PSC Register – what’s that?
PSC stands for ‘persons of significant control’ and it represents changes in corporate law that affect your business. From 6 April 2016, almost every company operating in the UK is required to keep a register of individuals or companies with significant control over it (a PSC register).
The purpose of these changes is to make it transparent as to who has ultimate control of a company.
Who is considered a PSC?
A person or a body can fall into this category. Check our guide below to find out who or what would be considered a PSC or a RLE (‘relevant legal entity’, which are corporate entities which would, if they were people, be PSCs).
A person is a PSC if:
- Condition 1 - They directly hold more than 25% of the shares in the Company; or
- Condition 2 - They directly hold more than 25% of the voting rights in the Company or LLP; or
- Condition 3 - They hold, directly or indirectly, the right to appoint or remove a majority of the board of directors of the Company; or
- Condition 4 - They have the right to exercise significant influence or control over the Company; or
- Condition 5 - They have the right to exercise significant influence or control over the activities of a trust or firm which is not a legal person but which otherwise meets any one of the conditions listed above.
A body is an RLE if:
- It is a legal entity (i.e. a body corporate or a firm that is a legal person under the law by which it is governed); and
- It would be a PSC if it was an individual; and
- It is subject to its own disclosure requirements.
How should the PSC Register be presented?
At the moment there is no prescribed format for a PSC Register. It can be arranged in any way the directors of the company think fit, however it must provide the following information:
| For PSCs | For RLEs |
| Name | Name – i.e. corporate or firm name |
| Usual residential address and service address (if applicable) | Address of registered or principal office |
| Country, state or part of the United Kingdom in which you are normally resident | If applicable, the register of companies in which it is entered (including details of the state if a US based company) and its registration number in that register |
| Nationality and date of birth | Legal form of the person or entity and the law by which it is governed |
| Date on which they became a registrable person in relation to the company | Date on which it became a registrable person or registrable relevant legal entity in relation to the company |
| Which of the conditions 1 to 5 are met for having significant control | Which of the conditions 1 to 5 are met for having significant control |
Once created, a PSC Register must always have information about a company's PSCs or RLEs or an update on the progress of the company's investigations into such PSCs or RLEs. It must also be updated annually.
If it is found that the company has no PSC/RLE, the company is still required to file a declaration to that effect with Companies House.
What do you need to do?
From 30 June 2016, if you are incorporating a company or completing your Confirmation Statement (formerly its Annual Return) for an existing company, you will need to file the PSC information at Companies House, where it will be entered on the central public register.
Businesses that don’t comply with these requirements are committing a criminal offence and a number of sanctions can be imposed on the company and/or its directors.
How can Brethertons help?
Contact our experienced Company Commercial Team for help with:
- Identifying who your PSCs/RLEs are for each of your companies
- Compiling your register to be filed with Companies House
Contact the Company Commercial Team to find out how you can start your initial review:
Telephone: 01295 661436
Mobile: 07977 127154
Email: brian.auld@brethertons.co.uk