The requirement to keep a register of People with Significant Control, or ‘PSC register’, was introduced on 6th April 2016. Since that date, all UK private companies, limited liability partnerships (LLPs), and Societas Europaea (SEs) are legally obligated to maintain a statutory register with information about all people who have significant control or influence over the business.
The purpose of the register of People with Significant Control is to create transparency, facilitate the transfer of important company data, and improve corporate trust in the UK. This information is available to enforcement agencies, other businesses, and the general public.
Ultimately, it is hoped that PSC measures will improve corporate behaviour, deter money laundering, and help to sanction those who hide their ownership or control of UK companies for the purpose of facilitating illegal activities.
Who qualifies as a Person with Significant Control?
A person with significant control (“PSC”) is an individual (person or registrable legal entity) who meets one or more of the following conditions in relation to a company:
- Condition 1: Directly or indirectly holds more than 25% of the company’s issued share capital
- Condition 2: Directly or indirectly holds more than 25% of the company’s voting rights
- Condition 3: Directly or indirectly holds the right to appoint or remove a majority of the board of directors
- Condition 4: Has the right to exercise, or actually exercises, significant influence or control of the company, LLP, or SE
- Condition 5: 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 would itself satisfy any of the first four conditions if it were an individual
What does “significant control or influence” mean?
An individual who has significant control or influence over a company can be a person or a legal entity, such as another company or firm. PSC guidance from Companies House explains that “control” and “influence” can be exercised in a number of different ways, including:
- A person directs the activities of a company, trust or firm
- A person can ensure that a company, trust or firm generally adopts the activities which they desire
- A person has absolute decision rights over decisions related to the running of the business of the company, for example, relating to:
- Adopting or amending the company’s business plan
- Changing the nature of the company’s business
- Making any additional borrowing from lenders
- Appointment or removal of the CEO
- Establishing or amending any profit-sharing, bonus or another incentive scheme of any nature for directors or employees
- The grant of options under a share option or other share-based incentive scheme
- A person has absolute veto rights over decisions related to the running of the business of the company, such as adopting or amending the company’s business plan, or making additional borrowing from lenders
- Where a person holds absolute veto rights over the appointment of the majority of directors, meaning those directors who hold a majority of the voting rights at meetings of the board on all or substantially all matters
- A person who is not a member of the board of directors but regularly or consistently directs or influences a significant section of the board, or is regularly consulted on board decisions and whose views influence decisions made by the board
- A company founder who no longer has a significant shareholding in the company they started, but makes recommendations to the other shareholders on how to vote, and those recommendations are always or almost always followed
Information to be entered on the register of People with Significant Control
The information you must obtain, confirm, and enter on your company’s own register of People with Significant Control will depend on whether the PSC is a person or a registrable relevant legal entity (RLE).
If the PSC is a person, you must record the following information about that individual:
- Date of birth
- Country/state of residence
- Service address
- Usual residential address (If the residential address is used as the service address, you do not need to provide it again)
- The date on which the individual became a PSC in the company
- The date on which the PSC register was updated
- Which of the five PSC conditions have been met, with quantification of the interest where relevant
- For conditions 1 and 2 this must include the level of their shares and voting rights, within the following brackets: over 25% up to 50%; more than 50% and less than 75%; 75% or more
- Any restrictions on the public disclosure of the PSC’s information
If the PSC is a registrable RLE, you must record the following information about that RLE:
- Registered name
- Registered office or principal office
- Legal form and the law by which it is governed
- Registration number and company register on which the RLE appears
- The date on which it became a registrable RLE in relation to your company
- Which of the five conditions for being a PSC have been met, with quantification of its interest where relevant
Who is responsible for maintaining the register of People with Significant Control?
It is the legal responsibility of company directors, company secretaries, and designated LLP members to maintain the register of People with Significant Control. This includes identifying PSCs, obtaining and confirming PSC information, maintaining the firm’s own PSC register, and delivering the required PSC information to Companies House on the annual confirmation statement.
Failure to comply with these requirements is a breach of statutory duties and a criminal offence, which could result in a personal fine and/or a prison sentence of up to two years.
Updating your PSC register and filing PSC information at Companies House
Since 30th June 2016, the Companies Act 2006 requires all new companies to submit their PSC position on incorporation. Any changes that occur must be recorded in the company’s register of People with Significant Control within 14 days. Companies House must be informed of these changes within 14 days of the information being recorded on the PSC register.
This is known as the ‘14+14 rule’, meaning that the company’s PSC register and the records held at Companies House must both be updated within 28 days of any changes to a company’s PSC position.
Filings to Companies House are made using the 9 PSC forms (PSC01 through PSC09). Additionally, when a company files a confirmation statement (CS01), they are confirming that the PSC information on the public register is correct and up to date.
Do I still have to maintain other statutory company registers?
The register of People with Significant Control does not replace existing statutory company registers, such as the registers of shareholders, guarantors, company directors, company secretaries, or LLP members. You must identify all PSCs and enter their details on the PSC register, in addition to maintaining your existing statutory registers.
Can I leave the PSC register empty?
You must never leave the PSC register empty. If you are confident that there are no PSCs that meet any of the five conditions, you must enter the following statement on the register:
“The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.”
How long do I have to keep PSC information?
Companies are legally required to keep information about People with Significant Control for ten years after they have stopped being a PSC of the company. Their details will be kept by Companies House indefinitely.
Inspection of register of People with Significant Control
You must keep your PSC register at your registered office or SAIL address and make it available for inspection upon request. Companies House must be informed about the location of your PSC register.
Any person or organisation may request to inspect your PSC register free of charge, or receive a copy for an optional fee up to £12. Upon granting access to the register, you must not disclose any PSC’s usual residential address.