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A guide to the PSC Register for new and established companies

What is the PSC Register?

Maintaining company records and ensuring these records are kept consistently up to date can be an arduous task and made more difficult when additional requirements are imposed.

On 6 April 2016, the People with Significant Control (PSC) Register was introduced to aid transparency for UK registered corporations. Its aim is to make clear who are the beneficial owners of UK registered companies, despite it previously being possible to keep such control/ownership discreet through differing ownership/management structures.

Who does it affect?

Almost every business is required to maintain a PSC Register, although there are some limited exceptions. The rules apply if you manage one of the following – :

  • Limited companies;
  • Unlimited companies; and
  • LLPs (limited liability partnerships).

Who is a person with significant control?

A person (this means an individual, a company, a trust, a partnership or any other entity) is regarded as having “significant control” if it directly or indirectly:

  • Holds more than 25% of the nominal share capital; or
  • Controls more than 25% of the voting rights in the company; or
  • Holds the right as to the appointment or removal of a majority of the board of directors; or

Actually exercises, or has the right to exercise, significantly influence or control:

  • The company; or
  • Any trust or firm which would otherwise be entitled to exercise the above conditions were it a person.

What information must be included on the PSC Register?

Before details can be recorded on the PSC register, all such details must be confirmed with the person in question. Details required include the following: –

  • the names of the individuals with significant control along with :
  • address (and service address);
  • nationality;
  • country, state or part of the UK in which the PSC lives:
  • date of birth;
  • the date on which the individual became a PSC of the Companythe level of the PSC’s control over the business.

Control

To determine who has control, it may be necessary to consider the Articles of Association of the Company, any Shareholders Agreements in place and/or any rights attached to shares.

Compliance

Failure to comply with the PSC Register requirements could incur criminal penalties.  Company officers, relevant individuals or entities and/or shareholders or members who have not complied could face penalties such as a fine or prison sentence of up to 2 years.

A Company must enter new information on its own register within 14 days and provide the updated information to Companies House within a further 14 days, once it has:

  • become aware of a change;
  • obtained all the information needed to enter on its own register; and
  • confirmed the information if it relates to an individual.

Further information

Wards’ Commercial and Corporate team offer specialist one-stop-shop legal advice for all types of business – from start-ups to established companies – covering areas including setting up a new business, growing a business and financing, securing premises and strategies for business succession.  Find out more here

Get in touch

For an initial discussion or advice, please contact Solicitor Ciaran Keane on 0117 929 4811 or email Ciaran.keane@wards.uk.com. Or contact Head of Corporate and Commercial Services Marina Maclennan on 0117 929 4811 or email marina.maclennan@wards.uk.com

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