The Information about People with Significant Control (Amendment) Regulations 2017 (the “Regulations”) were published on 23 June 2016, and expanded the reach of the PSC regime. On 26 June 2017, individuals and legal entities with significant control over unregistered companies, eligible Scottish partnerships (“ESPs”) and companies listed on prescribed markets, such as the Alternative Investment Market (“AIM”) and the NEX Exchange, became subject to the PSC regime albeit being previously exempt from it.
AIM companies will therefore now be required to identify and keep a record of persons with significant control. The requirement to maintain a PSC register continues to not apply to companies with voting shares admitted to trading on a regulated market in the UK (such as the Main Market of the London Stock Exchange) or other EEA state or on specified markets in the USA, Switzerland, Japan or Israel.
From the 26 June 2017 onwards, a new requirement has also been introduced for companies and limited liability partnerships (“LLPs”) to enter in their PSC register details of a person that is a PSC within 14 days of becoming aware that that person fulfils the PSC criteria. Companies and LLPs then have a further 14 days to notify Companies House of changes made to their PSC register. Any changes to the information relating to an individual or a legal entity on a PSC register also need to be recorded within 14 days of obtaining the information and the changes need to be notified to Companies House within a further 14 days. Before the entry into force of the Regulations, companies with a PSC register were only under a duty to report any changes to Companies House annually when filing their confirmation statement. Failure to comply with these new rules will be an offence committed by the company and every defaulting officer.
AIM companies will need to take reasonable steps to identify any registrable person or registrable relevant legal entity from 26 June 2017. However, AIM companies and any other companies that are newly subject to the Regulations have been allowed more time, namely until 24 July 2017, to comply with the rules to maintain a PSC register and provide to Companies House details of any people with significant control.
Slightly different rules apply to ESPs, which will not be required to keep a PSC register, but will be required to notify Companies House within 14 days of becoming aware that a person meets the PSC conditions and must be registered.
Entities subject to the PSC regime must ensure to take active steps to identify who should be entered on the PSC register and information relating to a person with significant control should be confirmed with the relevant individual before it is entered on the PSC register.