The Register of People with Significant Control Regulations 2016 come into force on 6th April 2016 and require most UK companies and LLPs to maintain a new statutory register of people with significant control.
A person with significant control (“PSC”)
A PSC is an individual who meets one or more of the following conditions:
- directly or indirectly holds more than 25% of the shares and/or voting rights;
- directly or indirectly holds the right to appoint or remove a majority of directors;
- has the right to exercise, or actually exercises, significant influence or control over a company; and
- has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or firm which is not a legal entity, but which would itself satisfy any of these conditions if it was an individual.
If a company is owned and controlled by a legal entity, its details must be entered on the register if it is both a relevant legal entity (i.e. keeps its own PSC register) and is a registrable legal entity (i.e. is the first relevant legal entity in the company’s chain of ownership).
Companies are required to take reasonable steps to establish whether they have any PSCs and to obtain the information required for entry on the register.
Companies must serve notice on any individual/legal entity that may be registrable and require that the individual/legal entity provide the necessary information for entry on the register. Failure by a company to take reasonable steps, and refusal by an individual/legal entity to provide the relevant information for the register are criminal offences.
The PSC Register
The Register must contain the following information in respect of each PSC:
- full name;
- service address;
- country of usual residence;
- date of birth;
- residential address;
- date on which they became a PSC; and
- the nature of their control over the company.
If a company does not have any PSCs, having taken reasonable steps to confirm that is the case, it must enter this on the PSC register.
The PSC register must be kept either at the company’s registered office or another address which the company has notified to Companies House. The register must be available for public inspection and kept up to date as information changes. Companies will have to update the information if they know or might reasonably be expected to have known that a change to the PSC register has occurred.
On incorporation companies will have to provide an initial statement about their PSCs to the registrar of companies and from 30 June 2016, the information will need to be filed at Companies House when a company makes its annual Confirmation Statement - the replacement for the Annual Return.
The Department of Business, Innovation and Skills has published guidance on the PSC Register which can be found at https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/510011/PSC_guidance_v1.pdf
If you have any questions or wish to discuss this in more detail, please contact a member of our corporate team.
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