Company Law – New Register Requirements

A new piece of company law will come into effect in the UK on the 6th of April 2016 and may affect you or your clients.

The brief details are as follows:

A new register of so called PSCs (Persons with Significant Control) will have to be created and maintained by most UK companies, SEs (Societas Europaea)and LLPs from 6 April 2016, so that individuals who are its ultimate beneficial owners and controllers of a company or LLP are identified.

From 30 June 2016 this information will also be required to be filed with Companies House.

A person will be a PSC where they meet at least one of the following five conditions:

  1. they directly or indirectly hold more than 25% of the nominal share capital; or
  2. they directly or indirectly control more than 25% of the votes at general meetings; or
  3. they actually exercise, or have the right to exercise, significant influence or control over the company; or
  4. they directly or indirectly are able to control the appointment or removal of a majority of the board; or
  5. they actually exercise or have the right to exercise significant influence or control over any trust or firm (which is not a legal entity) which has significant control (under one of the four conditions above) over the company.

To determine who should be on the PSC careful consideration of both the ownership of the company/LLP and the way in which it operates is required, to determine who should be named on the register.

This is a significant change to the current regime and in some cases will require close analysis and consideration of the company’s ownerships and management structure, to ascertain which details will need to be disclosed.  In essence the Government is trying to obtain greater visibility on the ultimate beneficial ownership of companies and companies where someone other than the named shareholders has control.

Philipp Simon will be happy to assist with any questions that you may have in this respect.

31st March 2016