Following a review of the responses to our recent consultation on the draft guidance around the new requirement for companies to maintain a register of people with significant control (the PSC Register), I am delighted to say that the Government have now been able to publish both the statutory and non-statutory guidance.
After 6th April 2016, section 81 of the Small Business, Enterprise and Employment Act 2015 will require almost all UK companies to maintain a PSC Register.
This is a significant new piece of legislation and differs from the usual run of company law in that it is more akin to anti-tax avoidance legislation. It is, therefore, extremely detailed and prescriptive.
Throughout the year, I have been chairing a Working Group, drawn together by the Department for Business, Innovation and Skills (BIS) comprising business, legal and civil society representatives, which was asked to help BIS develop guidance for use by business and individuals in order to comply with the new requirements. Together we have developed a suite of guidance products to explain the provisions to companies and Limited Liability Partnerships and I am delighted that this has now been published.
The guidance covers the process of identifying and recording PSCs. It does not cover the detail of how to complete filings in relation to PSC information at Companies House. Companies House will provide separate guidance covering the filing of PSC information as part of incorporation or the annual confirmation statement, which will be required after 30th June.
As you will see, the two sets of statutory guidance defining ‘significant influence or control’ are relatively brief. The guidance for companies is much longer, as the new law is rather detailed and, in some areas, quite prescriptive. The Working Group therefore asked BIS to prepare the summary non-statutory guidance which, it is hoped, will meet the needs of the overwhelming majority of companies in a clear and concise manner.
Peter Swabey FCIS - Policy & Research Director
The guidance documents are described by BIS as follows:
Draft Statutory guidance for companies on understanding the meaning of ‘significant influence or control’ (14 pages);
Draft Statutory guidance for LLPs on understanding the meaning of ‘significant influence or control’ (10 pages);
There is separate statutory guidance for companies (including SEs) and LLPs. This is a specific guide to the meaning of one term in the PSC legislation - ‘significant influence or control’ is included in the fourth and fifth specified conditions for being a person with significant control. The statutory guidance is required to explain how that term should be interpreted. The companies’ statutory guidance has been laid in draft before Parliament and is awaiting approval. If approved, it will have a statutory footing. The LLP statutory guidance cannot be laid in Parliament until the LLP regulations have come into force. This means they will be laid in parliament on the 6 April 2016, and will come into force after sitting in Parliament for 40 days. They are provided here in draft.
Summary (non-statutory) guidance for companies on the PSC requirements (5 pages);
This guidance provides a broad overview on the PSC requirements for companies. If you have a simple company ownership and control structure, you may not need to read additional guidance.
Guidance for companies on the PSC requirements (86 pages).
This guidance provides a detailed explanation of the PSC requirements for companies. This should provide all the information that most companies need to complete their PSC registers. Very complicated or large ownership or control structures may need to seek independent advice.
BIS are also preparing guidance for PSCs themselves, which it is expected will be published in the next few days.
This guidance provides a detailed explanation of the PSC requirements for individuals who may be PSCs. This provides all the information that PSCs need to know in order to comply with the new requirements.
