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Companies House Changes

20 April 2016
 

Changes in Companies House requirements have recently come into effect, which are designed to increase transparency over control and ownership of UK companies.  To that end most companies and LLPs are now required to keep a new register of People with Significant Control (PSC) and from 30 June 2016 the information on this register must be returned to Companies House under the new Confirmation Statement.

Register of People with Significant Control

A PSC is anyone in a company or LLP who meets one or more of the conditions listed in the legislation.  This is someone who:

  • owns more than 25% of the company’s shares
  • holds more than 25% of the company’s voting rights
  • holds the right to appoint or remove the majority of directors
  • has the right to exercise, or actually exercises, significant influence or control
  • holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.

A company could therefore have several PSC’s, one PSC or none at all (most charitable and not for profit companies are likely to have none, as may companies with several shareholders, none of which holds more than 25%)

Before a PSC can be entered on the register you must confirm all of the following details with them:

  • name
  • date of birth
  • nationality
  • service address
  • usual residential address
  • date he or she became a PSC in relation to the company (for existing companies the 6th April 2016 should be used)
  • which conditions (listed previously above) for being a PSC are met
    >if this is due to either of the first two conditions the register must also include the level of their shares and voting rights, within the following
      categories:     
      -  over 25% up to (and including) 50%
      -  more than 50% and less than 75%
      -  75% or more

The PSC’s usual residential address won’t be available on the public register, and the date of birth will be suppressed. All other PSC information will be available on the public register, much like directors and members details are currently held.

Non compliance with the provision of information is a criminal offence although individuals who may be at risk of violence or intimidation as a result of being on the register can apply to Companies House to have their information protected.

The information on the PSC Register needs to be filed at Companies House either on incorporation, if this occurs after 5th April 2016, or when the new “Confirmation Statement” is submitted.

Confirmation Statement

The Confirmation Statement is the replacement for the Annual Return from June 2016.  It must be submitted at least once in a 12 month period but otherwise has no deadline and is completed by you “checking and confirming” the company information held by Companies House and letting them know of any changes as necessary.

Companies will still be required, as currently, to pay an annual fee.  This annual fee will be collected with the first confirmation statement that is made but any further confirmation statements made during the payment year will be free.

For further help and guidance on the requirements please contact Sue Bird at sbird@springfords.com  or view the official guidance.

 

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