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PSC register and confirmation statements
The register of people with significant control (PSC register) brings about a new requirement for almost all UK companies (including dormant companies), Societates Europaeae (SEs) and limited liability partnerships (LLPs) to keep a register of individuals who own or control their company. The new rules came into effect on 6 April 2016.
The PSC register contains details of all individuals who meet one or more of the following conditions in a company:
- An individual who directly or indirectly holds more than 25% of shares in the company.
- An individual who directly or indirectly holds more than 25% of voting rights in the company.
- An individual who holds the right either directly or indirectly to appoint or remove the majority of the board of directors of the company.
A legal entity that satisfies any of the PSC conditions, referred to in the legislation as Registrable Relevant Legal Entities (RLEs) must also be included on the PSC register. There are similar rules for companies owned or controlled by an ‘other registrable person’ who are deemed to be PSCs if they meet the relevant conditions.
Companies need to make their own PSC register available for inspection on request at the company’s registered office or provide copies. Starting from 30 June 2016, companies must deliver this information annually to the central public register at Companies House when making a confirmation statement.
The confirmation statement will replace the annual return and the change is being introduced as part of the Small Business, Enterprise and Employment (SBEE) Act 2015. The companies PSC information will need to be entered as part of the process of completing the confirmation statement. The confirmation statement must be filed at least once every 12 months and rather than resubmitting data every year the confirmation statement need only be updated if there are changes to report.
Companies that do not immediately know the identity of a PSC must take reasonable steps to identify them for the PSC register. Failure to provide accurate information on the PSC register and failure to comply with notices requiring someone to provide information are criminal offences, and may result in a fine and or a prison sentence of up to two years. There are similar reporting requirements for LLP’s.
New SME report published
New research commissioned by the Department for Business, Innovation and Skills (BIS) and carried out by the Longitudinal Small Business Survey has found that smaller businesses are taking on more staff. In a report published earlier this month, the survey of more than 15,000 owners and managers found that almost a quarter of small and medium-sized employers had more people working for them in 2015 than in 2014. Only 1 in 10 of those surveyed reported a reduction in staff, down from 21% in 2010.
Small Business Minister Anna Soubry said:
'This survey shines a light on the small businesses that drive our economy and employ millions of people across the country - and it’s good news that small firms continue to employ more people.'
The survey also found that:
- 95% of employers use the internet for work, 76% have their own website and 55% have a social media profile;
- 81% of SMEs that applied for finance secured some or all of what they asked for with bank overdrafts being the most common type of finance;
- Peer-to-peer lending and crowdfunding made up 5% of finance raised;
- Late payment problems continue with some 30% of employers reporting issues with late payments. Tackling this problem is an important component of the new Enterprise Act.
A separate survey for businesses with no employees was also carried out. The survey found that an encouraging three-quarters of these businesses made a profit in the previous year.
Employer P11D, P11D(b) and P9D deadline
Employers are reminded that the deadline for submitting the 2015-16 forms P11D, P11D(b) and P9D is fast approaching. The filing date for all the forms is 6 July 2016. Late submissions can result in penalties being issued by HMRC.
Employers making online submissions will need to correct any problems with the forms before being able to file electronically. Employers who submit paper forms with errors will receive the forms back to be corrected and re-submitted.
Where no benefits have been provided from 6 April 2015 to 5 April 2016 and a form P11D(b) or P11D(b) reminder is received, employers can either submit a 'nil' return or complete the '2015 to 2016 Employer - No return of Class 1A' form. A 'no return to make' form is available online.
Employers are also required to provide, for each employee for whom a form P11D is due, a statement of the information shown on the employee’s form. The statement should also be provided by 6 July 2016.