More changes to the PSC regime - take note!
Author: Sian Sadler
Applies to: England, Wales and Scotland
In line with the European 4th Money Laundering Directive, the UK will be making changes to the PSC regime. The changes are expected to come into force in June and July 2017.
The PSC regime, in place since April 2016, requires companies and LLPs to keep registers of 'people with significant control'. PSC register information has, from 30 June 2016, also been part of the confirmation statement and most UK companies and LLPs will, by now, have submitted PSC information to Companies House as part of the confirmation statement requirements.
The 4th Money Laundering Directive (4MLD) requires member states to put in place central registers of beneficial ownership. As part of the drive for transparency and with the aim of making the UK an attractive place for investment, the UK adopted the PSC regime ahead of the required implementation date imposed by 4MLD. The current regime largely meets those requirements, but changes will be necessary to bring it fully in line.
It is expected that, from 26 June:
- PSC information will not be updated using the confirmation statement (the CS01). Instead, separate forms (PSC01 to PSC09) must be used to notify Companies House when PSC register information changes. This requirement will further highlight the need for companies and LLPs to be aware of what is happening in their ownership structures and to act rapidly on changes.
- In order to ensure that PSC registers provide current information, they must be updated within 14 days of a change occurring, and notified to Companies House within a further 14 days.
- The exemptions from the requirement to keep PSC registers will change. Currently, UK listed companies are not required to keep PSC registers if they are subject to the UK's Disclosure and Transparency Rules. However, under the changes, it is expected that this exemption will be limited to companies traded on an EEA market and certain other specified markets. During consultation, the government indicated that companies listed on prescribed markets, such as AIM, may have to start keeping PSC registers. We await final confirmation on this but it could mean another administrative task for AIM companies.
From 24 July:
- Scottish general partnerships (SPs) (if all the partners are corporate bodies) and Scottish limited partnerships (SLPs) will be required to keep PSC registers and file PSC information at Companies House. PSC information will be required in order to register a new SLP.
There will also be changes to the protection regime afforded to PSCs who are at risk of harm from public disclosure of their information.
Whilst the UK is required to implement 4MLD by 26 June, draft legislation to effect the changes to the PSC regime has not yet been published. Full details of the limit on exemptions, timing for updating the register and the mechanics for new and existing SPs and SLPs to comply are currently unknown. We are not aware that there will be a delay to the new law, but, when Parliament re-opens after the general election, there is only a short period before the implementation deadline.
Those companies and LLPs whose confirmation statements would have been due during the period between 26 June and 29 June (the end of the first year of the requirement to file PSC register information in confirmation statements) will straddle the old and revised regimes. We expect that Companies House will contact those affected to advise how to comply.
We will publish another update when we have more information.
This document is for informational purposes only and does not constitute legal advice. It is recommended that specific professional advice is sought before acting on any of the information given.