Persons of Significant Control (PSC) Register

From April 2016, all unlisted UK Companies will be required by law to maintain a register of people with significant control over the Company.

From April 2016, all unlisted UK Companies have been required by law to maintain a register of people with significant control over the company.

Prior to this, a UK company was only required to record the titular owner of its share capital in the statutory books. The introduction of the PSC Register has meant that where the share capital is held on trust, by a nominee, on behalf of another beneficial owner or by another corporate entity, then the identity of the beneficial owner may need to be recorded.

This means you have to look beyond the direct owners of shares to any layers of ownership above that and identify relevant individuals who ultimately have significant control of the company.

In 2017 the legislation was extended to previously exempt Scottish Limited Partnerships and AIM listed companies.

How often must a company review its PSC Register?

The PSC Register must be available for public inspection at the company’s registered office (or an alternative inspection location) as well as being publicly filed with Companies House. Initially the requirement was to update the PSC Register annually as part of the Confirmation Statement filing, but following the implementation of the EU 4th MLD Directive in June 2017, all UK companies are required to report changes to their PSC registers to Companies House within 28 days of becoming aware of the change.

The company has an ongoing duty to investigate and maintain the information in the PSC Register. Failure to comply is a criminal offence and may result in the company and each of its directors being prosecuted and fined.

Who is a person with significant control?

A person who meets one or more of the following criteria:

  1. has direct or indirect ownership of more than 25% of the shares of the company
  2. has direct or indirect control of more than 25% of the voting rights of the company
  3. has a direct or indirect right to appoint or remove a majority of the directors of the company
  4. exercises or has a right to exercise significant influence or control over the company
  5. exercises or has a right to exercise significant influence or control over activities of a trust or firm which itself meets one or more of the first four conditions

In some cases, a legal entity may be included rather than an individual. For example, wholly owned subsidiaries of companies listed on the main exchanges in the EEA, Switzerland, US, Japan or Israel are only required to disclose their immediate parent company on the PSC Register.

What should be included on the PSC Register?

  1. Name
  2. Address
  3. Country of usual residence
  4. Nationality
  5. Date of Birth (only month and year is disclosed publicly)
  6. Date on which individual became a PSC
  7. Type of control (where shares or voting rights are 25-50%, 50-75%, above 75%)

Further developments

The UK Government is introducing a Bill in 2018 proposing a public register of overseas ownership of property.

How we can help?

We can put together and maintain the PSC Register for you and make the appropriate filings at Companies House. For companies with more complex capital structures, we can review your structure and documentation and advise you of your obligations.

Updated April 2018. The content of this document is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

For more information, contact:

Carolyn Arlett
Corporate Secretarial
+44 (0)7587 031 073
carlett@fitzandlaw.com

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