People with significant control

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About the Register of people with significant control

The register of people with significant control (PSC register) is a beneficial ownership information disclosure regime which has been in force in the United Kingdom since April 2016. 

The law requires most UK companies and partnerships to identify and record the people who own or control them. Companies must hold a register of people with significant control, file their PSC information with the central public register at Companies House and keep it accurate and up-to-date.

The PSC register improves corporate transparency and helps inform business partners, investors and the general public of who ultimately owns or controls a company.

A company may not leave its PSC register blank. A relevant entry must be made even if there are no people with significant control or the company continues taking measures to identify them.

Failure to comply with the duties related to a company’s PSC register is an offence that can result in substantial fines or even imprisonment for company officers who are in default of such duties (for example company directors, LLP’s designated members or LP’s general partners). 

Here you will learn about the essential points of which UK company directors, shareholders, partners or beneficial owners must be aware, regardless of their citizenship, tax residency, domicile or place of business.The detailed guidelines on keeping the PSC register are published on the official website gov.uk. The most important of them is the Guidance for registered and unregistered companies, SEs, LLPs, and eligible Scottish partnerships.

Frequently Asked Questions

The requirements to keep a PSC register and/or file PSC information apply to:

  • companies (except companies with voting shares who are permitted to trade in a regulated market in the UK, the European Economic Area (other than the UK) or in specified markets in Switzerland, the USA, Japan and Israel);
  • limited liability partnerships (LLP);
  • eligible Scottish partnerships (these are not required to keep a PSC register but are required to deliver PSC information to Companies House for the central register); 
  • Societas Europaea (SE) (from 1 January 2021, any SE registered in the UK has been automatically converted to a “UK societas”. They may retain this status, or be further converted to a public limited company, or be wound up).

Eligible Scottish partnerships include:

  • limited partnerships in Scotland (SLP) and 
  • qualifying general partnerships in Scotland (SQP). A partnership is a “qualifying” partnership if each of its members is a limited company, or an unlimited company, or a Scottish partnership each of whose members is a limited company.

New companies file a statement of initial significant control to Companies House alongside the other documents required for an application to incorporate the company.

Existing companies deliver this information annually to the central register at Companies House when making a Confirmation Statement.

Companies must enter any changes to PSC information on the company’s own PSC register within 14 days. They must then file the information at Companies House within a further 14 days, where it will be entered on the central register. Companies that have elected to keep their PSC register at Companies House must file the information with Companies House within 14 days.

A company must:

  1. Take reasonable steps to find out whether there are people who have significant control over the company.
  2. Contact these people, or others who might know them, to confirm whether they meet one or more PSC criteria and, if they do, acquire the relevant information that must go onto the company’s PSC register. PSCs, or anyone whom the company has contacted on the basis that they might know about a PSC, must respond to these requests for information.
  3. Put the information on its own PSC register.
  4. File the information at Companies House to be made available on the central public register.
  5. Keep the information up-to-date.

A PSC is an individual who meets one or more of the following conditions in relation to a company:

  1. Directly or indirectly holding more than 25% of the shares;
  2. Directly or indirectly holding more than 25% of the voting rights;
  3. Directly or indirectly holding the right to appoint or remove a majority of directors;
  4. Otherwise having the right to exercise, or actually exercising, significant influence or control;
  5. Having the right to exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity but would itself satisfy any of the first four conditions if it were an individual.

A company which has identified that it does not have any PSCs will still need to keep a PSC register.

“Significant influence or control” are any grounds that are enough for a person to be considered a PSC in relation to a company.

A person may hold no shares in a company and yet may still be a PSC by exercising, or just having the right to exercise, significant influence or control over it. 

“Significant influence” and “control” have different meanings.

“Control” means that a person can direct the activities of a company.

“Significant influence” means that a person, even while being unable to direct company activities, can nonetheless generally cause the company to adopt the activities which that person desires.

IMPORTANT: The right to exercise significant influence or control over a company may result in that person being a PSC in relation to the company regardless of whether they actually exercise that right.

A person may hold a right to exercise significant influence or control as a result of a variety of circumstances including the provisions of a company’s constitution, the rights attached to the shares or securities which a person holds, a shareholders’ agreement, some other agreement or due to other circumstances.

