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PSC regime - changes expected June and July 2017

The people with significant control (PSC) regime is due to change on 26 June 2017.

The PSC regime

Since the PSC regime was introduced in April 2016 most UK companies have been required to maintain a register of the people with significant control over them (their PSCs).  The regime seeks to capture information about who ultimately controls those companies or who exercises significant influence or control over them.  Information in a PSC register must also be made publicly available at Companies House.  The PSC regime also applies to LLPs.

Changes to filing deadlines

Currently, PSC information is only required to be provided to Companies House once a year when a company files its confirmation statement (which replaced the annual return last year).   From 26 June 2017, PSC registers must be updated by the company within 14 days of any change occurring and the company must notify Companies House within 28 days of the change.  The change will be notified using Forms PSC01 to PSC09 (which are being amended by Companies House for these purposes).

Changes to the entities caught by the PSC regime

From 24 July 2017, the PSC regime will be extended to other entities, such as active Scottish limited partnerships and general Scottish partnerships where all partners are corporate bodies. 

It is also possible that the PSC regime will be extended to other entities - when the Government consulted on the changes last year, it looked at extending it to include open-ended investment companies and certain unregistered companies.  However, the Government has not yet clarified the position relating to these entities.

Companies with shares admitted to trading on prescribed markets, such as AIM and NEX Exchange (formerly ISDX) are currently exempt from the PSC regime.   However, it is unclear whether this exemption will be removed, meaning that those companies will be subject to the PSC regime.  Clarification is awaited from the Government on this.

Why are these changes being made?

These changes are required in order to comply with the beneficial ownership requirements of the EU’s Fourth Money Laundering Directive, which must be implemented into UK law by 26 June 2017.    The current PSC regime is already consistent with most of these requirements, however, a number of changes (including those mentioned above) are required to be made to the PSC regime to ensure full consistency with the requirements.

Possible delays?

The Government has not yet actually issued any regulations dealing with these changes.  We understand that it is the intention of BEIS to fast-track the regulations through Parliament as soon as the new Government is formed following the general election, so that the relevant changes can be implemented by 26 June.

If you have any queries about the changes or the PSC regime generally, please contact Alice Gardner.

This publication is intended for general guidance and represents our understanding of the relevant law and practice as at 19 June 2017. Specific advice should be sought for specific cases. For more information see our terms & conditions.

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