The Government has produced final draft guidelines and regulations for the register of persons with significant control of UK companies (click here for details). These requirements introduce new legal duties and those failing to comply could be committing a criminal offence and could be fined and/or imprisoned. Most UK companies will have to maintain internal registers of ‘PSCs’ from 6 April 2016 and disclose details publicly at Companies House from 30 June 2016.
This is going to catch 25%+ shareholders but also those who have the right to exercise or actually exercise ‘significant influence or control’. As failure to comply is a criminal offence, businesses might have hoped for a nice clear test - the fact that there are 14 pages of non-exhaustive statutory guidance to explain what it means probably gives a clue about the answer to that question.
Compliance will be fairly straightforward for some companies with simple ownership arrangements although it is still an additional administrative burden. It will become more challenging for companies with more complex ownership structures – particularly where trusts, partnerships or overseas companies are involved. And it could get very interesting if one of the shareholders is a PSC and isn’t inclined to comply.
Still, the leap year gives an extra day to get this sorted out…
For more information on these changes, please see our corporate update. The corporate team will shortly be publishing further guidance for clients on this topic.