Since 6 April 2016, every UK company (including limited liability partnerships) must keep a register of persons who have significant control over it (“PSC Register”) at its registered office. Listed companies are exempt. From 30 June 2016 a company must file details of its PSC Register at Companies House when submitting its annual confirmation statement (which has replaced the annual return).
Who is a Person with Significant Contro (“PSC”)?
The PSC Register must include details of each individual and legal entity that has “significant control” over the company.
Broadly, a person will be a PSC and need to be disclosed in the PSC Register if they:
1. hold, directly or indirectly, more than 25% of the share capital; or
2. hold, directly or indirectly more than 25% of the voting rights; or
3. hold, directly or indirectly, the right to appoint or remove the majority of the board of directors; or
4. have the right to exercise, or actually exercise, significant influence or control over the company; or
5. have the right to exercise, or actually exercise, significant influence or control over the activities of a trust or firm,the trustees or members of which (as appropriate) meet any of conditions 1 – 4.
What information must be recorded on the PSC Register?
There is no set format for the PSC Register but it must contain certain prescribed information, including official wording to describe the nature of a PSC’s control. The PSC Register can’t be left blank. If investigations are still under way to identify the company’s PSCs, the PSC Register must say so.
What action is required by companies?
A company must take reasonable steps to identify their PSCs and give notice to anyone who it knows, or has reasonable cause to believe is, a registerable PSC. Failure to do so is a criminal offence on the part of the company and each of its officers in default and the offence is punishable by a fine and/or up to two years’ imprisonment.
An individual PSC’s confirmation that the prescribed details are correct must be obtained before a company can enter their information onto the PSC Register.
What will PSCs need to do?
A person is under an obligation to provide their details to a company if they know, or ought reasonably to know, that they are a PSC – whether or not they have received a company notice. In the event that a person receives a company notice they are under a duty to respond to it with the information requested within one month. If they do not, the company will be permitted to take steps ultimately leading to the issue of a restriction notice limiting what that person can do with their shares in the company and a failure to supply the required information is a criminal offence.
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