Below are some examples of where a person has a right to exercise or actually exercises significant influence or control over a company:

A person has a right to exercise significant influence or control over a company  A person actually exercises significant influence or control over a company 
  • A person has absolute decision rights over decisions related to the running of the business of the company (for example, adopting or amending the company’s business plan, changing the nature of the company’s business, making any additional borrowing from lenders, appointment or removal of the CEO). 
  • A person has absolute veto rights over decisions related to the running of the business of the company. However, if a person holds veto rights in relation to certain fundamental matters (such as changing of the company’s constitution or nature of business, winding up the company etc.) for the purposes of protecting minority interests in the company then this is unlikely, on its own, to constitute “significant influence or control”.
  • A person is significantly involved in the management and direction of the company. For example, a person who is not a member of the board of directors and yet regularly or consistently directs or influences a significant section of the board, or is regularly consulted on board decisions and whose views influence decisions made by the board. 
  • A person’s recommendations are always or almost always followed by shareholders, who hold the majority of the voting rights in the company, when they are deciding how to vote.

The roles and relationships which would not, on their own, result in that person being considered to exercise significant influence or control (although this list is non-exhaustive) would include:

  • The person providing advice or direction in a professional capacity, for example as a lawyer, accountant, management consultant, investment manager, tax advisor or financial advisor.
  • The person dealing with the company under a third party commercial or financial agreement, for example as a supplier, a customer or a lender.
  • The person exercising a function under an enactment, for example as a regulator, a liquidator or receiver.
  • The person being an employee acting in the course of their employment.
  • The person is a director of a company, including as a managing director, a sole director or a non-executive or executive director who holds a casting vote.
  • The person makes recommendations to shareholders on an issue, or a set of issues, on a one-off occasion which is subject to a shareholder vote.
  • Rights held by all – or a group of – employees for the purpose of representing the employees’ interests in an employee-owned company.
  • Any person or entity in relation to any association, professional standards organisation or network of companies or firms which promulgates common rules, policies or standards to be adopted by the members of the network but does not otherwise control members of the network.

A person who has a role or relationship with the company of the kind listed above may, however, be a person with significant influence over the company either:

  • (a) If the role or relationship differs in material respects or contains significantly different features from how the role or relationship is generally understood; or
  • (b) If the role or relationship forms one of several opportunities which that person has to exercise significant influence or control.

A PSC is by definition an individual and not a legal entity, although a company may be owned or controlled by a legal entity other than an individual. 

A legal entity’s details must be placed on the company’s PSC register if the entity is both relevant and registrable in relation to the company.

A legal entity is relevant in relation to your company if it meets any one or more of the conditions (i) to (v) in the section ”Who are People with Significant Control?” and:

  • It keeps its own PSC register; or
  • It has voting shares that it may trade in a regulated market in the UK, or the European Economic Area (other than the UK), or in specified markets in Switzerland, the USA, Japan and Israel.

A Relevant Legal Entity (RLE) is registrable in relation to your company if it is the first relevant legal entity in your company’s ownership chain.

In other words, a registrable RLE is a legal entity directly participating in your company that would be a PSC if it were an individual and is also required to hold its own PSC register.

A company must take reasonable steps to determine whether any individual meets the conditions for being a registrable person, or any legal entity meets the conditions for being a registrable RLE in relation to the company, and if so, who that person or entity is. 

It may be that, having taken these steps, one still cannot identify a person or confirm their details, but failure to take reasonable steps is a criminal offence.

If you cannot determine a PSC or confirm their details then you must reflect this in your company’s PSC register using the relevant official wordings as listed in Annex 2 to the Guidance on the register of people with significant control (Annex 4 for LLPs or Annex 5 for Scottish partnerships). 

If your company has a simple ownership and control structure then you can probably work out quickly who is a PSC or a registrable RLE and should be entered on the PSC register.

When you are in the process of taking reasonable steps, this fact must be entered on your company’s PSC register. The register must say that: 

“The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.”

The first step is to consider all of the documents and information already available to you and whether they identify whether your company might have a PSC. You should consider interests in your company held by individuals, legal entities and trusts or firms (without legal personality). You should consider whether there is evidence either of any joint arrangements or of rights held through a variety of means that might ultimately be controlled by the same person.

 

PSC condition

What you need to check

(i)

Directly or indirectly holding more than 25% of the shares

  • Register of members
  • Articles of association 
  • Statement of capital (to identify whether anyone holds more than 25% of the shares).

(ii)

Directly or indirectly holding more than 25% of the voting rights

  • Register of shareholders
  • Articles of association
  • Shareholder agreements (e.g., if certain groups of shareholders can act together when voting)

(iii)

Directly or indirectly holding the right to appoint or remove the majority of directors

Any provisions in the articles of association or other covenants or agreements which concern the appointment or removal of directors holding the majority of votes at board level.

