Last week, the NHF published its final version of its new Code of Governance and made some important changes from the previous draft that will impact on those housing associations looking to adopt it.
What is a PSC Register?
The PSC register is a new statutory register that most UK companies and LLPs (including charitable companies) will be required to keep from 6th April 2016 as a result of the changes introduced by the Small Business, Enterprise and Employment Act 2015. The aim of the legislation is to ensure that individuals who are ultimate beneficial owners or controllers of a company are identified and details of their interests are made public.
Do you need to maintain a PSC Register?
The requirement to keep a PSC Register applies to most UK companies, including charitable companies, dormant companies and LLPs. So the requirement applies to not for profit organisations that are incorporated as companies (including companies limited by guarantee and community interest companies and to wholly owned subsidiary trading companies.
Where do you start?
You must take reasonable steps to find out whether there are any persons who have significant control or influence over the company.
Once you have the information, you must then include it on the PSC Register. The PSC Register must be filed at Companies House following 30 June 2016 when filing the company’s confirmation statement (the replacement for the annual return). You must keep the information on the PSC Register up to date.
Who is a person with significant control?
A PSC is an individual who meets one or more of the following conditions:
- owns more than 25% of the shares in a company
- holds more than 25% of the voting rights in a company
- has the right to appoint or remove a majority of the board of directors
- has the right to exercise or actually exercises significant influence or control
- has the right to exercise or actually exercises significant influence or control over a trust or firm (which trust or firm would be a PSC, were it an individual)
‘Significant influence” or ‘significant control’ are alternatives and include:
- being significantly involved in the management and direction of the company (e.g. a person who is regularly consulted on and influences board decisions); and
- having recommendations always or almost always followed by those who hold the majority of the voting rights in the company.
In the following example Charitable Company A has no PSCs. It has 5 trustees who are the only members of the company. As such, each person has just 20% of the voting rights in the company.
In this second example Charitable Company B has just two members and each of them is a PSC.
What information needs to be included?
You must record in the register the PSC’s
- date of birth;
- country, state or part of the UK where the PSC usually lives (England, Wales, Scotland or Northern Ireland);
- usual residential address (not publicly available);
- the date the person became a PSC of that charitable company;
- which of the conditions the PSC meets; and
- any restrictions on disclosing the PSC’s information.
If you have taken all reasonable steps and are comfortable that there are no PSCs, you will need to note this in the PSC Register. The guidance states that the register must say “The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company”.
You must not leave the register blank.
As the end of 2020 beckons, we take a look at what progress the Sterling market has made in its preparations for the end of the London Interbank Offered Rate (LIBOR) on 31 December 2021.
Finally, there is a glimmer of hope that perhaps the Covid-19 pandemic could be reaching its end.
For part 2 in this series of short podcasts, Chris Lloyd-Smith interviews senior associate Lisa Whitehouse on how she has been coping during these unprecedented times.
Delayed since Spring 2020 as the Government tackled the Covid-19 crisis, Tuesday 17 November saw the publication of the Social Housing White Paper, setting out the future regulation of the sector
In this ebriefing, we examine how the duty holder regime will apply to social housing providers with existing HRRBs in their housing stock.
Following Katherine's "heads up" last week, the Government has now confirmed that for claim periods post 1 December, employers will not be able to claim for employees who are serving their notice
For part 1 in this series of short podcasts, Chris Lloyd-Smith interviews solicitor Puja Desai on how she has been coping during these unprecedented times.
Over 100 trainees and future trainees from Birmingham joined the BTSS for a webinar to address concerns around training remotely and qualifying during a possible recession.
Anthony Collins Solicitors has supported Birmingham-based Complete Care Holdings in its acquisition of Amegreen Complex Homecare Ltd.
To receive invitations to our events, as well as information and articles on legal issues and sector developments that are of interest to you, please sign up to Newsroom.