Partner Article

Don't get caught out - updates to the PSC regime

With almost three months having passed since changes to the Persons with Significant Control (PSC) filing requirements came into force, a West Midlands expert offers a timely reminder of the new regime.

Jody Webb, a Corporate lawyer at Higgs & Sons, suggests that now is a good time for companies to refresh their understanding of the changes, as well as review their own requirements under the regime.

With the aim of creating transparency, the PSC conditions introduced on 6 April 2016 required virtually all companies to keep a register of Persons with Significant Control (PSC).

A PSC is an individual, or relevant legal entity (RLE) who would meet one or more of the conditions if they were an individual, who:

• holds directly or indirectly more than 25% of the shares or voting rights of a company;
• can appoint or remove directors holding a majority of board voting rights; or
• otherwise exercises significant influence or control over a company.

Jody says: “Prior to 26 June 2017, companies were only required to notify Companies House of changes to its PSC register within the annual confirmation statement (which replaced the old annual return). However, since that date, companies have been required to notify Companies House each time a new entry or update is made on in its PSC register.”

There are nine forms that must be filed to cover any changes to the companies PSC register, including new PSCs, RLEs, changes of details or changes in the percentage of shares or voting rights held. For example, on a share acquisition, the target company would be required to file forms in relation to the nature of the buyer and to reflect that the exiting shareholder has ceased to be a PSC. The requirement to file forms at Companies House is in addition to the required notification letters and updates made to the actual PSC register.

The forms can be filed electronically and must be filed at Companies House within 14 days of the change to the company’s PSC register. A failure to file the relevant form is an offence by the company and each office can result in a fine of up to £1,000 plus a daily default fine. However, breach of the PSC requirements generally may result in criminal liability, including imprisonments and/or fines, therefore it is vital that companies and directors understand the importance of compliance with the PSC regime.

Jody added: “The Department for Business, Innovation and Skills has issued statutory and non-statutory guidance in respect of PSC registers.

“As part of Higgs & Sons’ commitment of adding value to your business, our experts can help you in terms of compliance with these new requirements by:

• providing detailed guidance on the company’s obligations and identification of PSCs;
• advising on updates to your company’s PSC register and relevant notification letters;
• preparing and filing the relevant Companies House forms.“

For further information, guidance or advice on preparing or updating your company’s PSC register please contact Jody Webb (01384) 327348 or a member of Higgs & Sons’ Corporate team on 0345 111 5050.

This was posted in Bdaily's Members' News section by Sam Taylor .