Effective immediately, most UK companies, Societates Europaeae and UK Limited Liability Partnerships (LLPs) are required to maintain a register of People with Significant Control (“PSC Register”). Set out below is a brief summary of some of the requirements. The rules are complex, and you should take immediate steps to seek appropriate advice and put in place the PSC Register. Those who fail to comply with this legal requirement could be committing a criminal offense. Officers of companies and designated members of LLPs who are in default could be fined and/or imprisoned.
Under the new Part 21A and Schedules 1A and 1B of the UK’s Companies Act 2006 (“Companies Act”), companies and LLPs are required to take reasonable steps to determine if there is anyone who is a registrable person or a registrable relevant legal entity (RLE) in relation to that company and, if so, identify such persons in a register of people with significant control over the company, referred to as a PSC Register.
Beginning June 30, 2016, companies and LLPs will be required to file a confirmation statement instead of an annual return at Companies House. This will require companies to confirm certain information in relation to their PSCs and RLEs on an annual basis. This information will be available to the public.
Companies and LLPs must take reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company and then identify that person. The company/LLP must give notice to anyone it knows or has reasonable cause to believe is a registrable person or relevant legal entity. Once confirmation has been received of the required particulars of the registrable individual or relevant legal entity, the company must enter these details into the register.
The company/LLP must keep a register of people with significant control over the company/LLP available for inspection at its registered office or at a place specified in regulations. The register should be open to inspection by any person free of charge and copies may be requested on payment of a fee.
Since PSCs can include individuals and the PSC register will contain personal data of PSCs, the new PSC regime will pose its own data privacy challenges. Any personal data obtained and maintained will need to be processed in accordance with relevant data protection laws. Processing of personal data is exempt from the second, third and fifth protection principles in Schedule 1 to the Data Protection Act 1998 where the data controller is obliged by law to disclose the information or make it available to the public, whether by publishing it, or by making it available for inspection, or otherwise. However, particular care will have to be taken in relation to personal data obtained from, or provided by, PSCs that are not required to be processed under the PSC regime while ensuring that the personal data is up to date and correctly reflected in the PSC register and any filings at Companies House.