Friday, 3 June 2016

Changes to the Companies Act 2006 - The PSC or 'persons with significant control' register and "confirmation statements"


The PSC Register

As from 6 April 2016 most UK companies and LLPs are required to keep a new statutory register called the PSC register in order to ensure that their ultimate beneficial owners and controllers are identified and that details of their holdings are made public. It is one of a number of recent amendments to the Companies Act 2006 and is designed to combat tax evasion and money laundering. 
 
PSCs are individuals who meet one or more of the following conditions:

- they hold more than 25% of shares in the company;
- they hold more than 25% of voting rights in the company;
- they hold the right to appoint or remove the majority of the board of directors of the company;
- they do not fall under the conditions above, yet have the right to exercise, or actually exercise, significant influence or control over the company; and/or
- they hold the right to exercise, or actually exercise, significant influence or control over the activities of a trust or firm that would, if they were an individual, satisfy one of the first four conditions.
 
Confirmation Statements

As from 30 June 2016 the information held on the PSC register will be required to be filed at Companies House as part of the company’s “confirmation statement”.

The confirmation statement will replace the existing annual return and will broadly cover the same areas but with some amendments to reflect the other changes to the filing regime also being introduced (including the information held on the PSC register). It should ease the administrative burden on companies as it will not require information previously filed at Companies House to be repeated.  Instead a confirmation will be given by the company that all specified information has either already been filed as required, or is being delivered with the confirmation statement.

Unlike the annual return, there will be no set date each year on which the confirmation statement needs to be made.  It can be made at any time, although no more than 12 months must elapse between confirmation statements. Once a confirmation statement has been made a new 12 month period starts to run.

 

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