These changes have been announced by Companies House (along with other changes that also extend the PSC regime to certain Scottish limited partnerships). They are being made in order to implement the requirements of the EU Fourth Anti-Money Laundering Directive (AMLD4).
Background to the PSC Regime
Since 6 April 2016, most UK companies and all UK LLPs have been required to keep a register of any individuals or relevant legal entities that have significant control over them (and are registrable) – see our PSC Register Guide for further details.
To date, DTR 5 issuers (including UK AIM companies) have been exempt and entities that do keep a register have only had to notify Companies House of changes annually, as part of their confirmation statement filing.
The announced changes to the PSC Regime
To implement the beneficial ownership disclosure requirements of AMLD4:
- AIM companies will no longer be exempt (on the basis that AMLD4 only expressly exempts companies with shares admitted to trading on a regulated market); and
- 14 day periods for making and notifying changes to the register have been introduced (on the basis that AMLD4 requires information to be ‘current’).
Various bodies opposed the extension of the PSC regime to companies on prescribed markets – on the basis that it places an additional and disproportionate burden on small and mid-size quoted companies on prescribed markets, especially when compared with companies on regulated markets. However, given the Companies House press release, it seems likely that companies on UK prescribed markets will be caught from 26 June.
Steps to take now
We are waiting for the regulations to be published. Election ‘purdah’ restrictions mean that they cannot be published at this time. However, companies on AIM (and other prescribed markets, such as NEX Exchange Growth Market) should consider having a PSC draft register ready (if only to record that they are taking steps to ascertain whether or not they have any PSCs). All reporting entities should note the new reporting timelines.
The rules and guidance are lengthy and complex: we are here to help.