Key to note is that the rules do not apply to registered societies/community benefit societies (formerly industrial and provident societies) - but they will apply to any companies within the same group.
What do we need to do now?
Don’t panic! If you haven’t familiarised yourself with the rules yet then the important thing to note is that the PSC Register shouldn’t be empty. It may be relatively easy to formulate (see ‘What next?’ below), but if you have a complicated group structure or are unsure, you can, as an interim measure, create a PSC Register that states that the company “hasn’t completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity”.
What next?
The rules are unhelpfully complex, but at a basic level you will need to identify whether there are any individuals or entities that satisfy any of the following conditions so that they are a ‘person with significant control’ (a “PSC” – i.e. an individual or a local authority) or a ‘relevant legal entity’ (a “RLE” – i.e. a corporate entity):
These conditions can be met indirectly – this scenario is shown in the group structure examples below.
Once you have identified your ‘PSCs’ or ‘RLEs’ then you will need to:
From a practical perspective we anticipate that it will be rare for a housing association to have any PSCs, except for LSVTs that have retained their local authority ‘golden share’. Any RLEs are also likely to be other group companies – the simplest way to obtain the confirmations required may therefore be for the parent to simply confirm to its subsidiaries that it is an RLE and confirm the particulars for the PSC Register. Remember that registered societies will not be RLEs.
Going forward, you will need to maintain the PSC Register and, from 30 June 2016, you will need to include details of your PSCs and RLEs when you file your annual ‘Confirmation Statement’ (the new name for the annual return) at Companies House – further guidance on this is expected from BIS.
What ‘particulars’ need to be listed on the Register?
The following information should be included on the Register:
PSCs (i.e. individuals) |
RLEs i.e. corporate entities |
| Name | Name of company |
| Nationality | Registered or principal office |
| Date of birth | Legal form and governing law |
| Country of residence (and which part of the UK, if resident in the UK) | Company registry and registration number, if applicable |
| Usual residential address – N.B. this will not be public | Date of becoming a registrable RLE (for existing RLEs, this will be 6 April 2016 |
| Service address | Which of the above conditions 1-5 are met by the RLE |
| Date of becoming a PSC (for existing PSCs, this will be 6 April 2016) | |
| Which of the above conditions 1-5 are met by the individual |
Some practical examples
Group structure 1
[media id=1092]
In the above group structure, both the parent and DevCo will need to have a PSC Register.
The parent will need to include the Council as a PSC. It may have other PSCs if any other members meet the conditions above.
Assuming the parent owns all of the shares in DevCo, the parent is the only RLE. Conditions 1-3 are likely to all apply and this should be stated in the PSC Register.
DevCo does not need to mention the Council as an indirect PSC, because it is noted in the parent’s register (and because it doesn’t have a majority share in the parent – see group structure 2).
Group structure 2
[media id=1090]
In the above group structure, the parent is not required to keep a PSC Register. The parent is the sole shareholder of DevCo but, because it is a registered society, it is not a registrable RLE and cannot therefore be inserted into DevCo’s PSC Register.
However, because the conditions outlined above can also be satisfied indirectly, DevCo needs to look ‘up the chain’ at who the shareholders of the parent are. The parent has several shareholders, including the Council that holds one third of the voting rights. However, this is not enough to meet the requirements for the Council to be classified as a PSC for DevCo, because it does not have a controlling share in the Parent.
In this scenario, DevCo’s PSC Register will state that it has no “reasonable cause to believe that there is any registrable person or registrable relevant legal entity in relation to the company".
All group structures differ and the regulations and guidance are fairly complex, so if you have any questions when formulating your own PSC Register please contact Sarah Greenhalgh.
It has been another difficult few weeks for many of us, especially those who find themselves under tier 3 restrictions.
We have submitted our response to the White Paper Consultation based on the discussion held at the “Planning for the Future - what does this mean for affordable housing” webinar we held on Fri 9 Oct
Anthony Collins Solicitors is pleased to have been ranked as a Band 1 firm once again.
Since March 2020, commercial property owners and occupiers across many sectors, whether housing associations, charities, care providers or local authorities, have been impacted by the rules regulating how they deal with their tenants and their landlords. It seems each week there is a change in policy, regulation or legislation, governing how they must respond.
On 18 September 2020, the High Court gave its decision regarding the Judicial Review of Simply Learning Tutor Agency Ltd & Others v Secretary of State for Business.
A key element of the Bill is the establishment of a duty holder regime and requirement to maintain the ‘golden thread of information’ throughout the life cycle of high-risk residential buildings
We have been working with care homes to update their contracts and advise on the risks of charging the resident a regular “top-up” or additional fee where a resident is funded through NHS CHC
The parliamentary processes are complete and the Restriction of Public Exit Payments Regulations 2020 (“the Regulations”) which cap exit payments in the public sector at £95,000 will be in force from 4 November.
As the UK’s social housing sector recovers from the initial Covid-19 outbreak and lockdown, now is the time to focus on the challenges that may emerge next.
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.