Small Business, Enterprise and Employment Act (SBEEA) Alert: Registers of People with Significant Control
The Small Business, Enterprise and Employment Act 2015 (the Act) received Royal Assent on 26 March 2015. Whilst the implementation of Parts 7 and 8 of the Act (being those parts of the Act that deal with the corporate aspects and changes to the Companies Act 2006) is to be phased in over the course of this year, the biggest change that will impact on companies and LLPs is coming into force on 6 April 2016.
In this fifth in our series of SBEEA Alerts on the corporate aspects (which broadly follow the order of their implementation), we have prepared a more detailed briefing note that looks at the obligation on companies and LLPs to keep a register of people with significant control (PSC register). This requirement applies to all UK companies that are not exempt, and to UK LLPs.
PSC registers must be in place on 6 April 2016. A PSC register must never be blank. Even if a company does not have a person with significant control (PSC) or a registrable relevant legal entity (RLE), it must record that fact in its PSC register. If, on 6 April, a company is still taking steps to identify its PSCs and RLEs, then it must record that fact in its PSC register. Other issues/actions to consider include:
- A company's own PSC register must be available for inspection as from 6 April, with information needing to be filed at Companies House from 30 June 2016 onwards (depending on the company's annual return date) as part of the new "check and confirm" procedure;
- For those companies with fairly simple corporate structures, identifying their PSCs and registrable RLEs and obtaining the required information should be relatively straightforward. For companies with more complex structures, this process is likely to be time consuming - investigations should begin now. Our briefing looks at the 'reasonable steps' companies must take and what information must be recorded;
- Companies should put in place procedures for recording information, making registers available, monitoring and updating information, and responding to requests to review their PSC register.
Failure to comply with many of these provisions will be a criminal offence. Consequently, understanding the obligations is important and our briefing provides an overview of some of the key issues in the draft statutory and non-statutory guidance. Once that guidance is re-issued in final form, we will re-publish this briefing taking account of any material changes.
You can read the AG overview of the SBEEA implementation timetable here.