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BIS publishes government response to PSC register consultation

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07 Jan 2016

The Department for Business, Innovation and Skills (BIS) has published the government’s response to its consultation on draft secondary regulations required to set up the new publicly accessible central register that will record company beneficial ownership information.

The register, (a ‘Person with significant control (PSC) register’) was included within the Small Business, Enterprise and Employment Bill which received Royal Assent in April 2015

All companies will be required hold their own PSC register from 6 April 2016 and from 30 June 2016 they will need to give this information to Companies House when they deliver their confirmation statement (which replaces the annual return).

The consultation, published in June 2015, sought views on the draft secondary regulations needed to set up the register including companies that should be included in the register and how to classify people’s different levels of control of a company.

The government response sets out the way that it intends to take the regulations forward in light of responses received to the consultation.  Among other things the response covers:

  • Companies not required to keep a PSC register – those companies that already have to disclose detailed information about their ownership under Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules Sourcebook (DTR 5 issuers) will not be required to also maintain a PSC register.  For this reason there is an exemption for UK registered companies that have voting shares admitted to trading on a regulated market in a European Economic Area (EEA) state.  There will also be an exemption for UK companies with voting shares admitted to trading on markets in Japan, the USA, Switzerland and Israel as these are subject to similar requirements to DTR 5.  The regulations are to contain a definitive list of exempt entities.
  • Recording the nature and extent of control – the register will need to provide information about the nature of a PSC’s control.  The extent of control will be detailed based upon banded percentages in the Regulations (25%-50%, >50% but <75% and >75% of share capital).
  • Other information to be noted on the Register  - the following additional information will be required to recorded:
    • when a company has established that it does not have any people with significant control or registrable relevant legal entities;
    • when a company has reason to believe there are PSCs but has not been able to identify them or to get their details confirmed;
    • when the company has issued a formal request for information and the addressee has not complied within the set timescale;
    • when a company has placed restrictions on the interest in it held by a person or entity that has not complied with a formal request for information; and    
    • when a company does not possess information that can be placed on the register and cannot make any other note as to the progress of its investigation.

Additionally the government response includes how the Regulations intend to protect information about people if they are at serious risk of harm.  The government has also confirmed how the Regulations will apply to UK registered Societas add Limited Liability Partnerships. 

The government intends to lay the People with Significant Control Regulations before Parliament in January 2016.  It intends to lay regulations to bring LLPs into the PSC regime alongside companies.  Guidance will also be issued in January 2016. 

The press release and full government response is available on the BIS website.   

*Update 05/02/2016 - The draft People with Significant Control Regulations (link to Parliament website) have been laid before Parliament for approval.  Regulations have also been laid before Parliament for LLPs (link to Parliament website).  The draft Regulations reflect the Government's response as detailed above.  BIS has also laid before Parliament draft statutory guidance (link to BIS website) on the meaning of significant influence or control.  BIS has also published final non-statutory guidance*  

*Update 15/03/2016 - The Register of people with Significant Control Regulations (link to Parliament website) have been made.  Regulations have also been made for LLPs (link to Parliament website)*  

*Update 24/05/2016 - BIS has added a new version of the company statutory guidance on the meaning of “significant influence or control” for the people with significant control (PSC) register, which is no longer in draft form. It has also added a new version of the draft LLP statutory guidance on this topic.  Both can be accessed on the BIS website here*

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