Last week I mentioned that the UK now has a new Small Business, Enterprise and Employment Act 2015, which is coming into force in stages. It’s a little way off yet, but with all eyes firmly on the inevitable approach of a central register of beneficial ownership in the UK (and indeed all EU Member States), from January 2016 UK companies will need to keep a register of people with significant control (to be known as the “PSC register”), in readiness to file this information at Companies House from April 2016. There is a lot of detail in the Act about who has “significant control” and what details must be put into the register and who must update it and how often and whether certain details can be excluded, but in short (and please remember that I am not a lawyer – I am reading the legislation as a layperson, so don’t rely on this as legal advice):
- You have “significant control” if you hold more than 25% of the shares or voting rights in the company, or if you can appoint or remove a majority of its board of directors, or if you otherwise exercise significant influence or control over the company [bit of a catch-all, that last one, but apparently the Secretary of State is going to issue guidance]
- There are “registrable” and “non-registrable” people, and for this I turn to the legislation itself: “they are ‘non-registrable’ if they do not hold any interest in the company except through one or more other legal entities over each of which they have significant control and each of which is a ‘relevant legal entity’ in relation to the company; otherwise, they are ‘registrable’”
- The company itself has to prepare and maintain the register – it must find all registrable persons associated with it and ask them for their information to add to the register
- That information must include: name; a service address; country of residence; nationality; date of birth; residential address; the date on which they became a registrable person in relation to the company in question; the nature of their control over that company; and any restrictions on disclosing their information
- The company must keep its PSC register available for inspection at a specified location.
Those are simply the highlights; if you’re a UK company, you’ll need to go through the legislation very carefully. And the accountancy body the ICAEW at least is of the view that LLPs will soon be affected too.