The requirement to keep a register of people with significant control (PSC register) came into effect on 6th April 2016. Under the regime, UK private companies and LLPs must create and maintain an up-to-date register with details of the individuals who have significant control or influence over the company or partnership.
What is the PSC register?
The PSC register is a new statutory register that companies and LLPs must keep. It is used to record information about who has ultimate ownership, control and/or influence over the business. Where there is no registrable person or entity, this too should be recorded on the register. People with significant control (PSCs) are not always the same individuals whose details are entered on the register of members, so a PSC may or may not be a shareholder, guarantor or LLP member of the Company at all.
By making it a legal requirement for companies to obtain, record and disclose this information on the central public register, Companies House aims to increase corporate trust and transparency in the UK, combat tax evasion and money laundering, and make it explicitly clear to the public and other third parties who actually owns and controls UK businesses.
Who must keep a PSC register?
A register of people with significant control must be created and maintained by the following entities:
- Private companies limited by shares (unless a DTR5 issuer)
- Private companies limited by guarantee
- Limited liability partnerships
- Societas Europaea (SEs)
Who is a ‘person with significant control’?
A person with significant control (PSC) can take the form of a human being or a legal entity (such as another corporate body that meets the registrability requirements). Any legal person who meets at least one of the following criteria is considered a PSC:
- Owns more than 25% of shares in a private company limited by shares.
- Holds more than 25% of the voting rights in the company.
- Has the right to appoint or remove a majority of the directors.
- Exercises, or has the right to exercise, significant influence or control over the business.
- Exercises, or has the right to exercise, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy one of the first four conditions if it were an individual.
The first three conditions may be met directly or indirectly, which means an individual may hold their PSC rights indirectly through another company, for example.
For most small companies and LLPs, it’s often pretty clear as to who has ultimate control and ownership of the business, but it may be more complex for larger firms with multiple stakeholders and controllers. The official guidance from Companies House contains in-depth guidance on PSC requirements for businesses with complex ownership and control structure. If you are unsure about who your company’s PSCs are (if there are any at all), you are advised to seek legal advice.
Required information for the PSC register
Company officers and designated LLP members are legally required to identify all PSCs, obtain and confirm certain information about them for entry in the PSC register and file this information at Companies House.
For a human PSC, you will need to obtain and confirm the following details for the PSC register:
- Full name
- Date of birth
- Service address
- Usual residential address (unless also provided as the service address)
- Country/state in which the PSC resides
- Date he or she became a PSC of the company or LLP
- Date they were entered onto the PSC Register
- Qualifying condition(s) met for entry in the PSC register, including quantification of control (as an individual, through activities of a firm or trust):
- over 25% up to 50%
- more than 50% and less than 75%
- 75% or more
For a non-human PSC (i.e. another company or firm), you will have to obtain and confirm the following informant for the PSC register:
- Registered name in full
- Registered or principal office
- Legal form of the PSC and the law it is governed by
- Registered number
- Company register in which the legal entity appears
- Date it became a PSC of the company or LLP
- Qualifying condition(s) met for entry in the PSC register, including quantification of its control
Delivering PSC details to Companies House
All Companies and LLPs registered on or after June 30th 2016 are required to provide information about PSCs as part of the incorporation process. Companies incorporated before this date need to report this separately. If your Company still has not reported its PSC to Companies House, you should do so immediately.
Public disclosure of PSC register
All information held on your own PSC register and filed at Companies House will be added to the central public register. Any persons may inspect the central register online at any time, and you must also make your own PSC register available for inspection at your registered office or SAIL address.
However, you must not disclose usual residential addresses, unless a PSC has nominated his or her home address as a service address. The day element of a PSC’s date of birth will also be concealed on public record.
Updating PSC details
If there are any changes to the information entered in your PSC register, you must update it immediately. This needs to be done within 14 days of that legal person becoming a Person of Significant Control. You must then notify Companies House of any such changes within a further 14 days (this is known as the “14+14 rule”). Changes to the PSC are no longer filed using the Confirmation Statement (CS01) and is instead completed using the dedicated PSC forms (PSC01-09).