Register for people with significant control (PSC)

From 6th April 2016 all UK companies (other than certain publicly traded entities) and Limited Liability Partnerships (LLP’s) must identify and register relevant persons who have significant control (PSC) over a company or LLP. This is a legal requirement and those failing to comply could be committing a criminal offence and could be fined and/or imprisoned.

What does a company or LLP need to do?

An officer of the company is required to:

• Identify the PSCs and confirm their information
• Record the details of the PSC on the company’s or LLP’s own PSC Register
• Provide this information to Companies House as part of the annual Confirmation Statement (this replaces the Annual Return from June 2016); and
• Update the PSC register for any changes and update the information at Companies House when the next Confirmation Statement is made.

How do I identify a person with significant control?

A person with significant control is an individual who meets at least one of the following conditions in relation to your company:

• Directly or indirectly hold more than 25% of the shares in the company.
• Directly or indirectly hold more than 25% of the voting rights in the company.
• Directly or indirectly hold the power to appoint or remove the majority of the board of directors of the company.
• Have the right to exercise, or actually exercises, significant influence or control over the company.
• Have 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.

A person with significant control is an individual who meets at least one of the following conditions in relation to your LLP:

• Directly or indirectly hold the right to share in more than 25% of any surplus assets of the LLP on a winding up.
• Directly or indirectly hold more than 25% of the rights to vote on those matters which are to be decided upon by a vote of the members of the LLP.
• Directly or indirectly hold the right to appoint or remove the majority of the persons who are entitled to take part in the management of the LLP.
• Have the right to exercise, or actually exercises, significant influence or control over the LLP.
• Where a trust or firm would satisfy one or more of the first four conditions if it were an individual. Any individual holding the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm that, under the law by which it is governed, is not a legal person but would meet any of the other specified conditions in relation to the LLP or would do so if it were an individual.

What is a Relevant Legal Entity (RLE)?

A PSC is by definition an individual (see full guidance for any exceptions). However, the company might be owned or controlled by a legal entity, not an individual. The PSC register must include the legal entity’s details if it is both relevant and registrable in relation to the company.

Any legal entity is relevant if it meets any or more of the five conditions for a PSC and it keeps its own PSC register. This applies also to legal entities subject to Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules (DTRs) or where it has voting shares admitted to trading on a regulated market in the UK or EEA (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel (please refer to the full guidance for further details).

An RLE is registrable in relation to the company if it is the first legal entity in the company’s ownership chain.

What information is required on the PSC Register?

The register will hold information about the identity of the individual similar to that already held at Companies House. In addition, the register will disclose the date the individual became a PSC and stipulate which of the five conditions for being a PSC are met. Where protection from public disclosure is sought then this too shall be disclosed.

Further guidance

To read the summary guidance from Companies House, please click here.

To read the detailed guidance from Companies House, please click here.

Contact us

If you need help or to get more information please contact us.

Tel: 020 7447 9000
Email: mail@sgllp.co.uk