Update on Changes to the PSC Regime: Action Required Before 10 July
Further to our client alert in May 2017 on forthcoming changes to the PSC regime, The Informationabout People with Significant Control (Amendment) Regulations 2017 were published on 23 June 2017 and came into force on 26 June 2017.
The transitional provisions mean that entities already subject to the PSC regime need to consider the impact of these changes on a very short timescale as action may be required before 10 July 2017, but otherwise the main changes to the PSC regime come as little surprise, being:
- the rules have been extended to AIM companies (and other companies whose shares are admitted to trading on a "prescribed market") because the statutory definition of companies that are exempt from the PSC regime has been narrowed to cover only companies with voting shares admitted to trading on an EEA regulated market. The rules have also been extended to certain types of Scottish partnership and some unregistered companies. AIM companies (and, where relevant, other entities newly within the scope of the PSC regime as of 26 June 2017) will need to keep a PSC register, and otherwise comply with the PSC rules, with effect from Monday, 24 July 2017.
- companies and LLPs now need to update their PSC registers with any changes to their PSCs and RLEs before the end of a period of 14 days beginning with the day after, in the case of a PSC, details of the changes have been confirmed and, in the case of an RLE, the relevant company (or LLP) first has details of the changes;
- companies and LLPs now need to notify Companies House of any change they make to their PSC registers before the end of the period of 14 days beginning with the day after the relevant company (or LLP) made the relevant change.
- there are transitional provisions which mean that companies and LLPs that were subject to the PSC regime prior to 26 June 2017 need to notify Companies House before 10 July 2017 of any changes to their PSC register between the date of their last Confirmation Statement and 26 June 2017;
- Companies House has issued a number of new and amended forms for the purpose of registering and updating PSC register information;
- companies and LLPs no longer need to deliver their PSC register information to Companies House at the same time as their annual Confirmation Statement, but they do need to confirm (in their Confirmation Statement) that they have complied with the new PSC regime requirements. These new requirements apply to companies and LLPs that deliver Confirmation Statements to Companies House on or after 26 June 2017; and
- there are various changes to the protection regime (whereby companies can apply to have their PSC information withheld from the public register where disclosure would put a person at risk of violence or intimidation) so that credit and financial institutions will be able to access "secured" PSC information, where appropriate.
The amended rules and deadlines are complicated. Please speak to your usual Baker McKenzie contact for any assistance in complying with these new requirements.