On 6 April 2016, changes to the Companies Act 2006 introduced the regime relating to the disclosure of persons with significant control (PSC regime). In brief, the new regime requires unlisted UK companies to take reasonable steps to identify those people with significant control over them, and to record their details in a new statutory register (known as a PSC register). For further commentary in relation to the PSC regime, please read our legal alert published on 13 April 2016, titled “UK: Register of People With Significant Control.”
Further reforms to the PSC regime may lie in wait.
On 15 September 2016, HM Treasury published a consultation identifying the new requirements of the Fourth Money Laundering Directive. The Department for Business, Energy and Industrial Strategy (BEIS), responsible for implementing the Directive requirement that EU member states maintain a central register of the beneficial owners of corporate and legal entities, is seeking views on possible approaches to such transposition. The deadline for responses is 16 December 2016.
The UK’s current PSC regime is already consistent with many of the Directive’s requirements, but additional amendments will be required. BEIS is proposing to extend the current PSC regime to all entities that are incorporated in the UK and are constitutionally capable of having a beneficial owner. This would extend the current PSC regime to unregistered companies, building societies, open-ended investment companies and more.
It is also possible that AIM and ISDX companies will be brought within the PSC regime, requiring them to create and maintain a PSC register. While the Directive allows an exemption for companies listed on regulated markets such as the main market of the London Stock Exchange, it does not expressly exclude companies quoted on prescribed markets.
We will keep you apprised of any further updates.