The transparency register in the 4th AML directive in the United Kingdom

The relevant provisions are implemented in the UK through the Persons with Significant Control ("PSC") regime. The PSC regime is set out in Part 21A and Schedule 1A and 1B of the Companies Act 2006, which were inserted by the Small Business, Enterprise and Employment Act 2015 and were subsequently amended by the Information about People with Significant Control (Amendment) Regulations 2017 and the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 and most recently by the Money Laundering and Terrorist Financing (Amendment) Regulations 2019, which implement the 5th Anti-Money Laundering Directive.

Yes.

Upon the receipt of an investigation notice, the recipient has one month to provide the UK legal entity with the information requested.

Even if not served with an investigation notice, a person who thinks they should be recorded in a UK legal entity’s register has an obligation to proactively notify the UK legal entity. Among others, this includes individuals or corporations that are registered holders of more than 25% of the shares in the legal entity, but in some circumstances the registrable persons will instead be individuals or corporations that directly or indirectly control such registered holders. The person recorded on the register must also notify the legal entity of any changes in the person’s details or if the person ceases to be registrable.

Yes.

Each legal entity itself must take reasonable steps to identify any UBOs or others that are registrable. In particular, it must send out an investigation notice to anyone whom it knows or has reasonable cause to believe to be registrable, requiring them to state whether they are registrable and to supply or confirm particulars. The legal entity must also keep the register up to date, sending out investigation notices if it has reasonable cause to believe that a change has occurred.

The legal entity, which must keep its register up to date and make various filings at Companies House.

UK companies whose shares are listed on a regulated market in an EEA state (including the UK Main Market (the Official List) of the London Stock Exchange, but not including the AIM Market) or on certain markets in Israel, Japan, Switzerland and the USA that are specified in Schedule 1 to The Register of People with Significant Control Regulations 2016 are not required to maintain a register, but they are still obliged to notify a UK legal entity if they think that they should be recorded in the entity’s register.

Legal entities must enter the details of each UBO or other registrable person in its internal register within 14 days of the details being confirmed or ascertained. Within 14 days of doing so, the legal entities must also provide the details to Companies House.

Legal entities must keep the UBO information in their register updated, and must notify changes, and discrepancies, to Companies House within the required periods. 

The Registrar of Companies is required to take appropriate action to investigate and, if necessary, to resolve discrepancies.

There is a range of sanctions for non-compliance with the Act, including restrictions on the relevant shares/ partnership interests, so that all voting, dividend and other share/partnership interest rights would be suspended and no transfers would be permissible without a court order.

The legal entity keeps the register and must make regular filings reflecting the contents of the register with Companies House.

Reporting obligations on the legal entity of discrepancies between information reported to it in respect of UBOs and information otherwise available to it from the carrying out of its relevant duties.