(iv)

Otherwise having the right to exercise, or actually exercising, significant influence or control

Whether anyone else who does not meet one or more of conditions (i) to (iii) has significant influence or control over the way your company is run, irrespective of any formal role.

(v)

Where a trust or firm would satisfy one or more of the first four conditions if it were an individual. 

Any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of that trust or firm.

Whether there is a trust or firm (without legal personality) which would have met any of conditions (i) to (iv) if it were an individual. 

If yes, the trustees would be entered on the PSC register and shown as meeting whichever of conditions (i) to (iv) apply. 

You then need to consider whether anyone has significant influence or control over the activities of that trust or firm. 

Once you have determined that your company has a PSC, you must make sure you have the relevant information you need about him or her to enter on the PSC register. 

IMPORTANT: The information about individuals (PSCs) needs to be confirmed before you can put it on your PSC register.

If you have identified an individual as a PSC or legal entity as a registrable RLE but 

  • you do not have the information you need, or 
  • (in the case of an individual PSC) you do not have confirmed information, 

you must serve notice on the individual or legal entity. You might choose to do this by post or email; either way you should keep a record of your communications.

An individual or a legal entity who knows that they should be entered on your company’s PSC register must contact your company one month after becoming a PSC or registrable RLE if they are required to be on your company’s PSC register but are not. Failure to do so is a criminal offence.

Information about a registrable RLE, unlike a PSC, does not need to be confirmed before it can go on the PSC register.

If you have reason to believe that there is a PSC or registrable RLE in relation to your company but have not been able to identify them you should consider serving notices, requesting information, on anyone that you know or have reasonable cause to believe knows the identity of the PSC or legal entity or trust or firm, or could know someone likely to have that knowledge. 

This could include intermediaries or advisers known to act for them, such as lawyers, accountants, banks, trust and company service providers, or any other contacts such as family members, business partners or known associates.The notices that you serve require a response within one month. Anyone who fails to respond (without a valid reason) commits a criminal offence. If they also fail to respond to an additional warning notice, and the addressee has a relevant interest in your company, then you must consider whether it is appropriate to impose restrictions on any shares or rights that they hold in your company.

 

Individual PSC

Where you have identified a PSC you need to obtain, confirm and then enter the following details on your company’s PSC register about the PSC:

  • Name;
  • Date of birth;
  • Nationality;
  • Country, state or part of the UK where the PSC usually lives;
  • Service address;
  • Usual residential address (if the residential address has already been given because it is also the service address, then you do not need to give it again);
  • The date when the individual became a PSC in relation to your company;
  • Which of the five conditions for being a PSC the individual meets, with quantification of the interest where relevant.

“Confirmed” information

Information about a PSC must be confirmed before you enter it on the PSC register.

Information can be treated as confirmed if:

  • The PSC supplied your company with the information;
  • The information was provided to your company with the knowledge of the PSC;
  • You asked the PSC to confirm that the information was correct, and they confirmed this; or
  • You hold previously confirmed information and have no reason to believe that it has changed.

Registrable Relevant Legal Entity (RLE)

Where you have identified a registrable RLE (i.e. a legal entity directly participating in your company that would be a PSC if it were an individual and which is required to hold its own PSC register) you must obtain and then enter the following information on your company’s PSC register:

  • The name of the legal entity
  • The address of its registered or principal office
  • The legal form of the entity and the law by which it is governed
  • If applicable, a register in which it appears (including details of the legal jurisdiction) and its registration number
  • The date when it became a registrable RLE in relation to your company
  • Which of the five conditions for being a PSC it meets, with quantification of its interest where relevant.

The PSC requirements apply whether your company has a PSC or not. 

A company’s PSC register must never be empty. 

If you have taken all reasonable steps and are confident that there are no individuals or legal entities which meet any of the conditions (i) to (v) in relation to your company, you must enter that fact on your company’s PSC register. The register must say that:

“The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.”

Information on your company’s PSC register must be kept up-to-date. You must file changes with Companies House promptly. Failure to do so is a criminal offence.

If any information entered on your company’s PSC register is no longer correct then you must update the information. 

Even if you cannot immediately enter new PSC information, your company’s PSC register should be updated to show the date from which information was no longer correct and a statement on the status of your new investigation should be placed on your company’s PSC register. 

