The new register of people with significant control: action required by pension trustee companies

Written on 23 Mar 2016

From 6 April 2016 all UK companies (except for certain publicly listed companies) must maintain their own register of people with significant control (a ‘PSC register’). The information on the register must be provided to Companies House from 30 June 2016, as part of the filing of the Confirmation Statement (which has
replaced the Annual Return).

How does this affect pension schemes?

If a pension scheme’s trustee board is incorporated as a UK corporate trustee, that company will be subject to the requirements to maintain a PSC register. The trustee directors need to take steps to ensure that the necessary register is in place and contains the required information by 6 April 2016.

What information is kept on the PSC register?

The register records information about the individuals who ultimately own or control more than 25% of the company’s shares or voting rights, can appoint or remove the majority of the board, or who otherwise exercise significant influence or control over the company. In a corporate trustee structure this will often be the principal employer of the scheme.

If significant control is exercised through another entity which itself has to keep a PSC register or which is listed on certain stock exchanges, details about that entity must be registered instead of the individual’s details. That way the same information does not have to be recorded on multiple registers but
significant control can be tracked through chains of entities.

Who can access the PSC register?

Each PSC register is open to public inspection and the Companies House record is free to search online (residential addresses and day of birth will be suppressed).

What are the penalties for failing to comply?

A company is obliged to take reasonable steps to identify its registerable people, who in turn are obliged to provide the information to be recorded on the register. Failure to comply is a criminal offence which on conviction could lead to fines and/or imprisonment of up to two years.

What do we do if we do not know who has significant control?

The register cannot be blank. There are prescribed statements that must be entered on the register whilst the company is carrying out its investigation, or if there is no one with significant control.

Why is this being implemented?

The register forms part of a global move by governments and other organisations towards greater transparency in corporate structures, with the aim of combatting money laundering, terrorist financing and tax evasion. Whilst the UK is the first major jurisdiction to implement a public beneficial ownership register, the concept forms part of the Fourth Money Laundering Directive which will need to be implemented across the EU by June 2017.

What do I need to do now?

If the pension scheme has a corporate trustee, that company must ensure that it has a PSC register in place by 6 April 2016, and information on the register must be submitted to Companies House from 30 June 2016, as part of the filing of the Confirmation Statement (which has replaced the Annual Return).

Where can I find more detailed information?

This page
of the Osborne Clarke website has further information about the new PSC register requirements, and in particular please see this more detailed Briefing
Note
.  The government has also published guidance for companies on the new regime.