What is the People with Significant Control Register (PSC Register)?

From 6 April 2016, UK Companies and Limited Liability Partnerships are required to maintain a PSC register and investigate any potential PSC’s who may require entry onto the register. This was introduced in the Small Business, Enterprise and Employment (SBEE) Act 2015, as part of the government’s drive for greater transparency.

Who must maintain a register?

At present, the requirement to keep a PSC register only extends to companies incorporated under the Companies Act 2006, Limited Liability Partnerships and Societates Europaeae.

This requirement would therefore extend to Academy Schools and Incorporated Charities.

Unincorporated entities (e.g. sole traders, partnerships, unincorporated charities) are not affected by the legislation.

Who qualifies as a PSC?

A ‘person with significant control’ (PSC) is someone who meets one or more of the following conditions for a single company. He/she:

  1. directly or indirectly owns more than 25% of the shares in the company;
  2. directly or indirectly holds more than 25% of the voting rights in the company;
  3. directly or indirectly has the power to appoint or remove the majority of the board of directors of the company;
  4. otherwise has the right to exercise or actually exercises significant influence or control over the company; or
  5. has the right to exercise or actually exercises significant influence or control over a trust or firm that is not a legal entity, which in turn satisfies any of the first four conditions over the company.

Does a PSC have to be an individual?

No, a PSC can also be a legal entity rather than a person, referred to in the legislation as a relevant legal entity (RLE). Not all RLE will have to be recorded on the register

Example – company A is fully owned by B and B is fully owned by C. B and C are both relevant legal entities who own more than 25% of the share capital of A (B directly and C indirectly). To avoid the duplication of information on the register, company A would include only the first relevant legal entity (entity B) in its PSC register, and should not include entity C. B would then include C on its register.

What does the register need to include?

For an individual, the PSC register will include:

  • Name
  • Service address
  • Country or state of usual residence
  • Nationality
  • Date of birth
  • Usual residential address (if this is the same as the service address the information does not need to be entered twice).
  • Date the individual became a PSC*
  • Which of the five conditions the PSC meets (with quantification of interest where relevant)**

For an RLE:

  • Name of legal entity
  • Address of registered or principal office
  • Legal form of entity and law by which it is governed
  • If applicable, a register in which it appear and its registration number
  • Date it became an RLE*
  • Which of the five conditions the RLE meets (with quantification of interest where relevant)**

*For existing companies completing for the first time in April 2016, this date will be 6 April 2016.

** When entering the condition the PSC/RLE meets, this should be included on the register in a prescribed format which can be found in Annex 2 of the guidance.

What information will be publicly available?

This information will be required to be filed at Companies House via the new Confirmation Statement, which is replacing the existing Annual Return. The information held on the public register will not include the PSC’s usual residential address (unless this address is provided as a service address) or PSC’s day of birth.

If a request is received to access a company’s own PSC register, all information apart from the PSC’s usual residential address must be made available. A PSC’s usual residential address must not be disclosed, however the day of birth on the company's own register must be made available.

When will this information be required to be filed?

The confirmation statement replaces the annual return from 30 June 2016, and this will be the first date a company will file their PSC register at Companies House.

Example – If a company filed their annual return on 1 June 2016, their next confirmation statement will be due by 1 June 2017 and this would be the date the information is required by Companies House.

When will the information be available on the public register?

Companies House will publish the register from July 2017. However, anyone may contact a company free of charge to request viewing the register, or request a copy for an optional fee (up to £12). They must make a request which sets out:

  • Their name
  • Their address
  • Their purpose for seeking the information

A response must be made within five working days of receipt and the reply should include the requested information and the date it was last updated.

What are the consequences of failing to comply?

Failure to take reasonable steps (see the guidance for further details) to identify a company’s PSC and failure to comply with the requirements to maintain a register are criminal offences. The consequences of non-compliance could range from a fine to potential imprisonment.

What steps do I need to take now?

It is the company’s obligation to maintain the register from 6 April 2016, and to ensure the information contained within is up to date and accurate. From 30 June 2016 onwards, the register’s details have to be submitted to Companies House at the time of your next confirmation statement.

Bishop Fleming already provide my organisation with company secretarial services - what happens now?

We will prepare your PSC register based on the information we hold. We will send you the company annual confirmation statement and once approved, this will be recorded at Companies House. If your company has a complex structure we will advise you of any additional fee (if applicable) and send you a copy of the register to confirm accuracy of the information.

Bishop Fleming can assist organisations with the creation and maintenance of the PSC register. For further information please contact your usual Bishop Fleming adviser or your local office.

Further information: Links to the guidance can be found here.

 
 
 
 
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