PSC Registers

What is a PSC?

A number of changes for UK limited companies were implemented introduced 30th June 2016. One of these was the introduction of ‘Person with Significant influence or Control’ registers (or ‘PSC’). A person with significant influence or control is an individual who:

Condition 1 - owns more than 25% of a company’s shares

Condition 2 - holds more than 25% of a company’s voting rights

Condition 3 - holds the right to appoint or remove the majority of directors

Condition 4 - has the right to, or actually exercises significant influence or control

Condition 5 - holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.

All new limited companies are now required to names of all persons with significant control of the company upon incorporation. A record would thereafter have to be maintained within the company registers as part of the company compliance documentation. Any changes to the person with significant control of a company or any new person or persons becoming a PSC will have to be notified to Companies House.

The PSC for all limited companies will form part of the public record and will be available for anyone who wants to search it via the Companies House website.

Why is the PSC register being introduced?

Until the introduction of the PSC Registers it was possible to use a nominee shareholders and directors to mask the names and addresses of the individuals who really own and run the company and it is the nominees who would be liable for tax or investigated for money laundering. The PSC system effectively stops this practice.

What do I need to do?

We take care of the PSC register on your behalf when we incorporate your company but all future record-keeping and notifications at Companies House are the responsibility of the directors.

Directors will be required to:

1. Identify people with significant control over the company and confirm their information.

2. Record the details of the PSC on the company’s own PSC Register within 14 days.

3. Provide this information to Companies House within a further 14 days.

4. Update the information on the company’s own PSC register when it changes within 14 days and update the information at Companies House within a further 14 days.

5. Confirm to Companies House that the information on the public register is accurate, where it has not been updated within previous 12 months.

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

Making sure you get the information

A company is required to take reasonable steps to contact its PSCs and confirm the information for the register. If someone refuses to provide the information they will commit a criminal offence.

A company may also approach people who it believes have knowledge of who its PSCs are. Failure to comply is also a criminal offence. It may be necessary to place restrictions on the shares or voting rights of the person or entity withholding information to make sure that they provide it.

Take the pressure off

Staying up to date with corporate governance and regulatory compliance has never been so challenging. The requirement to keep up with statutory filings and changes in the Companies Act can often take a back seat when you’re concentrating on running your business.

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