Private UK companies and Limited Liability Partnerships (LLPs) have to create and maintain a register of people with significant control (PSC). This is a register of people who have significant control over the company or partnership. PSC information will have to be included on the confirmation statement, which replaced the annual return, that is filed at Companies House.
The introduction of the PSC register is one of a number of changes to the Companies Act 2006 brought about by the Small Business, Enterprise and Employment Act 2015. The aim of the Act is to create greater transparency in the ownership and control of UK companies, to help in the fight against money laundering, whilst increasing trust in UK companies.
All UK private companies, including companies limited by guarantee, and UK LLPs have to keep a PSC register. Only companies that already disclose information about ownership of shares under the FCA's Disclosure and Transparency Rules (DTR5 issuers) are exempted from keeping the register.
A PSC can be an individual or a UK registered company. Individuals may meet one of the conditions below through direct or indirect shareholdings. UK companies are registrable on the PSC register if they meet one of the conditions below and have a direct interest in your company. If the direct interest lies with a company registered outside the UK, scrutiny of the full group structure is required until an individual or UK registered company can be identified as the PSC.
There are 5 separate conditions, any one of which will result in an individual or legal entity (another UK registered company or DTR5 issuer) being registrable on the PSC register.
For an individual:
For a relevant legal entity:
What are the options if I believe the company does not have a PSC or the PSC has not been identified?
On your company's own PSC register you must always have information about your company's PSCs or registrable RLEs, or an update on the status of your company's investigations. It must never be empty. When you cannot get information about your company's PSCs your company's PSC register must make that clear. You should choose from the statements below which one applies to you. When a statement ceases to be true you must note this along with the date on which it ceased to be true and insert new information as appropriate.
The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.
The company knows or has reasonable cause to believe that there is a registrable person in relation to the company but it has not identified the registrable person.
The company has identified a registrable person in relation to the company but all of the required particulars of that person have not been confirmed.
The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.
The company has given a notice under section 790D of the Act which has not been complied with.
All companies should have created a PSC register by 6th April 2016. PSC information is also required to be sent to Companies House as part of any new incorporations, and annually to Companies House with the confirmation statement which replaced the annual return. The company has an ongoing obligation to maintain the register and investigate when it believes there may have been a change in PSC.
The law makes special provision where a company is owned or controlled by an ‘other Registrable entity' such as:
PSCs themselves have an obligation to notify the company within one month of becoming a PSC. They commit an offence if they fail to notify or respond to a notice from the company. In addition, the company may apply sanctions in relation to shares held by the PSC and the rights attached to those shares. Failure to comply may result in the company and its directors committing an offence.
Talk to us about reviewing your corporate structure or alternatively, the PSC may consider applying under the Companies House protection regime. This regime is intended to protect those PSCs, or a person who lives with a PSC, from public disclosure where such disclosure may put them at serious risk of violence or intimidation. An individual's residential address can be replaced with a ‘Service Address' on the public record without applying via the Companies House protection regime.
Call our Formations team on 0117 9181391 to find out more.