As of 6 April 2016, UK companies and limited liability partnerships are legally required to identify and record the individuals who own those entities. This information must be disclosed in an annual confirmation statement to UK Companies House.
The information will be collated on a central 'People with Significant Control' ("PSC") register which will be available for inspection at UK Companies House.
Any person searching the register must have a proper purpose, which we understand will be interpreted widely and only in limited circumstances would a request be declined.
The PSC register was designed to improve transparency and assist with the prevention of money laundering and is in line with European money laundering standards.
Who is a PSC?
An individual who meets one or more of the following conditions is a PSC:
- an individual who holds more than 25% of shares in the company;
- an individual who holds more that 25% of the voting rights in the company;
- an individual who holds the right to appoint or remove the majority of the board of directors of the company;
- an individual who has the right to exercise, or actually exercises, significant influence or control over the company; and/or
- where a trust or firm would satisfy one or more of the above conditions if it were an individual, any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of that trust or firm.
There is an obligation on UK companies to take reasonable steps to obtain and verify the information provided and to notify Companies House in the event of any changes.
A company's register cannot be left blank.
The register must include the name, service address, date of birth and usual residential address of the PSC (although this will not be available on the public, central register), the nature of the PSC's interest with a view to the categories listed above and the date upon which the individual became subject to registration.
How does this impact the Isle of Man?
PSCs are obliged to notify the company within a month of becoming a PSC. Failure to notify or respond to a notice from the company is an offence.
So, for example, a trustee of an Isle of Man law governed trust that holds shares in a UK company may be required to provide details of the trustee, settlor, beneficiary, protector (depending on the amount of control they exercise) which will then be subsequently publicly available in the UK.
The introduction of the register has been criticised for a number of reasons, these include:
- The additional costly burden and administrative headache;
- Confidentiality concerns; and
- It makes the UK less attractive for investors.
Questions have also been asked as to how compliance with the new legislation is going to be monitored.
Isle of Man Ultimate Beneficial Ownership Register
The Isle of Man has recently committed to the establishment of a central government register of beneficial ownership information. This register will not be publicly available.
The Isle of Man continues with its commitment to high standards of transparency and international cooperation which it has been at the forefront for many years.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.