The Fourth Money Laundering Directive (MLD4) was implemented on 26th June 2017, but how does this practically affect the filing requirements for registered companies?
This guide is aimed to cut through the legal jargon, and drill down to the practical implications for company secretaries and explain your new filing responsibilities. We have included case studies based on common company activities, which you can relate to easily understand your new filing requirements.
So what changed on 26th June?
Companies House have introduced new Persons of Significant Control forms. Prior to 26th June you would notify Companies House of any changes to PSC details via the Confirmation Statement. From the 26th June you must now notify Companies House via the appropriate PSC form and the Confirmation Statement will no longer be used for this purpose.
The Confirmations Statement should now only be filed to notify Companies House that all the information on the public record is up-to-date, very much like the old Annual Return.
So any changes to PSC details (such as the name, address or a change in PSC structure) must be submitted to Companies House prior to the Confirmation Statement being filed.
Any changes to PSC details must be recorded in the PSC register within 14 days, and filed with Companies House within 14 days, so you have 28 days from the change to record in your PSC register and notify Companies House.
Case Studies
We have provided below key company activities and what the filing requirements will be based on the example.
Case Study one – I have not yet submitted the first Confirmation Statement – what do I need to file?
You must notify Companies House of the PSC details prior to filing the first Confirmation Statement. Once this has been accepted by Companies House you can file the first Confirmation Statement.
Case study two – Allotment of shares which has subsequently changed the PSC structure
Prior to the change you would file a SH01 and inform Companies House of the PSC details on the Confirmation Statement. You must now file the new PSC statements as well as the SH01.
For example, if a new share allotment changes the PSC structure, you will need to notify Companies House that there is a new PSC and their nature of control, plus state that the nature of control for the existing PSC has changed. You will also then need to file the SH01.
The same would also apply to a transfer of shares that changes the PSC structure, only you would not need to file the SH01.
Case study three – Change of particulars for a Director that are also a PSC
If a Director has a change of particulars, such has a new surname or address you will need to file the usual CH01. In addition to this you must also file the appropriate change of particulars PSC form with Companies House.
Case study four – No changes from the last Confirmation Statement
Simply file a Confirmation Statement when due to state that the information held on the public record is up-to-date.
In Review
So in review the changes have resulted in a requirement for company secretaries to consider what has changed in a company, and how this impacts the filing requirements in relation to PSC’s.
Company Secretarial Software
If you are using Secretarial Software to manage your portfolio you should expect this to be fully updated, not only legislatively, but also provide you as much guidance and help to determine what needs to be filed and when.
Let our First Order Filing Centre Guide You!
So, based on case study two…
There was an existing shareholder holding one share. The PSC statements for that person would be:-
Person A
- The person holds, directly or indirectly, 75% or more of the shares in the company.
- The person holds, directly or indirectly, 75% or more of the voting rights in the company
- The person holds the right, directly or indirectly, to appoint or remove a majority of the board of directors.
A further share has been allotted to a new person. This will result in a change to the PSC structure:-
Person A
- The person holds, directly or indirectly, more than 25% but not more than 50% of the shares in the company.
- The person holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company.
Person B
- The person holds, directly or indirectly, more than 25% but not more than 50% of the shares in the company.
- The person holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company.
So what needs to be filed? Simply use our Filing Centre to guide you!
Our Secretarial system – First Order is of course fully updated with the changes. In addition to this we have introduced a new Filing Centre which removed much of the thought process following a company change (such as detailed in the case studies) and what PSC statements need to be filed. You simply go to the Filing Centre, and the required filings will be available for you to simply to tick and submit to Companies House in bulk. Your PSC Register will also be updated automatically with the new structure.
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