People with Significant Control are those with more than 25% of the shares or voting rights in a company. More on this below.
UK companies are required to prepare and maintain a register of their PSCs – this includes charities’ trading subsidiaries and not-for-profit companies. The regime came into effect on 6 April 2016. All PSC information held at Companies House must be current and fully up to date.
The PSC regime applies to all unlisted UK companies, all UK incorporated LLPs, and all UK registered Societas Europaea. It was implemented to increase transparency about the identity of those in control of companies to assist with tackling illegal activities such as money laundering, tax evasion and terrorism funding.
What do you need to do?
Identify your PSCs and list them in a PSC register. The register should be placed on the company’s statutory books along with the other registers you are legally required to keep at the company’s registered office.
If there are any changes to the PSC information, then Companies House must be notified within 28 days of the change using forms PSC01 to PSC09 and you must update the company’s PSC register within 14 days of the change.
PSC information must also be recorded on the annual Confirmation Statement submitted to Companies House.
Who is a PSC?
A PSC is someone who:
- has direct or indirect ownership of more than 25% of the shares in the company;
- has direct or indirect control of more than 25% of the voting rights in the company;
- has direct or indirect right to appoint or remove a majority of the board of directors;
- actually exercises or has the right to exercise significant influence or control over a company*; and/ or
- actually exercises or has the right to exercise significant influence or control over activities of a trust or firm which is not a legal entity, which in turn satisfies any of the first four conditions over the company.
UK entities (and possibly others) that fulfil at least one of these criteria are classed as a relevant legal entity (“RLE”) and are under the same disclosure obligations and must be recorded on the register.
What information needs to be included in the register?
Name, service address, usual residential address, nationality, date of birth, date of becoming a PSC and nature of control over the company.
RLEs are to provide name, registered address, legal form and governing law, date of becoming an RLE and the nature of control over the company.
Residential addresses will not be publicly accessible and if a person feels that disclosure of other information may create a threat of violence or intimidation, they can apply for further protection.
What if a company does not have a PSC register?
Failure to have a register in place is a criminal offence punishable by a fine and/ or imprisonment: directors/ trustees are liable.
Companies, PSCs and RLEs should comply with their obligations: prepare a register, send notices to PSCs and RLEs, and keep the information up to date.
If you are in any doubt about your obligations or need a hand with completing your company’s register and confirmation statement then please contact us.