Guidance

Report a discrepancy about a beneficial owner on the PSC register by an obliged entity

How to tell Companies House if the information you hold, as an obliged entity, about a beneficial owner is different from the information on the people with significant control (PSC) register.

On 10 January 2020, the Fifth Anti-Money Laundering Directive (5MLD) came into force in the UK through the Money Laundering and Terrorist Financing (Amendment) Regulations 2019.

This means that obliged entities must tell Companies House if there’s a discrepancy between the information that they hold about a beneficial owner of a company, limited liability partnership, or Scottish limited or qualifying partnership and the information that’s on the public people with significant control (PSC) register.

A beneficial owner does not have the same definition as a PSC. The requirement to report discrepancies is based on the Companies Act definition of a PSC.

What an obliged entity is

Obliged entities include:

  • 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
  • art dealers in free ports

What a discrepancy is

The purpose behind discrepancy reporting is to ensure that the information on the PSC register is adequate, accurate and current. ‘Discrepancy’ is not defined in 5MLD, but the UK government’s interpretation of the intention is for material differences to be reported.

A discrepancy exists when the relevant entity has information that clearly indicates that the PSC information recorded by Companies House is inaccurate. The focus is on clear factual errors, not typing mistakes.

This could include a discrepancy with a:

  • person listed as a PSC
  • missing PSC
  • PSC exemption
  • PSC type
  • address
  • place of registration
  • date of birth
  • legal form
  • company statement

It is not a discrepancy when the relevant entity holds information that goes beyond (or is of a different nature from) that required for the PSC register.

For example, a spelling error would not be considered a material discrepancy - such as Jon Smith instead of John Smith, or a missing or slightly different spelling of a middle name.

In this instance, obliged entities should encourage the company to contact us to resolve the discrepancy.

Information about PSCs on the Companies House register

Individual registrable person

Information about an individual registrable person includes:

  • their name
  • their service address
  • the part of the UK (or country or state) where they usually live
  • their nationality
  • their day and month of birth
  • the date that they became a registrable person for the company
  • the nature of control over the company
  • any restrictions regarding the disclosure of their identity as a PSC

Information about a registrable RLE includes:

  • a corporate or firm name
  • a registered or principal office
  • legal form and the law by which it is governed
  • the register of companies in which it is entered (including details of the state) and its registration number
  • the date that it became the company’s RLE
  • its nature of control over the company

Other registrable person (ORP)

Information about an ORP, such as a local authority or corporate sole, includes:

  • a name
  • a principal office
  • a legal form and the law by which it is governed
  • the date that they became a registrable person for the company
  • the nature of control over the company

When to make a discrepancy report

A report is required if a discrepancy is found when a new business relationship is being set up between an obliged entity and a customer as from 10 January 2020.

Obliged entities should report a discrepancy as soon as reasonably possible. This means that bulk reporting on a periodic basis is not permitted. This would delay updates to the register, meaning that the data on the PSC register is not as up to date as it should be (which is the purpose of this measure).

A discrepancy report is not a substitute for a Suspicious Activity Report (SAR). The requirement to submit a SAR where appropriate continues.

Type of discrepancy

To help you select the correct option in this section of the survey, you should consider the following guidance.

Person

Report a discrepancy with an existing person. For example:

  • name
  • nature of control
  • date of birth
  • inactive

Company

Report a discrepancy with an existing company or RLE. For example:

  • nature of control
  • governing law
  • legal form
  • inactive

Other registered person

Report a discrepancy with an existing ORP. For example:

  • nature of control
  • legal form
  • governing law

See chapter 7.4.10 of the PSC guidance for more information.

Statement

Report a discrepancy with an existing PSC statement. For example, duplicate, incorrect or missing.

PSC type incorrect

Report a discrepancy where the existing listing on the register is incorrect. For example, the company has stated that they do not have a PSC but there is a shareholder who would qualify, or a person has been notified as an RLE.

PSC missing

Report a person, RLE or ORP who qualifies but is not included in the register. For example, there are 2 qualifying shareholders but only one on the register.

Exemption

Report a discrepancy with the exemption statement. For example, we have been notified that they are listed on an EEA market, but they are actually listed on a UK market.

Make a report

Smart Survey is certified to both Cyber Essentials, which is a government backed scheme, and the internationally recognised ISO 27001 Information Security standard. The information is held in UK datacentres.

Read our privacy statement before you make a report.

Information to include in the discrepancy report

When making a report, obliged entities should include the:

  • 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

If a beneficial owner’s correspondence address is different from the service address on the Companies House PSC register

The address shown for a PSC on Companies House records is a service address - this does not have to be their home address. Obliged entities should take this into consideration.

PSCs must provide their home address to Companies House, but it’s kept on a private register. It’s only available on request to credit reference agencies and certain specified public authorities.

As the PSC’s home address is not available on the public register, it might not necessarily be a discrepancy if it does not match the address given to an obliged entity.

If you are testing the reporting tool and not making an actual report - mark the submission as “test” within your organisation details.

After the report is received by Companies House

We will investigate the discrepancy. If it is valid, we’ll contact the company to ask for their comments and request that they resolve the discrepancy to make sure the PSC register is up to date.

After investigating, if a discrepancy is not resolved we may consider removing incorrect information from the register.

The company will not be informed that a discrepancy report has been made about their PSC register information. We will tell the obliged entity the outcome of our investigation.

Privacy statement

What personal data we collect

The personal information we collect is:

  • name of the obliged entity (if an individual)
  • name of the PSC who is the subject of the discrepancy
  • the email address of the obliged entity (if an individual)
  • the telephone number of the obliged entity (if an individual)
  • the postal address of the obliged entity (if an individual)
  • the nationality of the PSC who is the subject of the discrepancy
  • the postal address of the PSC who is the subject of the discrepancy
  • the title or position of the PSC who is the subject of the discrepancy
  • any other personal information voluntarily provided by the person submitting the report

 How the personal data is used

The data provided by the obliged entity is compared with the relevant data on the public register. If necessary, the data on the public register will be corrected and annotated.

The personal data of the obliged entity will be used to contact the obliged entity for more information if needed and to return information on the outcome of the discrepancy report. The data will be stored on the Companies House register along with the associated discrepancy report.

The personal data of the obliged entity and the personal data of the PSC identified in the discrepancy report will not be made available to the public although the data may already be on the public register for filing purposes.

The basis for the use of this data is to comply with a legal obligation to which Companies House is subject.

 Where the data is stored

The data is stored temporarily on a third party’s system in the UK. The data is expected to be stored there for no longer than a day.

The data will be held on the PSC register in Companies House but not on the public register.

 How long the personal data is retained

Companies House will hold the personal data of the obliged entity and the personal data of the PSC in the discrepancy report on its PSC register for 10 years.

Individual rights

The GDPR provides certain rights that individuals may exercise in respect of their own personal data. If you want to exercise any of these rights, please contact the DPO.

 Complaints

If you have a complaint about the way we’re managing your personal data, you can let us know in the first instance by writing to dpo@companieshouse.gov.uk.

If you’re still dissatisfied, you can raise your concerns with:

The Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF

Published 10 January 2020