As from 6th April 2016, companies and LLPs are required to identify and record in a register, the people who have significant control. This new statutory register is in addition to existing statutory registers companies are required to keep at their registered office – namely registers of directors and directors’ interests, members, secretaries (if any) and charges (if any).
The new rules impose the following obligations on officers of a company:
- Identify the people with significant control (PSC) over the company and confirm their information;
- Record the details of the PSC on the company’s register;
- Provide this information to Companies House as part of the Confirmation Statement (formerly the Annual Return); and
- Update the information on the company’s register when it changes, and update the information at Companies House when you make your next Confirmation Statement.
A person has significant control if they:
- hold, directly or indirectly, more than 25% of the nominal value of the shares;
- hold directly or indirectly, more than 25% of the voting rights (again, the joint and indirect interests noted above apply); or
- hold the right, directly or indirectly, to appoint or remove a majority of the board of directors (or equivalent body); or
- have the right to exercise, or actually exercise, significant influence or control over the company.
In practical terms single director/shareholder or husband and wife companies may not maintain a formal set of statutory registers but the new rules will apply to the extent that information that would be recorded in a PSC register must be declared to Companies House via the annual confirmation statement which will replace the annual return with effect from 30th June 2016.
If you require any further information regarding the new PSC register and arising obligations please contact our in house solicitor Liz Hooley or your account manager.