Company secretarial: PSC Register

From 6 April 2016, all UK companies and limited liability partnerships are required to keep a register of persons with significant control. This is commonly referred to as a PSC Register. This is one of a number of measures introduced by the Small Business and Enterprise and Employment Act 2015. It is designed to increase the accountability of companies by making it easier to see who owns or controls them, and who might be making decisions about how they are run.

 

When will a person have significant control?

A person with significant control will meet at least one of the following 5 conditions:-

 

  1. directly or indirectly hold more than 25% of the nominal share capital; or

 

  1. directly or indirectly control more than 25% of the votes at general meetings; or

 

  1. directly or indirectly be able to control the appointment or removal of the majority of the Board; or

 

  1. actually exercise, or have the right to exercise, significant influence or control over the company; or

 

  1. actually exercise, or have the right to exercise, significant influence or control over any trust or firm which is not a legal entity) which has significant control (under one of the 4 conditions above) over the company.

 

If one or more of the above conditions are met by either an individual or legal entity, then there will be a person with significant control.

 

Information to be entered onto the PSC Register

The information to be entered onto the PSC Register differs on depending whether the person with significant control is an individual, or a legal entity.

 

Maintaining the PSC Register 

It is the responsibility of the company to obtain and confirm PSC information, to maintain the company’s PSC Register, and to provide the requisite PSC information to Companies House as part of the annual confirmation statement process.

 

Consequences of failure to comply

A failure to comply with the requirements is also a breach of statutory duties, and is also a criminal offence. It carries not only a fine, but also a prison sentence.

 

Filing PSC information at Companies House

Information in relation to persons with significant control is submitted to Companies House as part of the annual confirmation statement process.

The information is entered onto the central public register at Companies House.

 

What if there are no persons with significant control

Even if there are no persons with significant control, it is still important to keep a register, but simply record that there are no persons with significant control.

 

Inspection of PSC Register

The register should be kept at the company’s registered office and made available for inspection upon request.