The Department for Business, Innovation & Skills has published the outcome of its consultation on the implementation of rules relating to the register of company ownership and control. In March 2015 the Small Business, Enterprise and Employment Act 2015 received Royal Assent. It inserts a new Part 21A into the Companies Act 2006. Part 21A sets up the framework for the PSC register (Register of People with Significant Control), which companies will be required to hold from 6 April 2016. Companies will be required to deliver information from the PSC register to Companies House in a confirmation statement (which replaces the annual return), or on incorporation of a new company from 30 June 2016. The Companies Registrar will maintain PSC information in a central public register open to inspection.
As from July 2017, the central register at Companies House will contain a full set of data on all UK companies. A person with significant control is defined in the 2015 Act as a person who meets one or more of the following conditions for a single company. The person:
- Directly or indirectly owns more than 25% of the shares in the company;
- Directly or indirectly holds more than 25% of the voting rights in the company;
- Directly or indirectly has the power to appoint or remove the majority of the board of directors of the company;
- Otherwise has the right to exercise or actually exercises significant influence or control over the company. The definition of this will be set out in statutory guidance.
- Has the right to exercise or actually exercises significant influence or control over a trust or firm that is not a legal entity, which in turn satisfies any of the first four conditions over the company.
The consultation outcome states that the Government will exempt UK companies from having to maintain a PSC register where the company has voting shares admitted to trading on a regulated market in an EEA state, or in Japan, the USA, Switzerland or Israel.
A point for future consideration is whether conveyancers acting for buyers or tenants would be expected to discover for their clients the identities of persons having significant control in the seller/landlord entities with whom the client is contracting.