Important company secretarial changes: PSC Register

As part of the government’s Trust and Transparency initiative, the PSC (Persons of Significant Control) Register is being introduced in the UK with effect from 1 July 2016, and is to be rolled out across the EU thereafter. The register is required to be kept by all limited companies and LLPs and will include amongst other things, details of all controlling persons or entities. This blog answers common questions and explains what you should know. It might not be one of our most entertaining reads, but contains a lot of important factual information for those affected.

What is the PSC Register?

It is a register of persons and legal entities that have ultimate beneficial ownership of over 25% of a UK company or LLP. Each company or LLP has a legal requirement to obtain full information about their persons of significant control (PSCs) and to maintain a publicly available register of them. This takes the form of a new statutory register which must be held by all non-listed UK companies and LLPs at the registered office address, and which is reportable to Companies House on incorporation or on the company’s ‘confirmation statement’ date.

It is possible for companies to elect to keep information about their PSCs at Companies House rather than maintain the separate PSC register themselves. In either case, the PSC information must be publicly available and must be submitted and updated as part of the company’s annual filing at Companies House.

What effect does this have on annual company and LLP filing?

To date, it has been necessary for companies and LLPs to file a 10-page annual return at Companies House (although it has not been necessary to publicly disclose private information about the shareholders or members) and to hold a register of members, including shareholder addresses (not necessarily residential addresses).

The new rules require companies and LLPs to file full PSC information at Companies House on a new 64-page confirmation statement, which replaces the annual return. The statement requires personal information of PSCs to be included, and criminal sanctions may apply to companies that fail to take reasonable steps to identify PSCs.

What information must be disclosed for a PSC?

• Full name;
• Residential address;
• Service address (not disclosed at Companies House);
• Country of residence;
• Nationality;
• Date of birth (day of birth not disclosed at Companies House);
• Date became registrable (earliest date is 6 April 2016);
• Nature of the PSC’s ownership (control).

For all companies and LLPs for whom RJP provides annual company secretarial services, we will of course deal with all the additional filing requirements together with the maintenance of the PSC register at our address where we provide registered office address services.

If you have any questions, or for additional information please contact John Davis, Company Secretarial Manager at RJP by emailing jd@rjp.co.uk.