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  • From 6 April 2016, companies and Limited Liability Partnerships (LLPs) will be required to keep a register of Persons with Significant Control (PSC). This register must be available for inspection on request.
  • From 30 June 2016, PSC information must be submitted to the central public register at Companies House when making an Annual Confirmation Statement. The Annual Confirmation Statement is being introduced to replace the current Annual Return.
  • From 30 June 2016, those seeking to incorporate a new company or LLP will have to send a statement of initial significant control to Companies House alongside the other documents required for an application to incorporate.
  • From 26 June 2017, the entity must update its register within 14 days of [having the relevant information about] any change and notify Companies House within 14 days of that change.  

Identifying a Person with Significant Control (PSC) 

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

  Company LLP
1 Holds more than 25% of shares Holds rights over more than 25% of surplus assets on a winding-up
2 Holds more than 25% of voting rights Holds more than 25% of the voting rights
3 Holds the right to appoint or remove the majority of the board of directors Holds the right to appoint or remove the majority of those involved in management
4 Has the right to exercise, or actually exercises, significant influence or control Has the right to exercise, or actually exercises, significant influence or control
5 Holds the right to exercise, or actually exercises, significant influence or control over a trust or firm (not a legal entity) which would satisfy one or more of conditions 1 – 4 if it were an individual Holds the right to exercise, or actually exercises, significant influence or control over a trust or firm (not a legal entity) which would satisfy one or more of conditions 1 – 4 if it were an individual


Significant Influence or Control

  • A person has control over an entity if they have the power to direct its policies and activities.
  • Exercising significant influence enables the person to ensure that the entity adopts those policies or activities which they want it to adopt.
  • The control or significant influence does not have to be directed towards the financial and operating policies of the entity and does not have to be exercised for personal economic gain.
  • The right can exist through an LLP or shareholder agreement, through rights attaching to shares, securities or other financial interest, or through other means.

Companies with no PSC

A PSC must be an individual.

If a company (or LLP) is owned or controlled by a legal entity rather than an individual then it must be included on the PSC register if that legal entity it is both relevant and registrable i.e. a 'Registrable Relevant Legal Entity' (RLE).

  • A legal entity is relevant if it meets any of the conditions one to five above, and
    • Holds its own PSC register or
    • 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 legal entity is registrable if it is the first relevant legal entity in the company’s ownership chain.

Exemptions

The only entities which are not required to maintain a PSC register are those which

  • Have voting shares admitted to trading on a regulated market in the UK (including AIM) or European Economic Area (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel.
  • Prior to 26 June 2017, entities subject to Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules (DTRs) were excluded. These have until 24 July 2017 to compile the register and notify Companies House.

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