On 26 June 2017, changes were made to the PSC regime to ensure full compliance by the UK with the requirements of the EU Fourth Money Laundering Directive (4MLD).
This bulletin highlights the key changes and the actions companies should take to ensure that they comply with the new requirements.
For further information on the PSC regime, see our earlier bulletin.
New 14 day longstop period for updating PSC register and issuing investigatory notices
When there is a change to the information in a company's PSC register, it will now have 14 days to update it. The 14 day clock starts when the company holds all of the information that it needs to update the register (for individual PSCs, this means "confirmed" information - ie supplied by the individual, or with his knowledge, or confirmed by him as correct).
A new 14 day longstop period also applies to the issue of investigatory notices when a company knows or suspects that there has been a change to its PSC information.
New event-driven PSC filing requirements
As 4MLD requires information on the central register to be current, the requirement for annual updating of PSC information at Companies House, as part of the confirmation statement process (on form CS01), has been replaced by a requirement for event-driven notification of changes (using forms PSC01 – 09).
A company will now have a 14 day period, which starts to run the day after it has updated its PSC register, to notify Companies House of the changes.
Changes have been made to the annual confirmation statement (form CS01) to reflect the fact that it will no longer be used to notify and update PSC information; however, the revised form does include a requirement for a company to confirm that it has filed all required PSC information at Companies House.
Transitional provisions to ensure PSC information at Companies House is complete and up to date
There are transitional provisions which aim to ensure that the PSC information held at Companies House reflects all of the information in companies’ PSC registers prior to 26 June 2017.
So, by 9 July 2017, any information that has been recorded in a company’s PSC register before 26 June 2017, which has not already been notified to Companies House as part of the confirmation statement process, must be filed at Companies House (on forms PSC01-09).
Extension of the PSC regime
UK AIM companies and NEX Exchange companies (which were previously exempt) are now caught by the regime. The obligation to take steps to identify registrable PSCs/RLEs applies to such companies from 26 June 2017; however, the requirements for them to put in place a PSC register and to file information at Companies House apply from 24 July 2017.
The PSC regime has also been extended to Scottish general partnerships (where all partners are corporate bodies) and Scottish limited partnerships, with appropriate modifications to reflect their nature and structure.
- Be alert to the new 14 day longstop periods for updating/filing PSC information and issuing investigatory notices and put in place appropriate internal processes to ensure these requirements are met.
- If you have never filed a confirmation statement, file at Companies House by 9 July 2017 all information recorded in your PSC register before 26 June 2017.
- If you have previously filed a confirmation statement, file at Companies House by 9 July 2017 all changes made to your PSC register between your last confirmation statement date and 26 June 2017.
- For UK AIM companies and NEX Exchange companies, start carrying out investigations to identify your registrable PSCs/RLEs and ensure your PSC register is in place from 24 July 2017.
Please get in touch with your usual Corporate contact at DLA Piper if you would like any further guidance or advice on these changes.