TT259: Changes to the Companies House PSC regime from 26 June 2017
The person of significant control (PSC) regime introduced from April 2016 will see significant changes come into effect from 26th June 2017. Any changes to a Company or LLP’s PSC information will now require notification to Companies House on an event basis as opposed to annual reporting via the Confirmation Statement (formally the annual return).
The changes are necessary in order for the UK to comply with the EU Fourth Money Laundering Directive (4MLD) which takes effect from 26th June 2017 and includes measures to prevent money laundering and terrorist financing. The changes to the PSC regime are needed to ensure that “adequate, accurate and current” information in respect of who has ultimate control and influence of UK entities is available on Companies House.
At present companies are required to report PSC information on an annual basis within their Confirmation Statement submission. Any changes required to the PSC register are made within this submission alongside updates to changes to shareholders, share capital, SIC codes and other company matters.
The new procedures require PSC information to be updated as and when changes occur. New PSCs, ceasing to be a PSC, changes to existing PSC details (statements, residence, residence address etc.) and PSC company statements must now be updated on the company’s PSC register within 14 days and then the company has 14 days to report the changes to Companies House. In essence, any changes must be reported to Companies House within 28 days of them occurring. The relevant changes should be reported to Companies House via the new PSC01 to PSC09 forms and equivalent LLPSC01 to LLPSC09 forms for LLP’s, or through Companies House Webfiling.
The Confirmation Statement will still include details of PSC information but will be used to confirm that the current information held at Companies House is correct. This aligns PSC reporting with the existing rules for updating administrative information such as company director addresses. With these new changes in mind, it is now imperative that when changes take place to share capital, shareholdings, appointments and terminations of directors, that the PSC register is reviewed at the event date so any changes to the PSC records can be notified to Companies House within the time frames to avoid penalties.
There are also changes to the protection regime. Currently only specified public authorities can access the PSC information protected and not displayed on the public register such as date of births and residential addresses. The new anti-money laundering legislation will extend the protected access to credit and financial institutions in line with institutions due diligence requirements.
The new changes mean that companies have a responsibility to ultimately maintain a live PSC register with Companies House. Since the introduction of the regime penalties for late filing appear to be relaxed, although as the PSC regime moves into its second year the threat of Companies House imposing penalties for noncompliance and late filings will take greater effect.
It is therefore essential that all companies/LLP’s check for any changes to their PSC registers between the date of the last confirmation statement and 27th June 2017 and that any changes are filed on the relevant form as soon as possible after 27th June 2017.
If you would like a review of your PSC register or have any queries regarding the above please do not hesitate to contact Barnes Roffe LLP.Talk to Barnes Roffe today