All United Kingdom incorporated Companies and Limited Liability Partnerships (LLPs) according to the new legislation were required to identify and record the people with significant control over them as of the 6th of April 2016, based on the amendments made on Part 21A of the Companies Act 2006 (the ‘Act’) (as inserted by the Small Business Enterprise and Employment Act 2015). Even if UK Companies and Limited Liability Partnerships (LLPs) have no interests to be registered or are dormant, they still have to prepare and keep a register and have to be filed at the Companies House. Blank registers will not be acceptable.
Limited Liability companies as of June 30th, 2016 must file at the Companies House their confirmation statement (which is in fact replacing the annual return) in which they will be identifying the people with significant control.People with significant control in relation to Companies are considered: • the people in the company who have 25% or more of the shares • the people in the company who have 25% or more of the voting rights • people who have the right to control the appointment or removal of the majority of the Directors in the Board • people who have the right to or actually exercise significant influence or control over the company that meets one of the above conditions. • people who have the right to exercise or actually exercise significant control over a trust or a firm that meets one of the above conditions. People with significant control in relation to LLPs are considered: • the people who have the rights to more than 25% of the assets on a winding up • the people holding more than 25% of the voting rights • the people who have the right to appoint or remove the majority of management • people who have the right to or actually exercise significant influence or control over the LLP that meets one of the above conditions. • people who have the right to exercise or actually exercise significant control over a trust or a firm that meets one of the above conditions.
People that act as nominees in a company and do not exercise any real control over the company are not included in the register that needs to be filed at The Companies House. If a person holds the right to those shares and is able to vote for the company then he/she should be included in the register prepared.
However if a company has five shareholders and has one Beneficial Owner who has the 100% significant control, the shareholders will not be included in the PSC register. Only the Actual Beneficial Owner will be included in the register.In order for a company to comply with the above requirements it must: • Keep a PSC Register. For an individual the below are needed to be included: Name, Date of Birth, Nationality, Country, Residential Address, Date of Appointment, Any restrictions on disclosing the information. For a Legal Entity: Name of Legal Entity, Registered Office, Legal Form and Law, register and registration number as it appears, date of registration, and state which of the above information are not available and why. • Register must always be up to date. • All details and information of the people that need to be registered must be included in order for the people to be identifiable. • Information must be available for the public and be filed at the Companies House
If a company does not comply with the above requirements and does not take all reasonable steps to identify any individual or a legal entity that is considered a PSC then it is considered a criminal offence for the Company and the individual who is the PSC. The PSC register cannot be filed empty, if for any reason the people cannot be identified then this must be stated in the register as well as the reason for it and any intermediaries that may assist on the matter.
Concluding the issue above, it should be noted that the PSC register is available for public inspection and, from 30 June 2016, the information will be searchable online via UK Companies House.