Changes to the People with Significant Control (PSC) Regime

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The PSC regime is coming up to being a year old but from 26^th June 2017 there are significant changes to the way in which it will operate.

The EU 4^th Money Laundering Directive is scheduled to take effect on 26^th June 2017 and it imposes a requirement for the register to be adequate, accurate and current.  To comply with the requirement companies will need to report changes to Companies House as they happen.  Companies will still have to maintain their Register of People with Significant Control.

Common changes that companies will now need to report directly to Companies House as well as updating their registers include:

• The emergence of a new PSC, Relevant Legal Entity(RLE) or other registrable person. For example if someone buys shares in the company and their ownership exceeds 25% of the company’s share capital for the first time
• Changes in the specified details of a PSC, RLE or other registrable person.  For example where a PSC changes their residential address or a RLE changes its name
• The nature of an existing PSC’s control over the company changes. For example they move between different shareholding tiers by buying or selling shares
• Someone ceases to be a PSC or RLE because they sell shares so that they now hold 25% or less of the company’s shares or voting rights
• Reporting changes to Companies House brings the requirements for PSC’s more into line with existing rules for reporting changes to the company’s officers
• Changes must be reported to Companies House using forms PSC01 to PSC09 for Companies and forms LLPSC01 to LLPSC09 for LLP’s

The timescales are as follows:

After a relevant change occurs companies and LLP’s have 14 days to update their PSC register and then a further 14 days to submit the change to Companies House. Therefore there is a maximum of 28 days following the event in which to file the changes, after which penalties may occur.

Companies will still have to file a confirmation statement each year but from 26 June 2017 they cannot be used to update PSC details.

From 24 July the scope of the PSC regime is being extended to all active Scottish Legal Partnerships (SLP’s) and also to Scottish General Partnerships (SP’s) where all the partners are corporate bodies.  These entities will need to maintain up to date PSC registers and register changes with Companies House within 14 days. They will also need to submit a confirmation statement each year to confirm that the information held is correct.