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Registering People with Significant Control (PSC Register)

This guide sets out to help you understand about the People with Significant Control register (PSC register), for simple company structures.

What is the register for People with Significant Control?

UK Companies, Societates Europaeae (SEs) and Limited Liability Partnerships (LLPs) will be required to identify and record the people who own or control their company. As well as keeping existing registers, such as the register of directors and register of members (shareholders), companies, SEs and LLPs will need to keep a PSC register and file the PSC information with the central public register at Companies House. (SEs and LLPs will need further guidance with this)

The PSC is designed to help transparency over who owns and controls UK. This information will also support money laundering investigations, from law enforcement agencies in.

What does a company need to do?

An officer of the company needs to:

  • Identify the people with significant controls (PSCs) over the company and confirm their information
  • Record the details of the PSC on the company’s own register
  • Provide this information to Companies House as part of the annual Confirmation Statement (replacing the annual return)
  • Update the information on the company’s own PSC register when there are any changes and update on Companies House when the next Confirmation Statement is made.

How to identify a PSC:

  1. An individual who holds more than 25% of shares in the company.
  2. An individual who holds more than 25% of voting rights in the company.
  3. An individual who holds the right to appoint or remove the majority of directors of the company.

(Points 4 & 5 are only apply in limited circumstances)

  1. An individual who has the right to exercise, or actually exercises, significant influence or control over the company.
  2. Where a trust or firm would satisfy one of the first four conditions if it were an individual. Any individual holding the right to exercise, or actively exercising, significant influence or control over the activates of that trust or firm.

These conditions may be met under less likely circumstances, for example where rights are jointly comprised and their total shares exceed 25%. The rules are also different if the company is controlled by another entity, for example a parent company.

If you do not know the identity of a PSC you must also take reasonable steps to identify them for the PSC register.

Information needed on the register:

Before a PSC can be entered on the register, all of the following information must be confirmed:

  • Name
  • Date of Birth
  • Nationality
  • Country, state or part of the UK where the PSC usually lives
  • Service address
  • Usual residential address (must not be disclosed when making your register available for inspection or providing copies of the PSC register)
  • The date they became a PSC in relation to the company (for existing companies use 6th April 2016)
  • Which conditions of being a PSC are met, including the level of their shares and voting rights, within the following categories: over 25% up to and including 50%, more than 50% and less than 75%, 75% or more.
  • You only need to identify if a PSC meets identifier 4 if they do not already meet any of the identifiers 1-3.

Getting the Information

A company is required to take reasonable steps to contact its PSCs and confirm their information for the register. A company can also approach people who it believes have knowledge of who its PSCs are. Failure to provide information, whether for yourself or about someone if you have knowledge that they’re a PSC, is a criminal offence.

If you cannot get the required information, statements will need to be made and kept on the PSC register as to why the information was unobtainable.

Providing the Information to Companies House

As part of the new Confirmation Statement, which replaces the Annual Return process, companies will need to provide the information on the PSC register. The PSC register will then be publicly accessible on Companies House.

Inspections   

Companies will need to make their PSC register available for inspection upon request at the companies registered office or provide copies on request. These must not include the residential addresses.

Individuals at risk of violence or intimidation may apply to Companies House to have their data protected.

Updating the information

Information on the company’s own register must be kept up to date. Any updated information must be provided to Companies House as part of the Confirmation Statement.

Failure to provide accurate information on the PSC register and failing to comply with notices requiring information is a criminal offence, which could result in a fine or a prison sentence of up to two years.

For more information about the PSC register, please click here to view the governments guidance.

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