The document discusses considerations around implementing beneficial ownership disclosure requirements in the UK. It summarizes that the UK introduced a person with significant control (PSC) register requiring companies to record individuals who own or control more than 25% of the company. Over 2 million entries have been collected since its implementation 9 months ago. While it created some additional burdens, it has increased corporate transparency overall and established a foundation to further improve compliance and ensure register integrity going forward.

2. Disclosure of beneficial ownership -
implementation considerations
Jo Jones
Head of Project Delivery
Aoife Martin
Registrar of Companies for Scotland

4. Beneficial ownership: what and why?
What?
• Identify people with significant control (PSC) over the
company
• Record that information on the company’s own PSC register
• Provide that information to Companies House
Why?
• One word: Transparency

5. A trip back in time …
Companies should know who really
owns them and tax collectors and
law enforcers should be able to
obtain this information easily
“
“
G8 Lough Erne Declaration 18 June 2013

9. Beneficial ownership: what is it?
A PSC is someone in your company who:
• Owns more than 25% of the company’s shares
• Holds more than 25% of the company’s voting rights
• Holds the right to appoint or remove the majority of
directors
• Has the right to, or actually exercises significant influence
or control
• Holds the right to exercise or actually exercises significant
control over a trust or company that meets any of the other
4 conditions

10. PSC Beneficial
Ownership

13. Implementation: what we did
 Introduced PSC for the vast majority of entities
 Collected information initially through their annual filing
 Introduced a protection regime
 Made the register public, accessible and free
How did we do that?

18. https://youtu.be/6bpdpX3ceQ8

19. https://youtu.be/6bpdpX3ceQ8

25. Current situation
• PSC regime active for 9 months
• Implemented 3 years after the Lough Erne declaration
• Delivered on time and with minimum disruption
• 1.5 million companies given information – most digitally
• Over 2 million entries on the register
• Information is free
• Used by credit reference agencies, law enforcement and
government agencies

27. What have we learnt?
Companies House
• Forms slower to process
• More incorrect and incomplete transactions received
• Increased customer contact

28. What have we learnt?
Customers
• Concern that it appeared to go against government
policy on deregulation
• PSC was part of a wider suite of changes (confirmation
statement)
• They became ‘tick box happy’ – ticking every option
• They needed more assistance
but customer satisfaction was unaffected …

34. What's next: making it better
For the (filing) customer
 Improving the journey – easier to get it right first time
 Only requiring filing when things change
 Separating PSC transaction from the annual filing –
addresses complexity
For Companies House
 Easier to file = easier to examine
 Easier to file = less need for assistance
 Easier to file = increased accuracy

35. Achieving the overall outcome
PSC information increases corporate transparency
but …
 We need the right information on the register
 That means more work on compliance and register integrity
dealing with
– missing information
– incorrect information
– customers deliberately not giving us information

37. How do we ensure Integrity?
Compliance: the hierarchy
 Encourage voluntary compliance with guidance and
outreach events
 Assist companies to understand what they need to do
 Direct companies to correct mistakes by reminding them of
their legal responsibility to file accurate information
 Enforce the rules where companies deliberately don’t file

38. How do we ensure Integrity?
Compliance: everybody’s concern
 The Companies House regime is augmented by customers
 The public are our eyes
 Their many eyes help identify errors and ensure integrity
 That customers do this is a benefit of free information
Compliance + customer input = Integrity

40. Conclusion
 The last 12 months have been busy – and exciting!
 We’ve needed to be agile and flexible
 We’ve implemented the biggest step change in corporate
transparency for generations
 We’ve had no issues with the data being public
 There is a burden but it’s outweighed by the benefits
 We have further to go, but we’ve built a great foundation!