You must do this within 14 days of knowing of the change in circumstances. You must file the new information with Companies House within a further 14 days. 

You must enter updated information on your company’s PSC register once you have:

  • Been informed of the change;
  • Obtained all of the updated information you need to enter on your company’s PSC register; and
  • Confirmed this updated information if it relates to a PSC, assuming it was not provided by the PSC or with his or her knowledge. (There is no requirement to confirm information relating to RLEs.)

Any change to a company’s PSC register must be filed with Companies House with 14 days of the change being made.Companies must annually confirm that the PSC information on the central register is correct, even if there have been no changes.

When you become aware that someone has stopped being a PSC or registrable RLE you must record the date when they ceased to be a PSC of your company in your company’s PSC register within 14 days. You must deliver the information to Companies House within a further 14 days. 

You must keep the information about them on your company’s PSC register for ten years from when they stopped being a PSC.

A company must keep its PSC register accessible.

It can keep it either at its registered office or at another location provided that the company has notified Companies House.

Any individual or organisation that has a proper purpose for doing so may have access to your register free of charge, or have a copy of it for which you may charge a fee. They must make a request to you which sets out: 

  • Their name;
  • Their address; and
  • If they are an organisation then they must include the name and address of an individual who is responsible for making the request on the organisation’s behalf;
  • Their purpose for seeking the information.

You must respond to the request within 5 working days of receipt. Your reply should include the requested information, noting the date when it was last updated. You can charge up to £12 for providing a copy of your company’s PSC register.

Almost all information about any PSC will be available to the public on the central register at Companies House. 

The only information that will not be publicly available is:

  • The PSC’s usual residential address (unless a residential address has been provided as a service address); and
  • The PSC’s date of birth.

All information held by Companies House will be available to law enforcement agencies, credit reference agencies and certain public authorities.

PSC information PSC information which you must provide in response to requests for copies of your PSC register PSC information which Companies House will make available on the central public register PSC information which Companies House will make available if your company chooses to keep its PSC register at Companies House
Name
Full date of birth Month and year
Nationality
Country / area of residence
Service address
Residential address
Date of becoming a PSC
Which of the conditions for being a PSC are met

A company can choose to keep its own PSC register at Companies House instead of at its registered office or specified alternative location.

If you want to keep your company’s PSC register at Companies House you must:

  • Give notice to each PSC or registrable RLE that you intend to elect to keep your company’s PSC register at Companies House at least 14 days in advance. If no one objects then you may go ahead;
  • Give notice of your decision to the registrar at Companies House. You should confirm in your notice that your company’s PSCs or registrable RLEs do not object;
  • Include with your notice to the registrar all of the current information required to be contained in your company’s PSC register;
  • File any updated information at Companies House if it changes between your original notice to the registrar and when Companies House begins to hold your register (failure to do so is an offence); and
  • Note in your company’s PSC register (now your “historic register”) that: “An election to hold the register at Companies House is in force.”

If you keep your company’s PSC register at Companies House you must keep the information on the register up-to-date. You must file changes to PSC information at Companies House within 14 days of being aware of the change, i.e. as soon as you would have been required to enter it in your company’s PSC register if you were keeping it at your own company. Failure to do so is a criminal offence.

Your company must continue to keep its old PSC register (now its “historic register”) accessible (without making any updates to it). This means that you must make access to it available free of charge and that you must provide copies of it upon request. Failure to do so is a criminal offence.

Everything that has been said above applies in general to both companies and LLPs. The information below, however, is exclusively specific to LLPs.

A PSC is an individual who meets any one or more of the following conditions in relation to an LLP:

PSC conditions for Limited Liability Partnerships
  PSC condition What you need to check
(i) Directly or indirectly holding rights over more than 25% of the surplus assets on a winding up LLP Agreement. The agreement might be written down but need not be. The agreement might be explicit and obvious or it might be implicit and arise from the way in which the LLP operates in practise. If the agreements do not specify any rights to surplus assets on winding up then you should treat the surplus assets on winding up as being split equally between the members of the LLP. You must then consider whether this means that anyone has rights to more than 25%.
(ii) Directly or indirectly holding more than 25% of the voting rights With regard to decisions that the LLP must make through its members voting, you should consider the members’ voting rights according to any partnership or other agreement (see above). If any such agreement does not specify any voting rights then you should treat voting rights as being split equally between the members of the LLP. You must then consider whether this means that anyone has rights to more than 25%.
(iii) Directly or indirectly holding the right to appoint or remove the majority of those involved in management LLP or other agreement. Consider whether anyone has the right to appoint or remove people such that they control the majority of voting rights concerning management of the LLP.
(iv) Otherwise having the right to exercise, or actually exercising, significant influence or control A person who does not meet conditions (i) to (iii) may still have significant influence or control of your LLP.  To work out whether someone has significant influence or control of your LLP you must consider a range of factors set out in statutory guidance.
(v)  Holding the right to exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity but would itself satisfy any of the first four conditions if it were an individual. If a trust or firm (without legal personality) has any ownership of control over your LLP then you must consider whether that trust or firm would meet any of conditions (i) to (iv) if it were an individual. If the trust or firm would meet any of conditions (i) to (iv) then you must consider the individuals or legal entities who control the activities of the trust or firm. To work out whether someone has significant influence or control of the trust or firm you must consider a range of factors set out in statutory guidance.

