Partner David Few, head of our Corporate team, looks at the Person of Significant Control (PSC) Register and the implications of the regime.
As we previously reported, UK LLP’s and listed companies have been required to keep and maintain a Person of Significant Control (PSC) register. The purpose of introducing the PSC register in part of several measures taken by Companies House to improve the transparency relating to people who ultimately own and control UK LLP’s and companies.
Who is a PSC?
An individual will be a PSC of a company or a company or LLP will be a Relevant Legal Entity (RLE) if they meet any one of the following five conditions:
|Holds, directly or indirectly, more than 25% by nominal value of the company’s shares||Holds, directly or indirectly, rights over more than 25% of the surplus assets of the LLP on a winding up|
Is entitled, directly or indirectly, to exercise more than 25% of the voting rights of the company
|Holds, directly or indirectly, more than 25% of the voting rights in the LLP|
|May, directly or indirectly, appoint or remove a majority of the board of directors of the company||Holds the right, directly or indirectly, to appoint or remove a majority of those involved in the management of the LLP|
|Has the right to exercise or actually exercises “significant influence or control” over the company||Has the right to exercise or actually exercises “significant influence or control” over the LLP|
|Has the right to exercise or actually exercises “significant influence or control” over a trust of firm which is not a legal entity but which itself satisfies one of the above conditions||Has the right to exercise or actually exercises “significant influence or control” over a trust or firm which is not a legal entity but which itself satisfies one of the above conditions.|
What information does a PSC need to provide?
The register requires the following information to be provided:
|Date of Birth||Company number|
|Service Address||Registered Office|
|Nationality||Legal form of entity|
|Country of residence||Governing law|
|Date individual became an PSC (Cannot be before 6 April 2016)||Date the RLE became an RLE (Cannot be before 6 April 2016)|
|Conditions that individual meets to be an PSC||Conditions that the RLE meets to be an RLE|
*Individual residential addresses will not be shown on the public registers at Companies House, this information is only accessible by specified authorities.
The PSC or RLE can apply for further PSC information to be protected if disclosure of PSC or RLE information would put the individual at serious risk of violence or intimidation.
What has changed with the new regime?
Companies and LLP’s must now update any changes to the PSC register with Companies House using the respective forms within 14 days of the change taking place. Companies and LLP’s may now opt out of having to maintain a separate individually held PSC register, however given that the register was not held at Companies House before 30 June 2016, you will need to keep a copy of the PSC register from 6 April 2016 to 30 June 2016. Failure to maintain an up to date PSC register may result in criminal sanctions.
There are now obligations on an individual or relevant legal entity that has significant control over a company or LLP to inform that company that they are a PSC or RLE and provide the relevant information and identify the conditions that the individual meets to become a PSC so that the PSC register can be updated.
What happens if the company or LLP does not have any PSCs or RLEs?
The Company or LLP will need to provide the relevant official wording which states that the company does not have any PSC’s or RLEs.
What are the next steps you should take?
If you have reason to assume that you have significant control over a company or LLP, then you must ensure that the company or LLP has the required information and understands the relevant conditions in which you are a PSC.
Companies or LLPs:
You will need to ensure that your PSC register is up to date and contains the relevant information of all of its PSCs or RLEs and the relevant Companies House filings have been made.
For further information or legal advice, please contact firstname.lastname@example.org or call 0118 951 6800.
This article is intended for the use of clients and other interested parties. The information contained in it is believed to be correct at the date of publication, but it is necessarily of a brief and general nature and should not be relied upon as a substitute for specific professional advice.