From April 2016, all UK private companies and LLPs will have to disclose their beneficial owners under the new Persons of Significant Control (PSC) register.
The register, introduced under The Small Business, Enterprise & Employment Act 2015, brings new rules on identifying and recording who owns and controls these type of firms.
The firms in question will be required to collect and keep information about people with significant control over their operations.
For companies, a ‘person with significant control’ (PSC) is a person that meets one or more of the following conditions for a single company:
- Directly or indirectly owns more than 25% of the shares in the company;
- Directly or indirectly holds more than 25% of the voting rights in the company;
- Directly or indirectly has the power to appoint or remove the majority of the board of directors of the company;
- Otherwise has the right to exercise or actually exercises significant influence or control over the company. The definition of this will be set out in statutory guidance.
- Has the right to exercise or actually exercises significant influence or control over a trust or firm that is not a legal entity, which in turn satisfies any of the first four conditions over the company.
For LLPs, a ‘person with significant control’ (PSC) is a person that has:
- Rights over surplus assets on winding up;
- Voting rights, in terms of rights conferred on members in relation to matters to be decided by a vote of the members;
- Rights to appoint or remove the majority of those involved in management of the LLP;
- Other significant influence or control (to be explained in statutory guidance).
The new rules require businesses to:
- Keep a PSC register
- Take reasonable steps to identify those who should be registered on the PSC register
- Record the PSC’s details and keep the register up to date
- Make the register available for public inspection
- Provide all this information to Companies House (From 30 June 2016)
If a company considers itself dormant, or has no interests to be registered, they must still keep a register, as non-compliance could lead to criminal sanctions.
The Government has issued guidance which can be found at https://www.gov.uk/government/publications/guidance-to-the-people-with-significant-control-requirements-for-companies-and-limited-liability-partnerships