What is the register of people with significant control?
Companies, Societates Europaeae (SEs), and Limited Liability Partnerships (LLP) in the UK will be required to identify and record the people who own or control their company. These entities will need to keep a register of people with significant influence or control in relation to them, in addition to existing registers such as the register of directors and register of members (shareholders), and must file the PSC information with the central public register of Companies House.
The PSC register helps to increase transparency over who has control of UK companies and partnerships and will help inform potential investors. It also supports law enforcement agencies in money laundering investigations.
What does a company need to do?
An officer of the company is required to:
- Identify: the people with significant control (PSCs) of the company and confirm their information;
- Record: the details of the PSC on the company’s own PSC register within 14 days;
- Provide: this information to Companies House within a further 14 days;
- Update: the information on the company’s own PSC register when it changes within 14 days; and update the information at Companies House within a further 14 days; and
- Confirm: to Companies House that information on the public register is accurate, where it has not been updated in the previous 12 months.
Identifying the PSC
A PSC is an individual who meets one or more of the following conditions:
- An individual who holds more than 25% of shares in the company (review the company’s register of members and identify shareholdings of over 25%)
- An individual who holds more than 25% of voting rights in the company (review the register of members, articles of association, and identify people with voting rights, often attached to shares, over 25%)
- An individual who holds the rights to appoint or remove the majority of the board of directors of the company (look at the company’s constitution, including articles of association, and identify whether anyone has this right. If there is only one director and someone has the right to appoint them, then they would meet this condition)
The following conditions apply only in limited circumstances:
- And individual who has the right to exercise, or actually exercises, significant influence or control over the company (you would have to consider this where an individual does not meet one of the conditions (i) to (iii) but does exercise ‘significant influence or control’ over the company. The statutory guidance sets out principles and situations where an individual would be a PSC.
- Where a trust or firm would satisfy one of the first four conditions if it were an individual. Any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of the trust or firm.
The PSC Register can never be blank, and in circumstances where beneficial ownership has not yet been established, there are a number of permitted statements to describe the position.
Information you need to record on the register:
Before a PSC can be entered on the register, you must confirm the following details with them:
- Name;
- Date of birth;
- Nationality;
- Country;
- Service address
- Usual residential address (this must not be disclosed when making your register available for inspection or providing copies of the PSC register);
- The date the individual become a PSC in relation to the company;
- Which conditions for being a PSC are met
For another registrable person such as a corporation or local authority:
- The date on which they become a registrable person in relation the company;
- Name;
- Registered office;
- The legal form of the entity;
- Law by which they are governed; and
- The nature of their control over the company.
Forms to be filed at Companies House:
PSC01 – Notice of individual person with significant control
PSC02 – Notice of relevant legal entity (RLE) with significant control
PSC03 – Notice of registrable person (ORP) with significant control
PSC04 – Change of details of individual person with significant control
PSC05 – Change of details of relevant legal entity (RLE) with significant control
PSC06 – Change of details of registrable person (ORP) with significant control
PSC07 – Notice of ceasing to be an individual person, relevant legal entity (RLE) or other registrable person (ORP) as a significant control
PSC08 – Notification of PSC statement
PSC09 – Update of PSC statement