2016 - Do you know your obligations in relation to the People with Significant Control Register?

Rhian Lloyd, Employment Tax and HR Manager, at Aspire Business Partnership LLP explains what must be done in relation to people with significant control (‘PSC’) registers, which must be kept by most UK companies and partnerships from April 2016. Beginning on the 30^th June 2016, and on an annual basis, the PSC information must be sent to Companies House via its Confirmation Statement (formerly its Annual Return).

A company must have their own PSC register on the company’s premises as well as filing it to Companies House, through the company’s annual Confirmation Statement, where it will be entered on the central public register. Alternatively, the company can choose to keep the information on the company’s own PSC register at Companies House.

New companies incorporated after 30^th June 2016 will need to complete a statement of initial control, containing a company’s PSC information as part of the incorporation process.

Companies incorporated before 30^th June 2016 will need to complete a Confirmation Statement with Companies House and enter a company’s PSC information. This statement replaces the need for an Annual Return and the confirmation statement would need to be filed by the anniversary date of the company incorporation.

Aspire Business Partnership LLP have been in touch with Companies House to request when will the documents/templates be available for companies to be able to submit the Confirmation Statement to allow PSC register information to be viewed on Companies House . We were told that there is no template available yet, however it is expected to be available in the next couple of weeks. We hold our breath in anticipation as the first deadline, to submit Confirmation Statement, approaches (30^th June 2016). 

What is the process?

The requirements of the PSC register include; 

1. Taking reasonable steps to find out if there are people who have significant control over the company. A PSC meets one or more of the following conditions;

i. Directly or indirectly holds more than 25% of the shares

ii. Directly or indirectly holds more than 25% of the voting rights

iii. Directly or indirectly holds the right to appoint or remove a majority of directors

iv. Have the right to exercise, or actually exercising, significant influence or control

v. Have the right to exercise, or actually exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity itself but would satisfy any of the first 4 conditions if it were an individual 

2. Contact these people to get the relevant information to go on the company’s PSC register. The information to include is;

i. Name

ii. DOB

iii. Nationality 

iv. Country, state or part of the UK where the PSC usually lives

v. Service address

vi. Usual residential address (if different from service address)

vii. The date when the individual became a PSC 

viii. Which of the 5 conditions the individual meets, with quantification of the interest where relevant, using official wording (found in Annex 2 of Government guidance). If a person meets one or more of conditions 1, 2 or 3 the company is not required to identify whether they also meet condition 4

ix. Any restrictions on disclosing the person’s information that are in place

This information needs to be confirmed before it is put on the register. Information is treated as confirmed if;

i. The PSC supplied your company with the information

ii.The information was provided to the company with the knowledge of the PSC

iii.The PSC was asked to confirm the information was correct and they replied that it was so

iv.You hold previously confirmed information and have no reason to believe it has changed

3. Put the information on the company’s PSC register

4. File the information at Companies House – almost all of the information about the PSC will be held on the central public register at Companies House, other than the PSC’s usual residential address (unless a residential address has been provided as a service address) and the day of the PSC’s date of birth

5. The company has an ongoing obligation to maintain the register and update it when it believes there may have been a change in the PSCs. At least annually, a company will need to check the PSC information held on the public register at Companies House and, if any changes have occurred, the PSC register will need to be updated.

Updating the register

No matter when it was incorporated a company must check its information registered with Companies House at least once a year and complete a Confirmation Statement. There will be a fee to pay with the Confirmation Statement. The record can be updated as many times as needed with one charge per year.

Access to the register

A company must keep its own PSC register accessible. It can be kept at the company’s registered office, or at another location provided Companies House has been notified.

Anyone may have access to the register, either free or charge or for an optional fee (up to £12). They must set out their name, address, organisation address (if applicable) and their purpose in seeking the information. The request must be responded to within five working days of receipt.

Failure to comply

Failure to comply or keep information on a PSC register up to date is a criminal offence and company directors could face a fine or imprisonment if there has been failures to comply. It is also a criminal offence to refuse a request for access to a PSC register without applying to court.

Government guidance goes in to further detail on the requirements of the PSC register.