Implementation of the changes
The changes are being made by the Information about People with Significant Control (Amendment) Regulations 2017 published on 23 June 2017 (and follow an announcement made by Companies House – see our earlier report). The changes are being implemented as follows:
- UK companies on AIM (and other prescribed markets) have a four week grace period, until 24 July 2017, before they have to comply with the PSC rules. But from that date, they must have a PSC Register which is duly completed (eg with details of any registrable PSCs or a statement that there are none or a statement that steps are being taken to ascertain who they may be) – and must report to Companies House as and when the register is updated.
- The new 14 day reporting timelines apply to all changes, including those occurring before 26 June 2017. Accordingly, transitional provisions apply so that, broadly, reporting entities have 14 days from 26 June to make any outstanding changes to their register and 14 days to notify Companies House of any changes not reflected in their last confirmation statement.
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.
Previously, DTR 5 issuers (including UK AIM companies) were exempt and entities that had to keep a register have only had to notify Companies House of changes annually, as part of their confirmation statement filing.
Changes to the PSC Regime
To implement the beneficial ownership disclosure requirements of Fourth Anti-Money Laundering Directive (“AMLD4”):
- AIM companies are no longer 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’).
Steps to take now
Companies on AIM (and other prescribed markets, such as NEX Exchange Growth Market) have until 24 July to comply with these new requirements. Those companies should make sure that they have a PSC register in place by then (if only to record that they are taking steps to ascertain whether or not they have any PSCs).
Current reporting entities should make any outstanding changes to the registers within 14 days of 26 June 2017 and notify those changes to Companies House. All reporting entities should note the new 14 day reporting timelines going forward.
The rules and guidance are lengthy and complex: we are here to help.