Are You Up To Date? – Companies House Filing Requirements

Q: When do the changes take place?
A: 26 June 2017

Q: Who is affected?
A: Companies, Scottish Partnerships and Scottish Limited Partnerships

Q: What are the filing requirements?

Companies:
A: From 26 June 2017, whenever there is a change in the PSC register, companies must use forms PSC01 to PSC09 to report these changes, instead of waiting to until the confirmation statement (CS01) is due. Companies will have 14 days to update their registers and another 14 days to send the information.

Scottish Partnerships:
A: From 26 June, Scottish Partnerships (either eligible by being registered under the Limited Partnership Act 1907 or a general partnership constituted under the law of Scotland) where all the partners are corporate bodies, need to identify their Persons with significant control (PSC). By 24 July 2017 they must register this information with Companies House. SP’s are obliged to report any changes to Companies House within 14 days and then also confirm this by lodging a confirmation statement with Companies House every year.

Scottish Limited Partnerships:
A: From 26 June, active Scottish Limited Partnerships (SLPs) must identify their Persons with Significant Control. Then, on 24 July 2017 SLPs must send this information to Companies House within 14 days. In other words, the very last date that you can submit this information by is 7th August 2017. If there are any further changes after that date, then SLPs must report these to Companies House within 14 days of the change.

If you are registering a new SLP from 24 July 2017, then you must immediately send information regarding your PSC to Companies House.

Q: Can I limit what information is available on the public register?
A: Yes, when Companies, LLPs, SLPs and SPs submit their PSC information to Companies House, the protection regime becomes available to them. This means that Companies, LLPs, SLPs and SPs can apply to restrict what information is available on the public register. At the moment, only specified public authorities have access this restricted information. The new anti-money laundering legislation extends this to credit and financial institutions, as these carry out customer due diligence.

Q: How do I identify who the PSC is?
A: Companies:

A PSC is an individual who meets any one or more of the following conditions in relation to a company:

1. Directly or indirectly holding more than 25% of the shares
2. Directly or indirectly holding more than 25% of the voting rights
3. Directly or indirectly holding the right to appoint or remove the majority of directors
4. Otherwise having the right to exercise, or actually exercising, significant influence or control
5. Having the right to exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual

A: SLPs and SPs:
A person has significant control over an eligible Scottish partnership if one or more of the specified conditions are satisfied.

1. the rights to more than 25% of the surplus assets on a winding up,
2. holding more than 25% of the voting rights, and
3. the right to appoint or remove the majority of management.
4. The fourth condition is that X has the right to exercise, or actually exercises, significant influence or control over eligible Scottish partnership Y

5. The fifth condition is that
a) The trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person meet any of the other specified conditions (in their capacity as such) in relation to eligible Scottish partnership Y, or would do so if they were individuals, and

b) X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm.

If a person has significant control over an eligible Scottish partnership by meeting one or more of the first three specified conditions it is unnecessary to inform the registrar, if that person also has significant influence or control by virtue of the fourth condition.

If you need any further advice regarding your PSC reporting requirements, we would be happy to help. Please contact Alison Marshall or Sophie Graham in the corporate team for assistance.