Important changes came into effect on 26 June 2017 with the way Companies and Limited Liability Partnership (LLP) register people with significant control in a company with Companies House. These changes affect those who are:
- A director or secretary of a company;
- An elected member of a Limited Liability Partnership (LLP);
- A general partner of an eligible Scottish partnership;
- Or acting for a company or partnership as an adviser.
The changes are as part of the EU Fourth Money Laundering Directive which was implemented across the EU on 26 June 2017; 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.
Dealing with changes to "people with significant control" (PSC) information
After a relevant change happens, 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, 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.
Changes that companies will now need to report directly to Companies House as well as updating their registers include:
- The beginning 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 stated 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 brackets 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.
If you need any further information on the PSC changes, please get in touch with James Clarkson.
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