What Is The PSC Register?

PSC register.jpg

What is the PSC Register?

With effect from 6 April 2016, all UK Companies, Societates Europaeae (SEs) and limited liability partnerships (LLPs) will be required to identify and record the people who own or control their company. Companies, SEs and LLPs will need to keep a register of people with significant control (PSC), in addition to existing registers, such as the register of directors and register of members (shareholders). The PSC information must be filed with Companies House.

What does a company need to do?

An officer of the company is required to:

  • Identify the PSCs and confirm their information;
  • Record the details of the PSCs on the company’s own PSC register;
  • Provide this information to Companies House as part of the annual Confirmation Statement (formerly the Annual Return); and
  • Update the information on the company’s own PSC register when it changes, and update the information at Companies House when the next Confirmation Statement is made.

Who is a PSC?

A PSC is someone who:

i.     has direct or indirect ownership of more than 25% of the shares in the company;

ii.    has direct or indirect control of more than 25% of the voting rights in the company;

iii.   has direct or indirect right to appoint or remove a majority of the board of directors;

iv.   actually exercises or has the right to exercise significant influence or control over the company; and/or

v.    actually exercises or has the right to exercise significant influence or control over activities of a trust or firm which is not a legal entity, which in turn satisfies any of the first four conditions over the company.

Example:

A company is owned by a brother and sister. They both have equal ownership and voting rights in the company. This means they each meet:

  • Condition 1 – They own more than 25% of the shares; and
  • Condition 2 – They hold more than 25% of the voting rights.

Both siblings must be entered on the company’s PSC register.

psc

Information you need to record on the register:

Before a PSC can be entered on the register, you must confirm all the details with them. The details you require are:

  • name;
  • date of birth;
  • nationality;
  • country, state or part of the UK where the PSC usually lives;
  • service address;
  • usual residential address (this must not be disclosed when making your register available for inspection or providing copies of the PSC register);
  • the date he or she became a PSC in relation to the company (for existing companies the 6 April 2016 should be used);
  • which conditions for being a PSC are met;
    • for conditions (i) and (ii) this must include the level of their shares and voting rights, within the following categories:
      • Over 25% up to (and including) 50%,
      • More than 50% and less than 75%,
      • 75% or more;
    • the company is only required to identify whether a PSC meets condition (iv) if they do not exercise control through one or more of conditions (i) to (iii);
  • whether an application has been made for the individual’s information to be protected from public disclosure.

Please note: This article is a commentary on general principles and should not be interpreted as advice for your specific situation.

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