Property Companies and LLPs: is your Register of People with Significant Control up to date? Don’t despair – help is at hand.
Bryan Rickman is a consultant solicitor with Keystone Law specialising in company law, and he provides a useful reminder of the requirements in his PSC Regime Guide. This summarises the main definitions (including PSCs and RLEs – Relevant Legal Entities) as well as the key steps to be taken to comply with the new legislation.
However, it is just a summary so Bryan has linked the relevant government guidance (see the hyperlinks within the PSC Regime Guide).
If you want to avoid being associated with the estimated 100,000 UK property owners, who — until now — have been able to keep their identities away from prying eyes, you really should complete your PSC Register that discloses People with Significant Control.
In fact, this should have been done by 6 April 2016, and failure to comply can carry criminal sanctions, which have recently been brought into sharper focus by the (surely not coincidental) recent leaks from Panama, which are having such far reaching consequences.
Here is what you need to do to create your PSC register:
- Create a document headed with your company or LLP name and number and the sub-heading “Register of People with Significant Control”. This will become your PSC Register.
- Review the register of members, articles of association, shareholders’ agreements, share option agreements, LLP agreements, etc. (as applicable) to establish the rights of those participating in the company or LLP.You will also need to consider the actions of those participating in the company or LLP who actually exercise significant influence or control over the company or LLP (whether or not they have documented rights). For many companies and LLPs it will then be easy to identify the PSCs and RLEs (if any).
- If this hasn’t identified the PSCs and RLEs, then make informal enquiries with the likely PSCs and RLEs or anyone who might know the PSCs and RLEs. If you get no response, then you can formalise the request with notices using the forms prescribed in the government guidance.
- If, having carried out this review, your company or LLP has no PSCs or RLEs, then the PSC Register will simply state: “The [company/LLP] knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the [company/LLP].”
- If your company or LLP does have PSCs and/or RLEs, then you’ll need to include the details noted at paragraph 6 of my PSC Regime Guide for each PSC and each RLE (as applicable).
- If there are any PSCs, then you’ll additionally need to confirm this information with the PSC. You don’t have to do this for RLEs.
- If you are a PSC yourself and have not been contacted by the relevant company or LLP, then the onus is on you to get in touch with that company or LLP. If this applies to you then you should make contact with that company or LLP now.
- If you didn’t manage to finish this by 6 April 2016, then don’t worry. As long as you have started taking reasonable steps, then it is possible to include one of the prescribed holding statements noted at paragraph 6 of my PSC Regime Guide. However, the PSC Register should still be finalised as soon as possible after that.
- From 30 June 2016, this information will also need to be delivered to Companies House in the annual confirmation statement (replacing the annual return). The information will, therefore, be publicly available.
If you are unsure of what you need to do and would like Bryan’s help to set up your PSC Register for you, please contact Bryan Rickman.