Everybody is talking about the new General Data Protection Regulation that is coming into force on 25th May 2018 and you should make sure that your company is ready to comply with it. However, you should not forget the other obligations that companies have under the Companies Act 2006 (CA 2006), such as, the obligation to keep a register of persons with significant control (PSCs).
Companies House recently published their business plan for 2018-2019 and one of their main focuses is corporate transparency and more specifically PSCs. As they state in their business plan “Over 98% of companies have provided information regarding their PSCs. This is a great success. However, our analysis of the data submitted has identified areas where improvements can be made.”
Part 21A of CA 2006 requires companies, subject to it, to identify the persons that have significant control over the company and produce and maintain a PSCs register.
Companies House want to ensure that their records are up-to-date and correct and do not contain misleading or false information and particularly that the details of directors and PSCs submitted in the confirmation statement are correct. While the legislation places the obligations under Part 21A of CA 2006 on the company, failure to meet an obligation may constitute an offence by the company and every officer in default.
There are only a few types of companies that are not required to keep a PSCs register, for example, an open-ended investment company, an overseas company as defined by section 1044 of CA 2006, any other overseas entity, a co-operative and community benefit society, a friendly society, a charitable incorporated organisation or charity trustees incorporated as a body corporate. So, unless your company is one of the above, it has to keep a PSCs register.
There are five specified conditions that an individual must satisfy to be identified as a PSC and it is your obligation to make sure you have taken appropriate steps to identify those individuals and include them in your company’s PSCs register.
Companies House intend to review the information they hold in relation to PSCs and correct any incomplete, wrong or misleading information. They will offer guidance to make sure the PSCs requirements are understood and complied with. However, where it is believed that a company has deliberately filed misleading or false information, Companies House intends to pursue these cases. As they state in their business plan “We will develop data and intelligence sharing getaways with law enforcement and other government departments to support this work further. In particular, we will work with The Insolvency Service Criminal enforcement team to investigate non-compliance”.
Now is the time to make sure your company’s PSCs register is accurate and up-to-date. Do you know who your company’s PSCs are and are you clear about the requirements? Have you taken adequate steps to identify your company’s PSCs and are you sure that your records are up-to-date and do not contain inaccurate or incomplete information?
Our corporate and commercial lawyers can help you identify who your company’s PSCs are and ensure you do not fall foul of the CA 2006 requirements.Find out more about our Corporate Commercial department