Control of your company – are you on top? – Michael Lansdell

  Posted by: Dental Design      2nd March 2018

You own a dental practice – but who is really in control? Most practice owners would probably reply their practice manager, without whom the place would quickly fall apart!

Jokes aside, there is a legal requirement to keep the information about who owns and controls a private company up-to-date.

Since 2016, the details of all persons with significant control (PSCs) over ownership or management for all limited liability partnerships (LLPs) and unlisted companies have had to be registered. The rule was widened a year later, to include unregistered companies and some listed companies. This means, if there is any change to your PSC register, you must update it within 14 days, with another 14 days to get this information to Companies House (this came into affect in July 2017). If you are in Scotland, you will not have a PSC register, but you must still notify Companies House within the 14-day deadline.

If an individual owns more than 25 per cent of the shares and/or voting rights, and is permitted to remove or appoint the majority of the board of directors, they will be a PSC. But PSCs can also be identified if they can exercise significant influence or control over the proceedings of your practice.

To use an example, if you have six equal shareholders with corresponding voting rights, none of them would be identified as a PSC because they would not meet the ‘must own more than 25 per cent of shares and/or voting rights’ criteria. This is unless they have agreed to exercise their voting together. To illustrate this a different way, if your practice has two equal shareholders, you and your spouse, with voting rights divided between you and no one else with influence or control, you be the only PSCs. If you are acting independently, the fact that you are married is not relevant. The same would apply if you were related in any other way.

If you are owned by another company or by a partnership or trust, it’s slightly less straightforward. Usually, the PSC register of subsidiary will not look at anyone beyond the immediate ‘owner’. But if the trust or firm satisfies the conditions for ownership or control, the PSC will be any individual with influence over that trust/firm.

It should also be noted that even if your practice does not have any PSCs, this must still be declared and a PSC register kept.

What you need to do

Identify your PSCs and make sure that all the required information is current. Because most of this info – which includes some personal details, plus the date they became a PSC and the conditions they meet to be identified as such – will appear on the public register, all reasonable steps must be taken to ensure that it is up-to-date. If a PSC changes address, or if their shareholding changes, this must be logged accordingly and sent to Companies House. If you don’t keep on top of this, it is a criminal offence.

The ‘nuts and bolts’ of practice ownership can be hard. The support of experts can ensure its smooth running, allowing you to focus on providing high-quality dental care. Chartered accountants/business tax advisors Lansdell & Rose have years of experience helping dental practices meet legal requirements and run a profitable operation.

Who really owns and controls a private company (even when shares are in nominees’ names) is a matter of public record, so you must stay in the law when changes are made. Corporate transparency is fundamental to running an efficient practice – so keep on top of the requirements!

To find out more, call Lansdell & Rose on 020 7376 9333,

Or visit www.lansdellrose.co.uk

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