Limited companies and LLPs are now required to maintain a PSC Register (a Person of Significant Control) and companies incorporated after 30 June are also required to file a statement of initial significant control at Companies House.
There is no prescribed form of the register but it must include certain details. For individuals these are:
Name
Service address
Country or state of usual residence (or part of the UK)
Nationality
Date of birth
Usual residential address
Date of becoming a registrable PSC
Nature of the PSC's control
Any restrictions on using or disclosing the PSC's particulars in force
A PSC register must quantify the extent of a person's control. So, in relation to a shareholding meeting the first specified condition (ie a person holds directly or indirectly more than 25% of the shares in the company), a register must note whether:
- The person holds, directly or indirectly, more than 25% but not more than 50% of the shares in the company.
- The person holds, directly or indirectly, more than 50% but not more than 75% of the shares in the company.
- The person holds, directly or indirectly, more than 75% of the shares in the company.
In relation to voting rights meeting the second specified condition (ie a person holds directly or indirectly more than 25% of the voting rights in the company), a PSC register must make a similar statement, again by quantifying the person's interest by reference to one of the three percentage brackets above.
Where a person meets the third or fourth specified conditions (ie a person holds the right, directly or indirectly, to appoint or remove a majority of directors of the company or a person has the right to exercise, or actually exercises, significant influence or control over the company), the PSC register need only record that the person, as the case may be:
- Holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.
- Has the right to exercise, or actually exercises, significant influence or control over the company.
The nature of a person's control under the fifth specified condition (ie a person has the right to exercise, or actually exercises, significant control or influence over the activities of a trust or firm that, in each case, does not have legal personality under its governing law, where the trustees or members of that trust or firm meet any of conditions one to four (in their capacity as such) in relation to the company, or would do so if they were individuals) requires a two part statement:
- First, a statement of how the trustees or members (in that capacity) hold significant control over the company under specified conditions one to four by reference to one of the statements above.
- Second, the fact that the relevant person has the right to exercise, or actually exercises, significant influence or control over the activities of that trust, or firm without legal personality.
If you own a company and you are the sole director and shareholder this will all be quite straightforward! If not, then I recommend you take legal advice as non compliance is a criminal offence.
