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New Duties on UK Companies

1st February 2016

Owners of companies should be aware of the changes to UK company law which are gradually being implemented under the Small Business, Enterprise and Employment Act 2015 (“the Act”). Perhaps the most significant is the introduction of a requirement for companies to keep a register of “persons with significant control” (or “PSC Register”) over the company. In terms of the Act, such a person will be someone who meets one or more of the following criteria:

  • Ownership of more than 25% of the company’s shares;
  • Ownership of more than 25% of the company’s voting rights;
  • Has the right to appoint or remove a majority of the board of directors;
  • Has significant influence or control over the company; or
  • Has significant influence or control over a trust or partnership (which is not a legal entity) which has significant control over the company.

Initial guidance suggests that a person will have “control” over a company if they have the power to direct its policies and activities and that a person will have “significant influence” if he can ensure that the company adopts those policies or activities which are desired by him.

UK companies will be required to maintain and file with Companies House their PSC register from later this year and failure to do so could lead to criminal sanctions. It is hoped that the new requirements along with the other changes made by the Act will enhance transparency by providing a fuller picture of both the legal and beneficial ownership of companies.

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