CORPORATE TRANSACTIONS & COMPLIANCE BLOG

What You Should Know About PSC Register Requirements Under U.K.’s Entity Transparency Laws

By: John Morrissey, COGENCY GLOBAL INC. on Thu, Jun 29, 2017

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As discussed in our previous post, "United Kingdom Increasing Public Access to Entity Owner Information in 2016, the United Kingdom (U.K.) Small Business Enterprise and Employment Act of 2015 (the Act) requires that certain companies and limited liability partnerships must keep a register of people with significant control (PSC). A draft copy of “The Register of People with Significant Control Regulations 2016, further defining provisions of the Act, has been submitted to Parliament for approval. 

Additional helpful information concerning the Register of People with Significant Control (PSC Register) can be found in the Companies House Publications Summary Guide for Companies – Register of People with Significant Control and The Small Business, Enterprise and Employment Act is Here.

Location of the PSC Register

The register must be available for inspection at the company’s registered office or at a place specified in the regulations.

Information Required in the PSC Register

The following information must be included in the register for any individual that is deemed to be a registrable PSC (see previous article for definition of PSC): name of individual, a service address, the country or state (or part of the U.K. in which the individual is usually a resident), nationality, date of birth and usual residence address. The record must also include the date the individual became a person with significant control and the nature of his/her control. The individual’s residential address is to be treated as confidential information and not disclosed upon inspection of the register by the public.

The following information must be included in the register for entities deemed to be relevant registrable legal entities: name of legal entity, registered or principal office address, the form of the legal entity and the law by which it is governed. If applicable, the name of the register of companies in which it is entered and its registration number must be listed. The date on which it became a registerable relevant legal entity and the nature of its control must also be listed. An entity is relevant if would meet the definition of a PSC if it was a person and it is subject to its own registration requirement.

Individuals and entities are non-registrable with respect to a company if their only interests in the company are through one or more legal entities where they have significant control and each of which is a relevant legal entity to the company.

If the information listed in the register may subject an individual PSC to intimidation or violence there is a procedure for the individual to apply to Companies House to have their information protected.

Verification of PSC Information

A company must take reasonable steps to find and identify anyone who is a registrable person or a registrable relevant legal entity in relation to the company. The information must be confirmed with the PSC before it can be entered in the register. If the PSC information cannot be obtained, a statement explaining why the information is not available must be listed in the register. The PCS register can never be incomplete.

Updating of Information

The company must update its register if it becomes aware of a change to any information in the register. The register must be kept current at all times. ** SEE BELOW FOR NEW REQUIREMENTS REGARDING THE UPDATING OF INFORMATION.

Procedure to Inspect Records

A company’s PSC Register must be open for inspection without charge or a person may obtain a copy of the register or any part of it for a prescribed fee.

In order to inspect the records, a person must submit a request including the name and address of the individual making the request and the purpose for which the information is to be used. If an entity is requesting the information, the request must include the name and address of the individual responsible for making the request. The company must respond to the request within 5 days or apply to the court for a review of the request.

New Requriements to Include Info in Formation Documents and Confirmation Statements

As of June 30, 2016, information from the PSC Register must be included in formation documents and confirmation statements. The final blog article of this series will discuss these requirements.

*** UPDATE:  On June 23, 2017, Companies House in the U.K. announced a further update to their People with Significant Control (“PSC”) requirements in their efforts to strengthen the U.K. anti-money laundering and terrorist financing measures. As a result of these changes, effective June 26, 2017, PSC information will no longer be updated on the company’s annual confirmation statement. Instead, the company’s PSC Register must be updated within 14 days of the change and the appropriate form (Companies House Forms PSC01 though PSC09) must be filed within 28 days of the change.

For more details, see Companies House announcement, “Changes to UK Anti-Money Laundering Measures”.

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice.

Topics: International Secured Transactions