EU Market Abuse Regulation
Regardless of the result of today's referendum, the EU Market Abuse Regulation will come into force in the UK on 3 July 2016.
Published 30 June 2016
Commencing 30 June, companies incorporated in the UK are required to notify Companies House of their PSCs (persons with significant control) or RLE (relevant legal entity). This information will be reported in an annual confirmation statement, a new form of filing which replaces the annual return.
Companies need to be ready for this change and should seek to complete their enquiries about PSCs ahead of submitting their first annual confirmation statements.
In addition to information about PSCs, the confirmation statement requires a company to confirm any changes to its:
The confirmation statement must be filed at least once a year, within 14 days of the end of a "review period", which for existing companies will be 12 months beginning the day after the last review period (or, in this first year, 12 months beginning on the last annual return reporting date).
A company should be sure that, prior to completing any PSC details in the confirmation statement, it has served notice on the PSC requiring the person concerned to:
The confirmation statement will require every company to report details of each of its PSCs, including the person's name, nationality, country of residence, service address, residential address, the date he, she or it became a PSC, and which of the conditions of being a PSC was met. While the residential address and full date of birth of the PSC must be reported, the residential address will not appear on the public record and only the month and year of birth will be shown.
If a company does not have a PSC, has not yet identified its PSC, or the details are not yet confirmed with the PSC, the PSC register should contain one of the following prescribed statements, which will also appear on the company's confirmation statement and therefore on the public record:
The confirmation statement should streamline a company's annual reporting obligations as only those details that have changed since the last statement are to be reported. No longer will companies have to complete lengthy statements of capital and shareholder lists if no changes have occurred since the last filing. However, we expect initially that confirmation statements – particularly in the first year – will require additional time and attention. Accordingly, companies should be sure to allocate time over and above that usually required for the preparation of an annual return.
Further guidance on the confirmation statement and PSC reporting obligations may be found here: https://www.gov.uk/government/publications/confirmation-statement/confirmation-statement