2016 PSC Register Information

From 6 April 2016, Limited companies, Limited Liability Partnerships (LLPs) and Societates Europaea (SEs) must keep a Register of People with Significant Control (PSC Register) on their premises so that it is available for inspection and file this information with Companies House from 30 June 2016 onwards. Please note that the PSC Register cannot be blank.

This has been introduced as part of the Small Business Enterprise and Employment Act and has been designed to improve transparency around who owns and controls UK businesses. This is also a measure to improve the UK’s reputation as a fair place to do business.

It is the responsibility of the director(s) and member(s) to:

1. Take reasonable steps to find out if there are people who have significant control over the company/LLP
2. To contact these people, or others who might know them, to confirm whether they meet one or more of the conditions and, if they do, to obtain the relevant information
3. To record the information on the PSC Register
4. To file the information at Companies House from 30 June 2016 onwards
5. To keep the information up-to-date

Identifying People with Significant Control (PSC)

A PSC is anyone in the company/LLP who meets one or more of the conditions listed in the legislation. This is a person who:

1. Owns directly or indirectly more than 25% of the company’s shares (for LLP’s – holding rights over more than 25% of the surplus assets on a winding up)
2. Owns directly or indirectly more than 25% of the company’s voting rights
3. Directly or indirectly has the right to appoint or remove a majority of the board of directors (for LLP’s – those involved in management)
4. Has the right to exercise, or is actually exercising, significant influence or control
5. Has the right to exercise, or is actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity, but would satisfy any if the first four conditions if it were an individual

Information to enter onto the PSC Register for PSCs

Where you have identified a PSC you need to obtain, confirm and then enter the following details on the PSC Register:

1. Name
2. Date of Birth
3. Nationality
4. Country, state or part of the UK where the PSC usually lives
5. Service address
6. Usual residential address (if different to service address)
7. The date they became as PSC
8. The nature of their control and quantification of interest i.e. which condition is met
9. Any restrictions on disclosing the PSC’s information that are in place

Companies owned or controlled by legal entities

A PSC by definition is an individual and not a legal entity (such as a Limited company or LLP). However, your company/LLP might be owned or controlled by a legal entity and not an individual. A legal entity’s details must be put on the PSC Register if it is both relevant and registrable in relation to your company/LLP.

A legal entity is relevant in relation to your company/LLP if it meets any one or more of the following conditions:

1. It keeps its own PSC Register
2. It is subject to Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules (DTRs)
3. It has voting shares admitted to trading on a regulated market in the UK or European Economic Area (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel

A relevant legal entity (RLE) is registrable in relation to your company/LLP if it is the first relevant legal entity in your company’s ownership chain.

Information to enter onto the PSC Register for RLEs

Where you have identified a registrable RLE, you must obtain and then enter the following information on the PSC Register:

1. Name of the legal entity
2. The address of its registered or principal office
3. The legal form of the entity and the law by which it is governed e.g. Limited company and England
4. If applicable, a register in which it appears and its registration number
5. The date when it became an RLE in relation to your company
6. Which of the conditions for being a PSC it meets with quantification of its interest

If you are unable to identify your PSCs or RLEs

If you have reason to believe that there is a PSC or registrable RLE in relation to your company/LLP but have not been able to identify, you should consider serving notices to request the information from anyone you know or have reasonable cause to believe, knows their identity.

The register can never be empty so when you are in the process of taking reasonable steps, this fact must be entered on your PSC Register as follows:

“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”

This should be the default position as at 6^th April 2016 unless you know all of the PSC’s at this date.

Companies without PSC’s

If you have taken all reasonable steps and are confident that there are no individuals or legal entities which meet the conditions, you should enter the following on the PSC 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.”

Please note that failure to comply is a criminal offence and there will be penalties for non-disclosure.

Should you require assistance with your PSC Register, please contact your Client Manager, or give us a call and we’ll pass you on to a member of our team who can help.