PSC - People with Significant Control

People with significant control (PSC)

From 6 April 2016, all companies must keep a register of PSCs. With an increase in fraud and money laundering and people not declaring business interests, it is important that those that own and control companies are identified. You determine who has the controlling interest in your company and create a Register.

The PSC Register is an additional requirement on top of the Company Registers -such as a register of members and a register of directors. Individuals should only be entered onto the PSC Register after they have confirmed those details

From 30 June 2016 companies have had to deliver the information regarding their PSC when making a confirmation statement.

How to identify your PSC

A PSC is anyone in the company who meets one or more of the conditions listed in the People with Significant Control Regulations 2016. A company can have more than one PSC.

A PSC is a person who:
·         holds, directly or indirectly, more than 25% of the shares;
·         holds, directly or indirectly, more than 25% of the voting rights;
·         holds the right, directly or indirectly, to appoint or remove a majority of directors;
·         otherwise has the right to exercise, or actually exercises, significant influence or control over the company;
·         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 person, the trustees or members of which would satisfy any of the four conditions above.

For most small companies, their PSCs are likely to fall into the first and second, and possibly the third, category above. The fourth and fifth categories are typically associated with more complex corporate structures.

You only need to do this once, if there are any changes to the PSC register this must be updated at Companies House and your PSC Register updated.

What if you don’t have a PSC?

If this is the case then one of a number of possible statements must be entered into the PSC register. If your PSC register contains one or more of these statements, that information must be provided with the confirmation statement.

The statements are as follows:
·         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
·         the company knows or has reasonable cause to believe that there is a registrable person in relation to the company but it has not identified the registrable person
·         the company has identified a registrable person in relation to the company but all of the required particulars of that person have not been confirmed
·         the company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company
·         the company has given a notice under section 790D of the Act which has not been complied with
·         the addressee has failed to comply with a notice given by the company under section 790E of the Act
·         the company has issued a restrictions notice under paragraph 1 of Schedule 1B to the Act.

Any changes must be updated on your PSC Register, and amend the confirmation statement.

Categories of PSC

In law there are 3 types of entitity that can be eneterd onto the PSC Register.

Iindividuals

For an individual person with significant control:
·         the date that individual became a registrable person
·         their name, country/state of residence and nationality
·         their service address
·         their usual residential address (this is not shown on the public register)
·         their full date of birth (this is not shown on the public register)
·         the nature of their control over the company

Company?

For a registrable relevant legal entity (RLE) (such as a company):
·         the date that they became a registrable RLE
·         their corporate name
·         their address
·         the legal form of the corporate body
·         the governing law under which the RLE was registered
·         where the RLE was registered (if applicable)
·         the RLE’s registration number (if applicable)
·         the nature of their control over the company

Other

For another registrable person (such as a corporation sole or local authority):
·         their name
·         their principal office
·         the legal form of the person and the law by which they’re governed
·         the date on which they became a registrable person in relation to the company in question
·         the nature of their control over the company

Can you prevent people from seeing the information.

If a directors usual residential address is protected (s790ZF protection), or that all of their PSC information is protected from the public records (s790ZG protection), then some companies can prevent disclosure. You file your conformation statement as normal but there will be a box on the forms that refers to 790ZF of Companies Act 2006.
If you have a PSC who has applied for, or been granted protection, so none of their PSC details are disclosed on the public register (s790ZG protection), you’ll need to file your confirmation

Exemption from filing PSC information
Some large (public) companies are exempt from the requirement to keep a PSC register and to supply PSC information. This is because these companies already give information to the stock exchange about who holds a controlling interest in them.

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People of Significant Control