Further changes to the PSC register

PSC register changes.jpg

The People of Significant Control (PSC) register is changing again.

Since 26 June 2017, directors are required to update their PSC register at Companies House within 28 days of any change to keep their register ‘current’.

However, this information will no longer be included in the confirmation statement, and companies are required to keep their registers up to date using forms PSC01-09.

These changes are very important and any directors who fail to comply may face a fine or even a prison sentence of up to two years.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.

Further delay on Corporate Director ban

Further delay on corporate director ban.jpg

The Government’s drive to improve transparency of UK company ownership by putting a ban on corporate directors (subject to certain exceptions), has once again been put on hold. The provision introduced by the Small Business, Enterprise and Employment Act 2015, was originally due to come into force in October 2015, then October 2016, but has now seen a further delay, with no new firm implementation date being released.

At present, The Companies Act 2006 allows companies to have corporate directors (that is, one or more legal persons such as a company or limited liability partnership  who are directors) as long as one director is a natural person (i.e. an individual).

Once the ban comes into effect, there will be a 12-month grace period for existing corporate directors. Any corporate director still in place after 12 months (not covered by an exemption) will automatically cease to be a director.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.

What is a Registered Office?

What is a Registered Office

A registered office address is the official address of a limited company or LLP that is listed at Companies House.

Companies House, H M Revenue and Customs and other relevant government bodies use this address to send company notices, letters and reminders, etc. However, it does not need to be the main place of business.

It is important that you keep your registered office address up to date and that arrangements are made to have mail forwarded to someone who is dealing with the administrative duties of the company.

What address can I use?
The registered office address doesn’t have to be where your company conducts its actual business or trade. You can use any address as long as it is a physical address and in the same country where your company is registered, for example, a company registered in England and Wales must have a registered address in England or Wales.

You can use a PO Box but you must include a physical address and postcode after the PO Box number.

Can I avoid using my home/business address?
If you do not want to use your home/business address as your registered office, you can either approach your accountant who may offer the use of their address as part of their service, or you can use a registered office service, also known as a Virtual Office/Virtual Address.

If you or someone you live with are at risk of violence or intimidation because of your company’s work, you can ask Companies House to keep your registered address private.

Green & Co offer a Virtual Office service that allows other businesses to use their Pembroke House business centre as a registered office. In addition to this, they have meeting rooms available for hire, making it possible to hold meetings at your registered office.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.

What Is The PSC Register?

PSC register.jpg

What is the PSC Register?

With effect from 6 April 2016, all UK Companies, Societates Europaeae (SEs) and limited liability partnerships (LLPs) will be required to identify and record the people who own or control their company. Companies, SEs and LLPs will need to keep a register of people with significant control (PSC), in addition to existing registers, such as the register of directors and register of members (shareholders). The PSC information must be filed with Companies House.

What does a company need to do?

An officer of the company is required to:

  • Identify the PSCs and confirm their information;
  • Record the details of the PSCs on the company’s own PSC register;
  • Provide this information to Companies House as part of the annual Confirmation Statement (formerly the Annual Return); and
  • Update the information on the company’s own PSC register when it changes, and update the information at Companies House when the next Confirmation Statement is made.

Who is a PSC?

A PSC is someone who:

i.     has direct or indirect ownership of more than 25% of the shares in the company;

ii.    has direct or indirect control of more than 25% of the voting rights in the company;

iii.   has direct or indirect right to appoint or remove a majority of the board of directors;

iv.   actually exercises or has the right to exercise significant influence or control over the company; and/or

v.    actually exercises or has the right to exercise significant influence or control over activities of a trust or firm which is not a legal entity, which in turn satisfies any of the first four conditions over the company.

Example:

A company is owned by a brother and sister. They both have equal ownership and voting rights in the company. This means they each meet:

  • Condition 1 – They own more than 25% of the shares; and
  • Condition 2 – They hold more than 25% of the voting rights.

Both siblings must be entered on the company’s PSC register.

psc

Information you need to record on the register:

Before a PSC can be entered on the register, you must confirm all the details with them. The details you require are:

  • name;
  • date of birth;
  • nationality;
  • country, state or part of the UK where the PSC usually lives;
  • service address;
  • usual residential address (this must not be disclosed when making your register available for inspection or providing copies of the PSC register);
  • the date he or she became a PSC in relation to the company (for existing companies the 6 April 2016 should be used);
  • which conditions for being a PSC are met;
    • for conditions (i) and (ii) this must include the level of their shares and voting rights, within the following categories:
      • Over 25% up to (and including) 50%,
      • More than 50% and less than 75%,
      • 75% or more;
    • the company is only required to identify whether a PSC meets condition (iv) if they do not exercise control through one or more of conditions (i) to (iii);
  • whether an application has been made for the individual’s information to be protected from public disclosure.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.

