From 6 April 2016 the law changed, requiring people and some legal entities with significant control over UK companies, Societates Europaeae and limited liability partnerships to be noted in a new company PSC register and notified to Companies House upon incorporation and annually in the new Confirmation Statement (which replaces the old Annual Return).
The requirement to keep the PSC register is set out in Part 21A of and Schedules 1A and 1B to the Companies Act 2006 and these Regulations:
- The Register of People wiht Significant Control Regulations 2016,
- The European Public Limited-Liability Company (Register of People with Significant Control) Regulations 2016, and
- The Limited Liability Partnership (Register of People with Significant Control) Regulations 2016.
This does not apply to partnerships and charitable incorporated organisations (CIO) and some companies which are subject to similar requirements under different regulations.
A PSC is individual who:
- directly or indirectly owns 25% of the shares,
- directly or indirectly holds more than 25% of the voting rights,
- directly or indirectly holds the right to appoint or remove the majority of the directors,
- has the right to exercise or actually exercises significant influence or control, or
- 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 entity but would itself satisfy any of the first four requirements if it were an individual.
As PSC is by definition an individual but a legal entity must be put on the PSC register if it is both relevant and registrable in relation to the company. This is where a company owns shares.
The company may approach anyone who it believes has knowledge of who its PSC's are - failure to comply is a criminal offence.
Generally there is a 30 day period during which this information needs to be provided, failing which an offence is committed. The obligation rests on the company itself and the PSC. A company can serve a notice on you to provide the information required, failing which it can limit your rights. There is also an obligation to update information within 30 days.
The company must keep the PSC register for at least 10 years after an individual is no longer a PSC and Companies House will keep that information indefinitely. Data which are incorrect can be amended by the original data are still kept on the registers.
Anyone can access a company's PSC register for free and can ask for a copy for which a £12 fee can be charged. A PSC's residential address must not be disclosed.
For further information see:
- Guidance for People with Significant Control Over Companies, Societates Europaeae and Limited Liability Partnerships by the Department for Business Innovation & Skills
There is a regime for suppressing PSC information in exceptional circumstances (e.g. there is a serious risk of violence or intimidation).