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PSC Register

 

Posted on 4 April 2016

With effect from 6 April 2016, all UK registered companies and LLP’s will be required to maintain a register at the registered office of persons with significant control. This information will also need to be made publicly available via the annual Confirmation Statement (previously the Annual Return).

It will become a legal responsibility for each company to identify and record the details of people who have significant control over the company. The information to be recorded will include:

  • Name
  • Date of birth
  • Nationality
  • Country where the person normally lives
  • Service address
  • Residential address (omitted when completing the Confirmation Statement)
  • Date on which they became a PSC
  • The conditions that make them a PSC (see below)
  • Whether an application has been made to protect the individual’s information from public disclosure

Where the PSC is a company (“a Registered Legal Entity or RLE”) there is different information that needs to be recorded as follows:

  • Name of the legal entity
  • The address of its registered or principal office
  • The legal form of the entity and the law by which it is governed
  • If applicable, a register in which it appears (including details of the state) and its registration number
  • The date when it became a registrable RLE in relation to your company
  • Which of the five conditions for being a PSC it meets, with quantification of its interest where relevant

A PSC is an individual who meets one of the following conditions:

  • They hold more than 25% of the shares
  • They hold more than 25% of the voting rights
  • They hold the right to appoint or remove the majority of the board of directors
  • They have the right to exercise significant influence or control over the company
  • Where a trust or firm would meet any of the conditions above then an individual having the right to exercise significant control or influence over that trust or firm will be a PSC of the company or LLP

By definition a PSC is an individual. However, where a company is itself owned by another company details of that legal entity will need to be entered onto the PSC register if it is relevant and registrable in relation to your company. It will meet these conditions if it:

  • Is required to keep its own PSC register
  • Is subject to Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules
  • It has voting shares admitted to trading on a regulated market in the UK or European Economic Area
  • A relevant legal entity (RLE) is registrable in relation to your company if it is the first relevant legal entity in your company’s ownership chain

The PSC register can never be blank – if there are no PSC’s then this must be recorded in the register.

Failure to provide accurate information on the PSC register is a criminal offence and could result in a fine or up to two years in prison. Further details of the simplified and detailed guidance are available at the following:

PSC Register Summary Guidance

https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/496738/PSC_register_summary_guidance.pdf

PSC Register Full Guidance

https://www.gov.uk/government/uploads/system/uploads/attachment_data/file/505303/NON-STATUTORY_GUIDANCE_FOR_COMPANIES_AND_LLPS.pdf

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