CORPORATE

Whose Company is it anyway?

What the Small Business, Enterprise and Employment Act 2015 means for you… (spoiler alert more red tape) 

 

Will it affect my business?

  • YES! - if you are a company (whether limited by shares or guarantee) or LLP incorporated in the UK.

What’s new?

  • You need to start keeping a register of people with significant control (“PSC”) as part of your company register.
  • The Annual Return is being replaced with a confirmation statement which must be filed at least once a year and which will include the new PSC information.
  • You can no longer have corporate directors (subject to limited exceptions). If you have a corporate director – you will need to take action to either explain how they fit into one of the limited exceptions or remove them from the register. 


What is a PSC?

A PSC is someone who:-

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


Whose responsibility is this?

  • Both the Company and the PSC are responsible.
  • It is up to companies to take reasonable steps to find out who PSCs are and to collect the requisite information. They must be able to demonstrate they have done so (and in relevant cases confirmed the information with the PSC) – including contacting both the PSC and others that might have this information (standard notices are available on Companies House site).
  • It is up to PSCs to notify the Company where they know they are a PSC and to provide relevant information. 

When does it come into force?

  • The PSC register became a requirement in April 2016
  • The Annual Return is replaced from June 2016
  • Corporate directors to be abolished in October 2016 

What happens if you don’t comply?

  • Directors, PSCs and others should bear in mind that failure to provide accurate information on the PSC register and failure to comply with notices requiring someone to provide information are criminal offences and may result in a fine or a prison sentence of up to two years.
  • The register must be kept up to date at all times and there are pro forma statements on the Companies House site – even if there are no PSCs or information is awaited there are pro forma statements to this effect that should be recorded in the Company’s register. It can’t be blank.
  • If someone does not respond to a request for information you can place restrictions on their rights in respect of the company or the shares so that until the restrictions are lifted they cannot receive any benefit.  

BREAKFAST BRIEFING

MMW will be hosting a breakfast seminar at our office at Imperial House, 4-10 Donegall Square East, Belfast at 10 am on Thursday 2nd June 2016.  A representative from Companies House will be providing further information on the above matters and guidance on how the recent changes in the legislation may affect you. We confirm that this seminar is provided free of charge and refreshments will be provided on the morning.

Please note that we have limited places available for this seminar and therefore should you wish to attend please confirm your place by email to eimhear.okane@mmwlegal.com

 

 

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