Companies House Changes To Affect All UK Companies

BE PREPARED, message on business note paper

Confirmation Statement to Replace Annual Return

From June 2016, the Annual Return is being replaced. Instead, companies will now file a ‘Confirmation Statement’ at least once a year. You need to ‘check and confirm’ the company information held by Companies House and let them know if there are any changes.

There will be a fee to pay with the Confirmation Statement. You can update your record as many times as you need to, but there will only be a charge once a year.

For most companies, this will be the first time notifying Companies House of People with Significant Control (PSC). New companies will also provide this information on their incorporation documents.

People with Significant Control (PSC) Register – April 2016

Companies, Limited Liability Partnerships (LLPs) and Societas Europaeas (SEs) need to keep a register of People with Significant Control (‘PSC register’) from 6 April 2016.

A PSC is anyone in a company, LLP or SE who meets one or more of the conditions listed in the legislation. This is someone who:

  • owns more than 25% of the company’s shares
  • holds more than 25% of the company’s voting rights
  • holds the right to appoint or remove the majority of directors
  • has the right to, or actually exercises significant influence or control
  • holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.

Filing PSC information – 30 June 2016

Companies should already be keeping a ‘PSC register’ by this point. This information now needs to be filed with Companies House on incorporation and updated when you submit later ‘Confirmation Statements’.

If your company was incorporated before 30 June 2016, you will also need to provide this information on your first Confirmation Statement.

It is a criminal offence to not provide detail of PSCs. If you discover you do not have a PSC, or are still trying identify one, there will be forms you need to file to confirm this.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.

New Companies Targeted In Latest Scam

ID-100294848

We have recently become aware of a new scam targeting newly incorporated companies.

A clients of ours contacted us after we incorporated a new company on their behalf, a few days later they received letter from the REGISTER OF COMPANIES AND BUSINESSES, this company implied a link to Companies House and were asking for a payment of £190.00 for the newly incorporated company to be included in the register. Their website states that the fee is for entry into the register which operates in UK – giving the opportunity to use the websites services. The letter warns that ‘lack of payment will result in lack of entry in the Register of Companies and Businesses’.

Fortunately our client approached us before paying the fee and on inspection, we were able to tell them that this company was not connected to Companies House and that it should be ignored.  Companies House doesn’t send letters demanding money. These letters are sent to the registered office of the new company and could result in unsuspecting people who aren’t familiar with the process being tricked into paying them money.

It has since come to our attention that The National Fraud Intelligence Bureau (NFIB) are aware of the scam and their advice is to never respond to any such communication.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.

Image courtesy of Stuart Miles at FreeDigitalPhotos.net

Companies and business names rules are changing

 

Companies and business names rules are changing

Are you aware that on 31 January 2015 the regulations for company and business names changed?

Fewer words are now regarded as ‘same as’ or ‘sensitive’, allowing directors more scope when naming their business.

‘SAME AS’

The words (and their Welsh equivalents) no longer regarded as the ‘same as’ another on the register include:

  • exports
  • group
  • holdings
  • imports
  • international
  • services

The review also includes an update to the list of permitted characters, signs, symbols and punctuation to include the use of accents and other diacritical marks.

While reducing the list, amendments have also been made to disregard words and expressions (including their Welsh equivalents), that are:

  • ‘& Co’
  • ‘& Company’
  • ‘and Co’
  • ‘and Company’

As well as, words and expressions which are used with brackets, meaning a name which was previously not the ‘same as’ because of the inclusion of brackets is now treated as ‘same as’.

‘SENSITIVE’

The ‘sensitive’ words and expressions (and where applicable Welsh and Gaelic equivalents) no longer includes:

  • abortion
  • authority
  • banknote
  • board
  • data protection
  • disciplinary
  • discipline
  • European
  • giro
  • group
  • holding
  • human rights
  • international
  • national
  • oversight
  • pregnancy termination
  • register
  • registered
  • registration
  • registry
  • regulation
  • rule committee
  • United Kingdom
  • Watchdog

For further information on this please view the Companies House website (https://www.gov.uk/government/news/changes-to-the-rules-for-company-and-business-names) or contact us.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.