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People with significant control (PSCs) are the people who own or control a significant portion of a UK company. In most cases, the PSCs of a company are the shareholders or guarantors – or in the case of LLPs, the LLP members. Almost all UK companies have at least one person with significant control.
Below, we explore this topic in more detail, including how to identify people with significant control, which types of companies are subject to PSC requirements, and the information you must record in a PSC register and send to Companies House.
Identifying people with significant control
A person with significant control is any individual (human) or corporate entity, e.g. another company or firm) who meets at least one of these qualifying ‘nature of control’ conditions:
- holds more than 25% of the company’s issued shares
- holds more than 25% of the voting rights in the company
- has the right to appoint or remove a majority of the company’s board of directors
- has the right to exercise, or actually exercises, significant influence or control over the company
- an individual who holds the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm that would satisfy one of the first four conditions if it were an individual person
In general, it’s quite easy to work out your company’s PSCs. For example, if your company is owned by two shareholders who each own 50% of the company’s shares, both individuals are PSCs.
GOV.UK provides detailed guidance on ‘significant influence or control’, which will help you identify PSCs in more complex situations or company structures.
Which companies are subject to people with significant control requirements?
Most companies are subject to PSC requirements, including:
- private companies limited by shares
- private companies limited by guarantee
- limited liability partnerships (LLPs)
- public limited companies with shares listed on UK secondary markets
- unlimited companies with or without share capital
- societas Europaea (SEs)
- unregistered companies
- eligible Scottish Partnerships (ESPs)
PSC requirements do not apply to companies with voting shares admitted to trading on regulated markets in the UK or European Economic Area (other than the UK) or on specified markets in Switzerland, the USA, Japan, and Israel. These companies are subject to other disclosure and transparency rules.
If your company is subject to PSC requirements, you must:
- take reasonable steps to identify every person with significant control in your company
- contact each PSC to obtain and/or confirm PSC information
- record the details of every PSC in your company’s PSC register within 14 days
- send this information to Companies House within a further 14 days
- update the PSC register within 14 days of any changes occurring
- notify Companies House of these changes within a further 14 days
- confirm PSC information each year when you file a confirmation statement
Scottish limited partnerships (SLPs) and Scottish qualifying partnerships (SQPs), collectively known as ‘eligible Scottish Partnerships’ or ‘ESPs’, must identify PSCs and send the required information to Companies House, but they do not have to keep their own PSC register.
Information you need to record in a PSC register
A register of people with significant control, or PSC register, must be maintained and stored alongside your other statutory company registers and made available for inspection at your registered office or SAIL address. Alternatively, you can elect to keep your company registers electronically at Companies House.
You must record the following information about each PSC in your PSC register:
- full forename(s) and surname
- date of birth
- country/state of residence
- service address
- residential address
- the date on which the individual became a PSC of the company
- nature of the PSC’s control over the company
When a person with significant control is a relevant legal entity (RLE) (e.g. another company, rather than an individual person), you must record the following information about the RLE in your PSC register:
- registered name
- registered office or principal office address
- the legal form of the RLE and the law by which it is governed
- company register in which it is entered (if applicable)
- country/state where the RLE is registered
- registration number
- the date on which it became a PSC of the company
- nature of the RLE’s control over the company
PSC information should be recorded in the register within 14 days of the individual or RLE becoming a PSC or being identified as such.
Sending PSC information to Companies House
The information recorded in your company’s PSC register must also be sent to Companies House. If the PSC is identified during the company formation process, you must include the required details in your application form.
After company formation, you must tell Companies House about new PSCs or changes to an existing PSC’s details within 14 days of their details being entered or updated in your company’s register.
You can tell Companies House about a new PSC by completing form PSC01 (or form PSC02 for RLEs) online via WebFiling, or you can print the form and send it by post.
To notify Companies House about changes to an existing PSC’s details, you must complete form PSC04 (or PSC05 for an RLE). Again, you can send this online or by post.
Alternatively, you can use Rapid Formations’ free Online Client Portal to send PSC updates to Companies House. This facility is available to existing clients and non-clients – simply sign in to your account or create a new account and import your company to our system.
Is PSC information available to the public?
All of the PSC details that you provide to Companies House will be disclosed on the public register of companies, with the exception of the day element of the PSC’s date of birth and their residential address (unless the address is also used as their service address or the company’s registered office).
So there you have it…
We’ve covered the basics of PSC requirements, including how to identify people with significant control, which types of companies are subject to PSC requirements, and the information you need to record in your PSC register and send to Companies House.
Hopefully this post has given you a better understanding of the topic. But if you have any questions or need help with any aspect of setting up or running a company, please contact us or leave a comment below.