PSC Regime: People with Significant Control – Implications of New Regime for Corporates

White & Case LLP

Changes to the Companies Act 2006 as a result of the Small Business, Enterprise and Employment Act 2015 are intended to increase transparency over the ownership and control of UK companies and LLPs from 6 April 2016. They see the UK lead the way on implementation of the EU Fourth Money Laundering Directive. Contrary to what the title of this Act suggests, these apply to companies and groups of all sizes and will have wide implications. This alert looks at the transparency provisions for corporates. The rules are intricate and the specific requirements depend on the facts.

Who needs to keep a PSC register?

Most UK companies will have to keep a register of people with significant control (“PSCs”) from 6 April 2016 and to make information from that register public from 30 June 2016. There are related statutory obligations both on companies to investigate people with significant control over them and on registrable persons to disclose information. Breach of these obligations will be a criminal offence. UK companies will have to keep a PSC register unless they are subject to Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules (“DTR 5”) (primarily companies with shares admitted to trading on the Main Market of the London Stock Exchange or on AIM) or alternative disclosure rules designated as equivalent. Equivalency has been given to companies with voting shares admitted to trading on an EEA regulated market and those listed on certain markets in Japan, the US, Switzerland and Israel.

Please see full alert below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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