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Persons with significant control register, companies house

Small Business, Enterprise and Employment Act 2015

| Published on November 20, 2015

Legal Update – November 2015

Small Business, Enterprise and Employment Act 2015

New measures are being introduced that are aimed at simplifying company filing requirements with Companies House. The new provisions will be coming into effect in stages. The dates shown below are the current estimated implementation dates which may be subject to change.

PSC (Persons with Significant Control) Register

From April 2016, companies are required to keep a register of people with “significant control” over a company. Then from 30 June 2016, companies will be required to make that register publicly available at Companies House.

A person with “significant control” will be defined as:

  • An individual that holds, directly or indirectly, more than 25% of the shares in the company or more than 25% of the voting rights in the company.
  • An individual that holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.
  • An individual that has the right to exercise, or actually exercises, “significant influence or control” over the company.

Guidance (which is still to be published) on the meaning of “significant influence or control” will be provided by the Government.

Replacement of requirement to file an Annual Return with a Confirmation Statement

From June 2016, companies will no longer be required to file an annual return. Instead, all companies will deliver to Companies House a ‘Confirmation Statement’ stating that the company has delivered all the information it was required to provide.

The confirmation statement will confirm that the company has updated Companies House with the following details in the 12 month period to which the confirmation statement relates:

  • Details of a change of registered office.
  • Details of company registers relating to directors, company secretaries (if appropriate) and people with significant control (see above).
  • Any obligations that arise as a result of a decision by a company to keep any of its registers on the central register (see below).
  • Details of where a company keeps company records if it uses a single alternative inspection location.

Central Registers at Companies House

From June 2016, companies will have the option of keeping information that currently must be recorded in certain statutory registers, on the public register maintained by Companies House.  This will remove the requirement to keep and maintain separate physical registers. The relevant registers include:

  • Register of members.
  • Register of directors and/or the register of directors’ residential addresses.
  • Register of secretaries.
  • PSC register.

The approval of all members will need to be given, prior to the election, to maintain the register of members at Companies House. The company must deliver information to Companies House that would otherwise be put onto the register of members. A person will become a member of the company when their name is entered on the public register at Companies House.

For further advice on the Small Business, Enterprise and Employment Act 2015 and how it could affect your company please contact a member of our commercial team, at our Dorchester office on 01305 251007 or our Poole office 01202 725400.