Beneficial Ownership: New rules affecting almost every UK company!
April 5, 2016
By Nick Gould
Overview and summary:
From 6 April 2016 all non-listed UK companies must comply with new rules to create a register (the PSC Register) of individuals (PSCs) and legal entities (RLEs) having significant influence or control over those companies. Each PSC Register will be open to public inspection. The requirements are part of the Government’s plan to achieve transparency in beneficial ownership of UK companies and are backed- up with criminal sanctions for non-compliance.
Broadly, a PSC or RLE is a person who:
Holds – directly (registerable) or indirectly (non-registerable) – more than 25% of the shares, or voting rights, of the company;
Can appoint or remove directors holding a majority of board voting rights;
Or who can otherwise exercise significant influence or control over the company
The obligation is to keep a register from 6 April 2016, and from 30 June 2016 to publish that information at Companies House. The register must record each PSC’s personal details (e.g. name, date of birth, nationality, address; the record must also state when they became a PSC and which of the five ‘significant control’ conditions they meet — see below).
Who is affected?:
Nearly all UK companies will have to set up a new statutory register of people with significant influence or control (similar to the existing registers of members or directors) from 6 April 2016. Only companies with shares traded on the London Stock Exchange, AIM or ISDX (and certain overseas markets) are exempt, as they are subject to other regulatory ownership disclosure rules. This means that wholly-owned subsidiaries, dormant companies, charities, other companies limited by guarantee, unlimited companies, and limited liability partnerships, will all need to comply with this new initiative.
What is involved?
After creating its register, a company must take reasonable steps to investigate whether it has any PSCs or RLEs. This will involve sending out information-seeking notices to relevant individuals or legal entities that might be PSCs or RLEs, or to other people that might know the identity of the company’s PSCs or RLEs. A company must keep its PSC Register up-to-date. That means a company will have to send out more notices if it thinks that certain changes have occurred.
If the company itself doesn’t comply with the relevant disclosure obligations, those who are (might be) PSCs or RLEs, also have a duty to provide this information to the company.