Be warned – UK and EU Company Disclosure Requirements Are Changing!
PSC Register – People With Significant Control
From 6 April 2016, the majority of UK companies and LLPs will be required to maintain a register of “people with significant control”.
Who is a person with significant control (PSC)? A PSC is an individual (or legal entity – see below) who meets one or more of the following criteria in relation to a company:
● he or she holds, either directly or indirectly, the right to appoint or remove a majority of the board of directors;
● he or she holds, either directly or indirectly, more than 25% of the aggregate nominal share capital;
● he or she has the right to exercise, or actually exercises, significant influence or control over the company;
● he or she holds, either directly or indirectly, more than 25% of the voting rights; or
● he or she has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which is not a legal entity, but would meet any of the above conditions if it were an individual.
The price of failure to take action may be significant for both the company (or LLP) and PSCs.
The EU will be implementing similar legislation over the next couple of years.
Beginning 30 June 2016, the information included in this register will need to be filed with Companies House annually and will be available for public inspection.
UK public companies with shares quoted on certain markets (e.g. the Main Market of the London Stock Exchange, AIM and ISDX) are not obliged to maintain a register, but their various UK incorporated subsidiaries must comply, just as with any other private company.
This is only a brief overview. Should you like to discuss this issue and what your company requirements are likely to be, please contact Jonathan Abrams, Corporate solicitor and Partner in our Corporate team.