People with Significant Control (PSCs)

Who are People with Significant Control (PSCs)?

People with significant control (PSCs) are individuals who have a certain degree of ownership, influence, or control over a UK company or limited liability partnership (LLP). Generally, a PSC is anyone who meets any of the following conditions:

• holds more than 25% of shares in a company
• holds more than 25% of the voting rights in a company
• has the right (directly or indirectly) to appoint or remove the majority of a company’s board of directors
• exercises, or has the right to exercise, significant influence or control over a company
• exercises, or has the right to exercise, significant influence or control or any activities of a trust or firm that meets one of the first four conditions in relation to a company

The requirement to keep a PSC register and provide PSC information to Companies House was introduced in the UK on 6 April 2016, as a way to increase corporate transparency over who ultimately owns and controls companies and LLPs registered in the UK.

Who can be a Person with Significant Control (PSC)?

Almost anyone can be a person with significant control (PSC), provided they meet at least one of the five ‘nature of control’ conditions set out in the Companies Act 2006 (Schedule 1A). This includes subscribers (founding company members), company members (shareholders/guarantors), and LLP members.

Can a director be a Person with Significant Control (PSC)?

A company director can be a person with significant control, but generally not by virtue of their directorship role alone. More commonly, a director will be a PSC if they are also a member (shareholder or guarantor) who holds a certain percentage of shares or voting rights in the company.

Are shareholders and guarantors People with Significant Control (PSCs)?

Shareholders and guarantors (aka ‘members’) are classed as people with significant control if they hold more than 25% of issued shares, at least 25% of voting rights in the company, and/or they have the power to appoint and remove directors. In smaller companies, it is relatively common for all members to also be PSCs.

Can a company secretary be a Person with Significant Control (PSC)?

A company secretary can be a person with significant control, but not by virtue of that role alone. If the company secretary is also a shareholder with more than 25% of issued shares, for example, they would be a PSC as a result of their shareholdings.

Is my company accountant a Person with Significant Control (PSC)?

The role of accountant does not, on its own, result in the individual being a person with significant control. The same is true for others who provide advice to the company in a professional capacity or exercise professional functions, such as financial advisors, lawyers, management consultants, directors and employees, suppliers, lenders, regulators, and liquidators.

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

The register of people with significant control (PSC register) is a statutory register containing details of all individuals who own and/or have a significant degree of influence or control over a UK company or LLP. The purpose of the register is to improve corporate transparency and openness.

Do dormant companies need PSCs?

Dormant companies are subject to the same corporate transparency rules as active companies, so they are required by law to identify PSCs, provide their details to Companies House, and keep an up-to-date record of them in their PSC register.

Do limited liability partnerships (LLPs) need PSCs?

Just like companies, limited liability partnerships (LLPs) are required by law to maintain a register of people with significant control (PSC register). They must identify all PSCs, provide their details to Companies House, and keep an up-to-date PSC register at their registered office address or other specified inspection location (e.g., a SAIL address).

Who can be a PSC in a limited liability partnership (LLP)?

Generally, a person with significant control (PSC) in a limited liability partnership (LLP) is any individual who meets at least one of the following conditions:

• has the right to more than 25% of the LLP's assets on its winding up
• holds more than 25% of the voting rights in the LLP
• has the right to appoint or remove the majority of management
• exercises, or has the right to exercise, significant influence or control over the LLP
• exercises, or has the right to exercise, significant influence or control over the activities of a trust or firm that meets one of the first four conditions in relation to an LLP

Typically, most members of a limited liability partnership (LLP) will qualify as people with significant control over partnership.

How many PSCs can a company have?

A company can have any number of PSCs. Some companies may have only one person with significant control, whereas others may have multiple PSCs. It is the duty of directors to identify and record the details of every PSC in the company.

How do I register a Person with Significant Control (PSC)?

During the incorporation process, you must enter the details of every person with significant control (PSC) on the company formation application. To register a PSC after incorporation, you must use form PSC01, which can be completed and filed via Companies House online services or Rapid Formations free Online Company Manager.

How do I remove a Person with Significant Control (PSC)?

When an individual or corporate entity ceases to be a person with significant control (PSC) in a company, you must give notice to Companies House on form PSC07 (or form LL PSC07 to remove a PSC of an LLP). You can file the form through Companies House online services or Rapid Formations free Online Company Manager.

How do I change the details of a Person with Significant Control (PSC)?

If the details of an existing PSC change, you should notify Companies House on form PSC04 (form PSC05 for a corporate PSC, or form LL PSC04 for a PSC in an LLP) within 14 days. The form can be filed through Companies House online services or Rapid Formations free Online Company Manager. You must also update the company’s own PSC register accordingly.

Can I have a company with no PSCs?

If your company does not have any PSCs, or you are unable to identity them or gather the necessary information, you are still required to keep a PSC register and you must also tell Companies House. The register can never be blank, so you will need to provide other statements to explain why the PSC information is not available.

Where should I keep my PSC register?

By law, your company’s PSC register must be kept at the registered office address or other specified inspection location, such as a Single Alternative Inspection Location (SAIL address). There is also the option to elect to keep your PSC information at Companies House.

Are PSC details available to the public?

The purpose of providing PSC information is to improve corporate transparency, so all PSC details are made available to the general public on the central register at Companies House. Companies and LLPs must also make their PSC register available for inspection at their registered office or other specified inspection location (e.g., a SAIL address).

Can a disqualified director be a PSC?

It is possible for a disqualified director to be a PSC if they own a company, for example, by holding shares. This is a grey area in the Companies Act 2006. However, to avoid breaching the terms or their director disqualification, the individual must exercise extreme caution on the roles and actions they become involved in, unless they have express permission from the court to perform certain restricted duties.