What is the Register of Persons with Significant Control (PSC)? Who must complete it? Who is a Person with Significant Control? What details must be included on the Register?

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This is a freeview 'At a glance' guide to the register of Persons with Significant Control (PSC).

  • Certain types of entity must keep a register of Persons with Significant Control (PSC) and notify details of their PSC to Companies House.
  • PSCs are individuals or legal entities that have control or influence over an entity. They generally comprise owners, beneficial owners or managing officers.
  • The PSC register is kept with an entity's statutory records must be available for inspection upon request.

The PSC rules apply to:

  • UK Companies
  • Limited Liability Partnerships (LLPs)
  • Scottish Partnerships (SPs)

The rules identify their owners or managing officers or trustees.

Identifying a Person with Significant Control (PSC) 

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

  Company LLP or SP
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 or a 'Registrable Relevant Legal Entity' (RLE).

If a company (or LLP or SP) 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
    • 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

  • Foreign companies.
  • Companies that 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 had until 24 July 2017 to compile the register and notify Companies House.

Useful guides on this topic

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