Chapter III of the Fourth Money Laundering Directive (2015/849) introducing obligations in relation to the beneficial ownership of companies and other legal entities, comes into force on 26th June 2017.
The requirement to keep a register showing beneficial ownership has been in force since April 2016, when part of the directive was introduced into domestic law by the Small Business, Enterprise and Employment Act 2015, which inserted a new Part 21A into the Companies Act 2006. This placed an obligation on companies to keep a register showing the persons with significant control (PSC) of the company, and to make that register public. Companies House would receive a company’s PSC details when the company filed its confirmation statement (form CS01), which replaced the annual return in June 2016.
With effect from 26th June 2017, PSC will no longer be updated on the confirmation statement, but forms PSC01 to PSC09 will have to be used instead to notify Companies House whenever there is a change. The new deadline is 14 days to update the PSC register and another 14 days to file the information with Companies House. What this effectively achieves is that the PSC information publicly available on a company should never be more than 28 days out of date.
The other significant change is that the requirement to keep a PSC register has now been extended to other types of legal entities that weren’t caught under previous legislation. From 24th July, active Scottish Limited Partnerships must register PSC information and inform Companies House of any changes within 14 days. General Scottish Partnerships, where all the partners are corporate bodies, also need to register PSC information from 24th July.
Additionally, the exemption regime for certain companies may change, so that companies previously exempt may now need to send PSC information to Companies House when changes take place. Currently, companies subject to the Chapter 5 of the FCA’s Disclosure Guidance and Transparency Rules (DTR5) are exempt from requirements to hold information about their PSC. From 26th June, if the company is traded on an EEA or Schedule 1 specified market, it’s still exempt. If the company isn’t exempt, it will need to submit PSC information when changes take place.
Contact our award-winning corporate team should you have any concerns around remaining compliant with the new regulations.