to the PSC’s details must be recorded on the Company’s internal PSC register within 14 days of the change. Thereafter, Companies House must be notified within a further 14 days (maximum) of the date of the change to the internal register, i.e. this latter change triggers the 14 day countdown to notify Companies House. See examples:
Companies should not believe that they have a maximum of 28 days from the date of the change of circumstances of the Person of Significant Control as a matter of course. It is a criminal offence not to provide accurate and timely information to Companies House and financial penalties may or even a prison sentence be levied for any breach of this requirement.
How do I go about notifying Companies House?
If Mitchell Charlesworth carry out your company secretarial work, then you should let us know the details of the change as soon as possible. If you conduct your own company secretarial activities, then PSC forms can be filed using web filing, but if you require assistance with this please let us know.
To summarise, these changes have resulted in a requirement for company secretaries to consider what has changed in a company and how this impacts the filing requirements in relation to PSCs.
If you would like to discuss the new PSC register and any aspect of the above or would like any support in completing your own register, please do not hesitate to contact the below or send us an enquiry.