Companies House: Reporting on a company’s beneficial ownership

On 10 January 2020, the Fifth Anti-Money Laundering Directive (5MLD) was implemented. Under this new directive (which updates the previous guidelines published in 2017), Regulation 30A was introduced to make the measures relating to customer due diligence more robust.

Introduction of regulation 30A

Regulation 30A sets out that:

• Any obliged entity has an obligation to report discrepancies in beneficial ownership of a company to Companies House; and
• The Registrar of Companies must subsequently take appropriate action to then investigate these reports.

In relation to this new regulation, ‘discrepancy’ is not defined, however they are to be interpreted as any material differences, or differences which are identified between the PSC information which Companies House holds for a company and any documentation or records which the obliged entity holds for the company in question.

What is a “discrepancy” under regulation 30A?

Despite not being defined within the regulation, a discrepancy may relate to:

• A person listed as a PSC;
• A missing PSC;
• A PSC exemption;
• A PSC type;
• The address of a PSC;
• A PSC’s place of registration;
• A PSC’s date of birth;
• The legal form of a PSC; or
• A company’s statement.

If the obliged entity has clearly identified that the beneficial ownership differs between the two sources of information, they are under a duty to report this to the Registrar of Companies.

For the purposes of Regulation 30A, an obliged entity is:

• Credit institutions;
• Financial institutions;
• Auditors, insolvency practitioners, external accountants and tax advisors;
• Notaries and other independent legal professionals;
• Trust or company service providers;
• Estate agents, including when acting as intermediaries;
• Other persons trading goods in cash amounting to 10,000 euros or more;
• Gambling services;
• Exchange services between virtual and fiat currencies;
• Custodian wallet providers;
• Art dealers in galleries and auction houses; and
• Art dealers in free ports.

Discrepancy report

If a discrepancy is identified by the obliged entity when they are establishing a new business relationship with a company (after 10 January 2020), a Discrepancy Report must be filed. It must be filed as soon as reasonably practicable.

Due to the requirement that reports must be filed as soon as reasonably practicable, bulk reporting is not permitted. Each report must be filed on a case by case basis, and reports must not be ‘stockpiled’ and made on a periodic basis.

It is possible to make a Discrepancy Report online via the gov.uk website, and the following information should be included within this report:

• Name and type of business of the obliged entity making the report
• Date when the discrepancy was first noticed
• Full name, email address and contact telephone number of the person making the report
• Business address of the obliged entity making the report
• Company name and number of the entity being reported as having a discrepancy
• The type of discrepancy – for example if it relates to a person, an RLE, a statement or a missing PSC
• Details of the discrepancy – such as an incorrect address or an invalid PSC statement

Once the report is received by Companies House, it will be reviewed and investigated. The company which the report pertains to will not be made aware that a report has been made about them.

If Companies House deem the report to be serious enough in nature, the company in question will be contacted directly. Companies House will request that the company give their comments in respect of the inconsistency, and request that they rectify the issue to ensure the PSC is accurate going forward.

More information

For more information, please contact a member of the Corporate & Commercial team on 01789 293259, or via email.