Understanding the PSC register

The PSC register aims to provide clarity on business ownership and ultimately show who controls companies. Previously, only the legal and not necessarily the beneficial owner of an entity’s shares was recorded. As the register is publicly available, anybody can see who owns and controls a company (to which the regime applies) from going on Companies House. 

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What is the PSC Register?

The PSC register aims to provide clarity on business ownership and ultimately show who controls companies. Previously, only the legal and not necessarily the beneficial owner of an entity’s shares was recorded. As the register is publicly available, anybody can see who owns and controls a company (to which the regime applies) from going on Companies House.

What types of businesses must keep a PSC Register?

The regime applies to the following businesses:

  • UK incorporated companies limited by shares or guarantee
  • LLPs
  • Dormant companies.

Who is responsible for the PSC register?

Since June 2017, these entities must collect information about their PSCs, and must keep a PSC register since July 2017. There is a requirement for the entity to update their PSC register within 14 days following any changes.

The two main categories of entity that should be recorded on the register are registerable individuals with ‘significant control’, and any other registerable ‘relevant legal entities’ that have significant control and are required to keep a PSC register.

Identifying your People of Significant Control

There are five conditions (only one condition needs to be satisfied), which either the legal person or relevant legal entity must satisfy to be on the register, they are as follows:

  1. Direct or indirect ownership of more than 25% of the shares in the company
  2. Direct or indirect control of more than 25% of the voting rights in the company
  3. A direct or indirect right to appoint or remove a majority of the directors of the company
  4. The actual exercise or right to exercise significant influence or control over the company
  5. The actual exercise or right to exercise significant influence or control over the activities of a trust or firm that is not a legal entity which would itself meet one or more conditions 1-4 (or would do so if it were an individual)

By way of an example:

  • XYZ 123 Limited is UK incorporate company limited by shares
  • The Company is owned 100% by 123 ABC Limited
  • 123 ABC Limited is owned 90% by David and 10% by Julie (both holding full right ordinary shares)
  • The following registers will need to be made on the PSC register:
    o 123 ABC Limited will satisfy condition 1 and 2 as they directly own than 25% of the shares in the company and hold more than 25% of the voting rights
    o As David owns more than 25% of the shares in the company and more than 25% of the voting rights in 123 ABC Limited, he satisfies condition 1 and 2 and his interest is indirect
    o Julie will not need to be registered as she does not satisfy any of the conditions.

Contacting your PSC

It is important for the PSC Register to be kept up to date. If the Company or LLP does not comply with the requirement to notify changes to the registrar, an offence is committed by the company and every officer who is in default. A person guilty of an is liable on summary conviction to a fine not exceeding level 3 on the standard scale and there can be a further fine if the matter is not resolved.

Information you need to include in your PSC register

The information you need to include in your PSC register is:

  • name
  • date of birth
  • nationality and country of residence
  • correspondence address – known as the ‘service address’
  • home address (this must not be disclosed)
  • the date they became a PSC of the company
  • the date you entered them into your PSC register
  • all natures of control which apply

 

You must also include the level of their shares and voting rights, within the following categories:

  • over 25% up to (and including) 50%
  • more than 50% and less than 75%
  • 75% or more

Recording your PSC information

Companies will need to provide their PSC register to Companies House within 14 days of making a change to their own register. This can be done on the Companies House website. This is publicly accessible on their website, however individuals who may be at risk of violence or intimidation as a result of being on the register can apply to Companies House to have their information protected.

What to do if your PSC information changes

If your PSC information changes, you must record this in your company’s PSC registers within 14 days of the change.

How can Goughs help?

If you’re looking for more legal advice around the PSC register please get in touch with our corporate department to learn more about how we can assist you. Our team has a proactive, can-do, approach to business matters. We are not here to tell you what to do, but to help you to make things happen, how and when you want. To get in touch, complete the form below or email info@goughs.co.uk

Author Bio

Jonathan Carter-Lewis

I was first attracted to a career in law when I did an internship for a large conglomerate working in their corporate & commercial team, in Hong Kong. That gave me my first taste of what a lawyer does. 

I enjoy problem solving and being thrown into something that isn’t straight-forward. Finding ways to make my clients’ lives easier, putting smiles on their faces, and building strong working relationships are just a few of the highlights of the legal profession.

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