The scope of the PSC regime changes and widens on 26 June 2017
Currently, unless a company has elected to hold their own PSC Register at the central public register at Companies House, any changes to the PSC information throughout the year will be filed at Companies House annually, on the Confirmation Statement.
However, this procedure is set to change on 26 June 2017, and will be as follows:
- A company/LLP will have 14 days to update its own PSC register and will have a further 14 days to inform Companies House of the changes;
- The appropriate forms PSC01 through to PSC09 will need to be used to notify Companies House of PSC changes for companies; and
- The appropriate forms LL PCS01 through to LL PSC09 will need to be used to notify Companies House of PSC changes for LLPs.
The reason for the change is due to the implementation of Fourth Money Laundering Directive (4MLD), that must be incorporated into UK law by 26 June 2017. The spirit behind 4MLD is that information about beneficial ownership must be “current”. As mentioned above, under the existing PSC regime information for companies/LLPs is only given once a year, and as a result it is very likely the Public file will be out-of-date.
Another impact of 4MLD is that it will extend the scope of the PSC regime to cover the following entities that are currently exempt:
- Scottish Partnerships and Scottish Limited Partnerships (SPs and SLPs)
- AIM companies (and companies listed on other smaller exchanges)
The deadline for SPs and SLPs to file their PSC information at Companies House is 24 July 2017 (one month after the implementation of 4MLD).
To date all companies that are regulated by the FCA, and are therefore subject to the Disclosure Rules and Transparency Rules (DTR5), have been exempt from the PSC regime. However, 4MLD expressly exempts companies admitted to trading on a regulated market, and AIM companies (and companies listed on other smaller exchanges) are not defined as a regulated market. Therefore, it is highly likely that AIM Companies will no longer be exempt.
Currently, the regulations have not been published, and it still unclear as to whether AIM companies will retain their exemption. It would be prudent for AIM companies to consider having a draft PSC register ready from 26 June 2017.
With all of the changes to the PSC regime, the one factor that has remained consistent is the on-going obligation of a company/LLP to ensure that its internal PSC Register is kept up-to-date. There is still no case law regarding any action taken against a company/LLP for failing to keep the PSC Register up-to-date. Despite this, it is still a criminal offence, and it is not worth the risk of falling foul of completing this additional register.
If you need help with ascertaining who the PSC is in within a company structure please contact Karina James-Wiltshire for further information.