Individual investors and trust beneficiaries should already have
taken advice over rules forcing disclosure of the identities of
individuals with "significant control or influence" over
UK companies and limited liability partnerships. Such individuals
ultimately have to decide whether to step away or accept that their
names will be publicly disclosed in the UK. If they
haven't already considered their position then they should be
taking appropriate advice now without further delay.
That's the view of Ogier lawyer Alexander Curry, who is
speaking about the Register of People with Significant Control (the
PSC Register) at the International Forum on beneficial Ownership in
London this week.
The PSC Register has been in force since April (with UK filing
requirements effective since June) and this creates
responsibilities for UK-incorporated companies and limited
liability partnerships to maintain a register of all those with
"significant control and influence" – but the
legislation includes a "subjective test" that leaves a
significant grey area about what "significant control and
influence" actually means.
The definition of "significant control" includes
An objective test capturing those with more than 25% share
ownership or voting rights, and those with the power to appoint or
remove the majority of directors.
A subjective test capturing those who actually exercise or can
exercise "significant influence or control", or those who
actually exercise or can exercise "significant influence and
control" through a trust or firm that itself meets the
Alex, who has written a briefing on the rules and who
addressed a previous conference on the same subject in February in
London, said that the existence of the PSC Register should prompt
individuals to take advice from onshore and offshore lawyers about
structuring, and ultimately to choose between giving up control of
the assets in question or accepting that their details would be
He said: "Since the PSC Register came into force in the UK,
clients with entities in the UK are now having to be more in tune
with their structures.
"They need to consider whether or not as a result of the
way they have set up their existing corporate structures, they are
deemed to be a person who controls who has influence over that
"They also need to work out whether or not they wish their
details to be published in the UK and if they do not, they need to
be taking advice, both onshore and offshore, to make sure that
changes are made to protect their identities.
"There are provisions for carve-outs in certain
circumstances but these are not going to be applicable to everyone,
and should not be relied upon.
"Ultimately, the position is that you have to step away
either by selling certain assets or relinquishing control and/or
influence, or you have to accept that your name is going to be made
public in the UK."
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