Under new rules companies and limited liability partnerships (LLPs) must now compile and keep up to date a Register of People with Significant Control (PSCs). The aim of the register is to help increase transparency about who ultimately controls UK companies.
From 6 April 2016 a company must identify people with significant control and record their details on the PSC register. This information needs to be reported to Companies House on the Annual Confirmation statement (which will replace the Annual Return from 30 June 2016). Changes to the PSCs need to be updated immediately on the company’s own register and at Companies House on the next Confirmation statement.
A company’s PSC register needs to be made available for public inspection on request but a company must not share the normal residential address of a PSC.
A PSC is an individual who meets one or more of the following five conditions:-
- Own more than 25% of shares, or
- Own more than 25% of voting rights, or
- Own the right to appoint and remove the majority of the board of directors, or
- Any person who holds significant influence or control over a company, or
- Trustees, partners etc who would satisfy any of the conditions 1 to 4 above.
Conditions 1 to 3 may be held directly or indirectly, for example through another company, and includes interests of close relatives such as spouse or dependents.
For each PSC the following details must be included on the register:
- Service address
- Usual country of residence
- Date of birth
- Usual residential address
- Date of becoming a PSC
- Nature of control
By definition a PSC is an individual but if a company is directly controlled by a UK legal entity then the legal entity must be included in the PSC. A legal entity needs to be included in the register of another company if it meets one of the above 5 conditions, keeps its own PSC register and has a direct interest in the company. When identifying PSCs where a company is owned or controlled by another company ultimate ownership must be established.
Most overseas companies are not PSCs and therefore do not have to be disclosed, but ultimate PSC still needs to be established. The department for Business Innovation and Skills have confirmed that, where for example an unquoted Swiss registered company owns a UK company, information about the PSCs of the Swiss company would have to be disclosed.
It is important for the directors of a company or members of an LLP to corroborate the information about a PSC (and keep evidence of that corroboration) as failure to provide accurate information on the PSC register is a criminal offence.
If the entity does not have any PSC’s (because there are no persons who hold 25% or more of the shares or control) then the register must state:
“The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.”
The register cannot be left blank.
Further information can be found at https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/515720/Non-statutory_guidance_for_companies__LLPs_and_SEsv4.pdf
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