From 6 April 2016, most UK companies and LLPs will be required to set up and maintain a PSC register to show who controls them.
Companies and LLPs will be required to identify individuals and legal entities who have direct or indirect ownership of more than 25% of the nominal value of their shares or voting rights at general meetings, or the right to appoint or remove a majority of the board or who otherwise exercise significant influence or control over them (persons with significant control or PSC). The requirement applies to all LLPs and all companies (including companies limited by guarantee and unlimited companies), other than companies with shares traded on certain specified markets which are already subject to disclosure requirements.
Companies and LLPs must have a PSC register on the implementation date of 6 April 2016. However, the register may, if this is the case, state that the company or LLP has not yet completed taking reasonable steps to find out if there is anyone who should be on the register. From 6 April, companies and LLPs will be able to send out statutory notices seeking PSC information and, ultimately to impose restrictions on affected shares and LLP interests if information is not provided. From the end of June, PSC information must be included in the annual confirmation statement (which replaces the annual return).
Companies and LLPs should be preparing now, in particular where ownership or control arrangements are complex and legal advice may be required on whether someone meets any of the conditions for being a PSC or on the process for sending statutory notices to obtain information. We will be writing to all companies for whom Fieldfisher provides company secretarial services about their PSC registers.
Shareholders and controllers should also be considering whether they should be registered on the PSC register of any UK company or LLP. They may receive requests for information from the company or LLP, to which they must respond even if they are not registrable, and will be required to disclose the relevant information to the company or LLP if it does not contact them. We can offer advice to someone who receives a statutory notice from a company or LLP on the appropriate response.
For further information, including the steps companies and LLPs and those who control them should be taking, see our briefing paper.