New legislation
Although it was touch and go at times, the Small Business, Enterprise and Employment Act 2015 became law on 26 March 2015 . The Act makes a number of fundamental changes to company law, one being that the majority of UK companies will be legally required to: (1) identify those “persons with significant control” (PSC) over the company; and (2) maintain a written register of those persons. In due course this information will also be added to a central publicly available beneficial ownershipregister (the PSC register). It will be freely available online and fully searchable by individual and company name.
Who is a PSC?
The Act defines a PSC as an individual who ultimately owns or controls more than 25% of a company’s shares or voting rights or who otherwise“exercises significant influence or control” over the company or its management. So a PSC could be a director, shadow director, non-executive director, shareholder or manager. Full guidance, including what exactly is meant by “significant influence or control” will be made available in autumn 2015.
Date in force?
It has been confirmed that companies will be required to maintain their own PSC registers from January 2016 (the exact date is yet to be confirmed but we suggest that you work to the first of the month) and then provide the information to Companies House for inclusion on the free public register from April 2016 onwards.
Tip
Whilst LLPs won’t have to do this, there’s no exemption for micro or small companies – even if they have a simple shareholding structure. Both the company and a PSC will commit a criminal offence if the relevant information is not provided and there’s no defence available for an inadvertent or minor breach of the provisions. Naturally, we’ll keep you fully updated on how to comply with this new obligation.
Reproduced with the permission of Indicator – FL Memo Limited. For subscription information call 01233 653500