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Companies/LLPs will need to create, maintain and file with Companies House a register of People with Significant Control
A company will be required to hold and keep available for inspection a new register of People with Significant Control (‘PSC’ register) unless exempted (exemption applies to UK listed companies and any other entities which are already required to disclose such information). Similar measures also apply to Limited Liability Partnerships (adjusted for LLP structure).
The PSC register must include information of persons with:
- direct or indirect ownership of more than 25% of the shares in the company; or
- direct or indirect control of more than 25% of the voting rights in the company; or
- direct or indirect right to appoint or remove or appoint a majority of the directors of the company; or
- the exercise or right exercise significant influence over the company, or
- the exercise or right to exercise significant influence or control over the activities of a trust or firm which itself meets one of or more of the first four conditions.
Companies Act 2006, as amended, requires companies to take reasonable steps to identify persons they know or suspect to have significant control by giving notice to the suspected PSCs or others to obtain information and also imposes criminal sanctions to anyone failing to comply.
The information on the PSC register must be filed at Companies House upon incorporation and at least once every twelve months (on the new confirmation statement, which will replace the annual return).
The requirement for companies to keep a PSC Register is to commence from 6 April 2016 and to file the PSC Register with the Companies House from 30 June 2016.
Option to keep PSC information on central register
From June 2016, private companies will have the option of keeping the information currently kept on the following registers on the public register held at Companies House only, rather than having to keep their own registers:
- the register of members
- the register of overseas branches
- the register of directors, and
- the register of directors’ residential addresses
Private companies will also have the option of keeping PSC information on the central register rather than keeping their own PSC register. If the information is kept centrally only, the public register will reveal the date of the day of birth of the PSCs (which will be omitted if the company maintains its own PSC register), although individuals may apply to have information suppressed from disclosure in exceptional circumstances.
If you need more information or advice on how to comply with the above, please contact any member of our Corporate & Commercial Team on 01522 512123