We have previously blogged about the changes to UK company law following the enactment of the Small Business Enterprise and Employment Act 2015. One of the aims of this piece of legislation was to increase the transparency of ownership of UK based companies and legal entities.
The key requirements contained within the new legislation are:
- Identify those people with significant control over the company (a PSC);
- Where necessary, contact these people in order to confirm their status as PSCs and their personal information;
- Record the details of the PSC on the company’s PSC register;
- Provide this information to Companies House as part of the new annual Confirmation Statement (formerly the Annual Return); and
- Keep the information in the PSC register up to date and update the information at Companies House when the next Confirmation Statement is made.
From 6 April 2016, there will be a requirement for a company to hold a PSC register.
A PSC is an individual who meets one or more of the following conditions in relation to the company:
- directly or indirectly holds more than 25% of the shares;
- directly or indirectly holds more than 25% of the voting rights;
- directly or indirectly holds the right to appoint or remove a majority of directors;
- otherwise has the right to exercise, or actually exercises, significant influence or control; or
- has the right to exercise, or is actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.
Please note that for companies owned by another legal entity, the owning legal entity’s details must be put on the PSC register if it is both ‘relevant’ and ‘registrable’. It is relevant if it is required to keep its own PSC register or is listed, and it is registrable if it is the first Relevant Legal Entity (RLE) in the company’s ownership chain.
If you do not immediately know the identity (or some of the above information) of a PSC or a RLE, you are required to take reasonable steps to identify them for the PSC register.
You must keep your PSC register accessible – whether at your registered office or another location of which you have notified Companies House. Anyone, with a proper purpose, may have access to your register free of charge, or have a copy of it for an optional fee.
This is a brief summary of the new requirements. Please refer to our guide on the subject here.
If you have any further questions or concerns regarding your obligations or requirements under the new regime please contact Russel Shear – Head of Corporate & Commercial and Eoin Broderick – Associate, or a member of Edwin Coe Corporate & Commercial team.
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Please note that this blog is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content of this blog.
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