Have you registered who has ‘significant control’ over your company?
With effect from January 2016, companies have been required to keep a register of people with “significant control” over the company, the “PSC register”, although that information will not need to be made available on the public register at Companies House until April 2016.
A person with significant control over a company is defined as an individual or entity that meets one or more of the following conditions:
- they hold, directly or indirectly, more than 25% of the shares in the company or more than 25% of the voting rights in the company
- they hold the right, directly or indirectly, to appoint a majority of the board of directors of the company
- they can exercise a significant influence or control over the company
So for example in the case of a subsidiary company, the parent company would probably have to appear on the register.
The PSC register will need to be available for inspection at the company’s registered office (unless the company opts to keep its PSC information on the public register at Companies House only) and the information on it will need to be confirmed to Companies House at least every 12 months.
Regulations also set out a “protection regime” enabling individuals with significant control over a company who are at serious risk of violence or intimidation as a result of the company’s activities, to be able to have their personal information protected from disclosure in the PSC register.
Provisions coming into force from 1 April 2016:
Annual confirmation of accuracy of information at Companies House
The requirement for companies to submit an annual return is being removed. In its place, companies will need to deliver a confirmation statement at least annually, stating that the company has delivered all the required information in the last 12 months.
The company must confirm, as part of the confirmation statement, that relevant events have been notified and these include details of a change of registered office and details of certain company registers.
Option to keep information on central registers
Private companies will have the option of keeping certain information on the public register at Companies House instead of in separate private company registers. The relevant registers are:
- the register of members (i.e. shareholders);
- the register of directors;
- the register of directors’ residential addresses;
- the register of secretaries; and
- the new PSC register.
The company need not update its historic registers with subsequent changes but it must continue to keep the historic registers.
Private companies will need to think carefully about whether or not they want to maintain any of the registers at Companies House. Some information that would not otherwise appear on the public register (for example, members’ addresses and full dates of birth of directors) will be available for inspection on the registers kept at Companies House and companies may decide that they would prefer to keep that information off the public record by continuing to maintain their own registers.
We are happy to talk to you if you need more information on what to do.