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Who are you contracting with?

The Panamanian law firm Mossack Fonseca hit the headlines for a few days in early April following a major leak of data to a German newspaper showing that complex corporate structures were created in a bid to conceal the identity of the ultimate owner.

How appropriate that in the same week a key change to UK company law came into force via the Small Business, Enterprise and Employment Act 2015. This Act introduced the requirement for all UK companies and LLPs to create and maintain a register of Persons with Significant Control (“PSC Register”).

The 2015 Act introduced a number of changes to UK company law and the PSC Register is just one measure designed to increase corporate transparency around beneficial ownership while at the same time streamlining the company administration process.

All UK companies and LLPs must by now have created a PSC Register. There is no set format for this however it is required to contain certain information. The PSC Register will form part of the statutory books of the company or LLP.  

From 30 June 2016, the Annual Return will be replaced with an annual ‘confirmation statement’. At the same time as submitting their ‘confirmation statement’, the company or LLP must also submit their PSC Register to the Registrar of Companies.  There is a continuing obligation on companies and LLPs to keep the PSC Register up to date.

Failure to create and maintain a PSC Register is a criminal offence. It is therefore extremely important that both companies and LLPs and those who are considered to be Persons of Significant Control (“PSCs”) within those entities comply with these requirements.

Other new measures introduced under the 2015 Act include (as already mentioned), the abolition of the Annual Return and the introduction of an annual ‘confirmation statement, simplification of the process allowing an individual who did not consent to being a company director to have their name removed from the public register held by the Registrar of Companies and the introduction of a new process to allow the Registered Office of a company or LLP to be changed where that address is being used without authority. 

If you require any advice or assistance in relation to the introduction of this Act and its consequences, please contact Kirstin Ejsmont or call 01224 632 464.



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