Notification to Companies House of changes in Persons with Significant Control

26th July, 2017

Most Company Directors will be aware that the requirement to file an Annual Return at Companies House for all Limited Companies was replaced last year with a requirement to file a Confirmation Statement annually at Companies House. The Confirmation Statement serves to confirm details that are held at Companies House about the Company. It also included a new disclosure, Persons with Significant Control, that makes clear who controls or exercises significant control over the Company.

The regulations have changed again and there is now a requirement to notify Companies House of any changes in respect of Persons with Significant Control within 28 days of the change. Failing to provide accurate information on Persons with Significant Control is a criminal offence and could be subject to a fine.

All company directors therefore need to inform their accountants of any changes in either the number of shares that any shareholder owns or the personal details of any shareholder, so that these changes are reflected on the Company House records in time. If companies deal with their own Company Secretarial matters, they need to ensure they have systems in place to provide such changed information direct to Companies House before the 28 day deadline. This would include the following situations:

If someone buys shares in the company for the first time and their total shareholding exceeds 25% of the company’s share capital
Any address or name change for any shareholder who owns more than 25% of the company’s share capital
An existing shareholder buys additional shares in the company and their total shareholding exceeds 25% of the company’s share capital
An existing shareholder who owns more than 25% of the company’s share capital sells any of their shares

In most situations it is likely that you already make your accountant aware of any changes that affect directors, company secretaries and shareholders, but we would remind you to be vigilant of the importance of updating your advisers immediately or preferably in advance of any change that takes place in view of this new legislation and the new deadline set.

LLPs are obliged to notify Companies House if there are any significant changes to the controlling parties of the LLP. If you have any questions regarding this please contact us.

Author: Tim Smith

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