28 Jun 2017

PSC register: What's changing?

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New regulations have been passed implementing immediate changes to the UK's People with Significant Control (PSC) regime to ensure compliance with the EU Fourth Money Laundering Directive (4MLD). Effective from Monday 26 June, the PSC regime has been amended to require more frequent updating of PSC information and to bring more entities into the scope of the regime.

Below we summarise the key changes to the PSC regime being implemented by The Information about People with Significant Control (Amendment) Regulations 2017 (SI 2017/693) (the new Regulations). Further information on the PSC regime can be found in our updated briefing: What is this PSC register everyone's talking about?

Events driven notification

  • What's changing?: Entities subject to the PSC regime must now:
    • update their PSC registers within 14 days of receiving confirmation of any change in their PSC information (for individuals this must be after all required particulars are confirmed); and
    • notify that information to Companies House within the following 14 days (beginning with the day after it makes the change to its PSC register).

    Previously there was an obligation on entities to send PSC information to Companies House with their annual confirmation statement or on incorporation, unless they had elected to hold and maintain their register at Companies House which was unusual.

  • Action: Entities subject to the PSC register obligations must update their PSC register processes to comply with the new events driven requirement for notification. Notifications must be made on Companies House Forms PSC01 to PSC09 and equivalent forms LLPSC01 - LLPSC09 for LLPs. Transitional provisions state that entities have 14 days from 26 June 2017 to comply with any outstanding obligation under the (previous) regime to take action to keep their PSC information up-to-date or to keep a register, or for entities who have made any changes to their PSC register since filing PSC information with their last confirmation statement, to file those changes at Companies House.

  • Effective date: From 26 June 2017 (immediate effect).

UK incorporated AIM companies and other prescribed markets 

  • What's changing?: The UK PSC regime's exemption for DTR5 issuers has been removed and now only companies with voting shares admitted to trading on a regulated market in the EEA (e.g. the London Stock Exchange's Main Market) are exempt. This leaves UK incorporated companies on prescribed markets (e.g. AIM and the NEX Exchange Growth Market) subject to the PSC regime, putting a greater obligation of disclosure on them than those on the Main Market.

    The ability of the Secretary of State to exempt other companies having regard to the extent they are bound by disclosure and transparency rules remains. Rules contained in international standards equivalent to those applicable to companies with voting shares admitted to trading on a regulated market in the EEA, replaces the need for rules "broadly similar" to those applicable to DTR5 issuers.

  • Action: UK incorporated companies traded on AIM or other prescribed markets (e.g. the NEX Exchange Growth Market) must now comply with the PSC regime and keep and maintain a PSC register. They will need to ensure someone is tasked to review their shareholding and control structures to identify potential PSCs, consider what further action needs to be taken to identify PSCs (including confirming information and sending any notices requesting information), create and update a PSC register and file the information at Companies House. Anyone who would appear as a PSC on their register but is eligible to benefit from the protection of information regime, where such information is not publicly available, must apply for their information to be protected before the end of the transitional period.

  • Effective date: From 24 July 2017, providing a 4 week transitional period from 26 June.

Unregistered companies, Scottish limited partnerships and certain Scottish general partnerships

  • What's changing?: The PSC regime has been extended in scope to apply to UK unregistered companies, Scottish limited partnerships and certain Scottish general partnerships (together referred to as eligible Scottish partnerships). The regime continues not to apply to limited or general partnerships registered or formed under the laws of other parts of the UK, as only eligible Scottish partnerships have a distinct legal status separate from their members. Eligible Scottish partnerships are not required to keep their own register but must file their PSC information with the central public register at Companies House within 14 days of obtaining it. 

  • Action: These entities are now within the PSC regime and will need to put relevant processes in place to comply with their obligations, taking the same actions as stated in the section on AIM and other prescribed market companies above (as modified for eligible Scottish partnerships who are not required to keep their own register).

  • Effective date: From 24 July 2017, providing a 4 week transitional period from 26 June.

The non-statutory "Guidance for companies, limited liability partnerships (LLPs) and eligible Scottish partnerships on the register of people with significant control (PSC) requirements" has been updated to reflect the new requirements. You should access the Guidance through the Gov.uk website as it links to the most update-to-date version of the guidance documents.

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KEY CONTACT

Joanne Wallace

Joanne Wallace
Knowledge development lawyer

T:  +44 20 7809 2129 M:  Email Joanne | Vcard Office:  London

Ioana Platts-Mills

Ioana Platts-Mills
Knowledge development lawyer

T:  +44 20 7809 2335 M:  Email Ioana | Vcard Office:  London

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