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Persons having significant control- Rebecca Wilding -Goodman Grant

The requirement to keep a register of people with significant control, or the ‘PSC register’, was introduced on 6 April 2016. Since then, all UK private limited companies – including incorporated dental practices – are legally required to maintain a statutory register with information about the people who have significant control or influence over them.

Despite this having been made a legal requirement over a year ago, it remains the case that many dental practitioners who own either all or the majority of the shares in an incorporated dental practice have failed to file their PSC documentation correctly with Companies House. This is putting many dental professionals at risk, since failure to comply with these new regulations is classed as a criminal offence and may result in either a fine or a prison sentence of up to two years. As such, it is crucial that all dentists who are identified as the director of an incorporated practice complete the correct paperwork immediately.

 

Firstly, any and all PSCs must be identified – these are individuals who:

1.    Hold directly or indirectly more than 25 per cent of the company’s overall shares

2.     Hold directly or indirectly more than 25 per cent of the company’s voting rights

3.    Hold the right directly or indirectly to appoint or remove the majority of the board of directors of the company

4.    Are in the position to exercise significant influence or control over the company

5.     Have influence or control over a trust or firm where they satisfy points one to four and have the right to exercise or actually exercise significant influence or control over the trust or firm.

In most cases, this will be either the company’s sole director – the practice’s principal. Once all PSCs have been registered, their details must be recorded on the company’s own in-house PSC register. It is crucial that this be kept up-to-date and accessible, since it will likely be considered in any due diligence checks if the company is being sold in the future. The register must include:

 

·      The individual’s name

·      Their date of birth

·      Their nationality

·      The service address

·      Their residential address

·      The nature and extent of their control of the company

 

Once the information has been collected and logged, it should be filed with Companies House as part of the annual Confirmation Statement. Since the deadline for this has now expired, it is essential that all information be passed to Companies House as soon as possible, to ensure that there are no legal repercussions for the company.

Similarly, it is essential that the director keeps their company’s PSC register up-to-date. They must amend the register if anything changes and is responsible for updating the information at Companies House when the next Confirmation Statement is made.

 

If you believe that there is no one in the company that meets the specific criteria of being a PSC, you must still fill out the register and submit it to Companies House, with the addendum: The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company. It is vital that the register is not left empty.

These rules apply to all companies, regardless of whether it is dormant or not. They do not apply, however to unregistered companies, trusts or Limited Liability Partnerships – so it is important for dental professionals to fully understand the nature of their company and ensure that the correct documentation has been made.

It should also be remembered that all PSC information should be kept for at least ten years after an individual has stopped being a PSC of the company – and their details will be kept by Companies House indefinitely. This is an important consideration, particularly for dental professionals who have not filed their PSC registers on time and have recently lost a significant part of the company. It will be necessary in this instance to include the details of any previous PSCs, even if they have already left.

If you are unsure about any aspect about the PSC register, or need assistance completing your register, contact the team at Goodman Grant Solicitors, who will be able to assist you.

 

Rebecca Wilding from Goodman Grant Solicitors – contact on This email address is being protected from spambots. You need JavaScript enabled to view it.

 

For more information, visit the Goodman Grant website at www.goodmangrant.co.uk or call us on:

Leeds office: 0113 834 3705

London office: 0203 114 2133

Liverpool office: 0151 707 0090

 

 

Don’t fear the dentist -Christopher Cox A-dec
The endodontist’s toolbox - Mark Allen COLTENE

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