The persons with significant control (PSC) regime has been extended following the passing of The Information about People with Significant Control (Amendment) Regulations 2017 (the Regulations).
As covered in our Corporate Newsflash dated Monday 26 June 2017, the persons with significant control (PSC) regime has been extended following the passing of The Information about People with Significant Control (Amendment) Regulations 2017 (the Regulations). We have updated our detailed briefing on the PSC regime (which sets out, amongst other things, how to identify your PSCs) to reflect the key changes brought in by the Regulations. This updated briefing will be of particular interest to:
- UK-incorporated AIM and NEX Exchange Growth Market (formerly ISDX Growth) companies given they now fall within scope of the PSC regime;
- Companies or LLPs that have not yet filed their first CS01 confirmation statement;
- Companies or LLPs where there has been a change to its PSC information before 26 June 2017 that has not yet been updated in its PSC register and/or has not been notified to Companies House. This could be as a result of, for example, shares having been issued or transferred or where the company has undertaken a share buy back or capital reduction since the last confirmation statement. An analysis of the impact of such events on an entity's PSC information should be undertaken as soon as possible;
- Unregistered companies;
- Eligible Scottish partnerships, namely active Scottish limited partnerships and general Scottish partnerships where all the partners are corporate bodies (ESPs);
- Entities that know or have reasonable cause to believe there has been a change to their PSC information but have yet to send a notice to that PSC asking them to confirm the change; and
- Entities whose shares or rights are held as assets of an ESP. This is as a consequence of ESPs now falling within the scope of the PSC regime, as the ESP may now be a registrable relevant legal entity (RLE), thereby requiring an amendment to that entity's PSC register to record it as such. Previously, where an entity's shares were held by an ESP you needed to 'look through' the ESP to determine if there were any PSCs, given the ESP could not be an RLE and so could not be recorded in the PSC register.
Those entities now falling within scope of the PSC regime from 24 July, and those already within scope before these 26 June 2017 changes took effect, should take immediate action including considering whether:
- they are now under an obligation to create a PSC register or notify Companies House of their PSC information;
- an existing PSC register needs to be updated; and
- they are in a position to meet the new filing deadlines.
If you have any questions on the impact of this revised regime, please contact your usual contact at Addleshaw Goddard or any of the individuals below.