Official wordings that can be entered on an LLP’s PSC register are listed in Annex 4 to the Guidance on the register of people with significant control.

Partnerships formed under the law of Scotland have distinct legal status under section 4 of the Partnership Act 1890.

The requirements for SLPs and SQPs are set out in the Scottish Partnerships (Register of People with Significant Control) Regulations 2017.

A PSC is an individual who meets any one or more of the following conditions in relation to an eligible Scottish partnership:

PSC conditions for eligible Scottish partnerships (including all Scottish LPs)
  PSC condition What you must check
(i) Directly or indirectly holding the right to more than 25% of the surplus assets on winding up You should review your partnership agreement (including written or verbal or implied) and any other agreements which might be relevant, for instance between a subset of partners, or between a partner and a non-partner.  If there is no agreement regarding rights over more than 25% of the surplus assets on winding up then you should consider the surplus assets as shared equally among the partners and see whether anyone, as a result, has rights to more than 25%.
(ii) Directly or indirectly holding more than 25% of the voting rights You should consider voting rights in respect of the matters to be decided on by a vote of the partners of the partnership.  You should review your partnership agreement, together with any other agreements which might be relevant, and consider whether voting patterns suggest that some parties (for example members of the same family) might be acting together. If there is no agreement regarding rights over more than 25% of the votes then you should consider the votes as shared equally among the partners and see whether anyone, as a result, has rights over more than 25%.
(iii) Directly or indirectly holding the right to appoint or remove the majority of those entitled to take part in the management of the partnership You should review your partnership agreement and any other agreements which might be relevant. You must consider whether anyone has the right to appoint or remove people such that they control the majority of voting rights concerning management of the partnership.
(iv) Otherwise having the right to exercise, or actually exercising, significant influence or control You should consider whether anyone else who does not meet one or more of conditions (i) to (iii) has significant influence or control over the way in which your partnership is run irrespective of any formal role.  Guidance sets out what is meant by significant influence or control. 
(v)  Where a trust or firm would satisfy one or more of the first four conditions if it were an individual. Any individual holding the right to exercise, or actually exercising, significant influence or control over the activities of that trust or firm. You should consider whether there is a trust or firm which would have met any of the first four conditions if it were an individual.  Where this is the case, you should deliver information on the trustees to Companies House and showing whichever of the first four conditions apply. You then need to consider whether anyone has significant influence or control over the activities of that trust or firm.  See Guidance on the meaning of significant influence or control over the activities of a trust or firm. 

Official wordings for entering on a Scottish partnership’s PSC register are listed in Annex 5 to the Guidance on the register of people with significant control.

Register of people with significant control: summary

  • Keeping a PSC register is a must for almost all UK companies (except listed companies), LLPs and eligible Scottish partnerships (including all Scottish LPs).

  • Information about a PSC must be confirmed before it is entered upon the register. A company must notify a person who is believed to be a PSC and get their response. 

  • A PSC register cannot remain blank (if there is no available information then a company must reflect the measures it is taking to comply with the requirements of the law).

  • A company may elect one of these two options: 

    1. To keep its own PSC register (at its registered office or other place), file the information contained therein with Companies House, update it upon any changes within 14 days and confirm its correctness annually; or
    2. Keep its PSC register in Companies House (the central register) and inform Companies House of any changes in PSC information on a real-time basis.

In both cases, the information about PSCs will be available for the general public through Companies House. 

  • Failure to comply with PSC requirements by a company or its directors, or by an LLP’s designated members, is a criminal offence. 

You can find the detailed Guidance for companies, limited liability partnerships and eligible Scottish partnerships on the register of people with significant control (PSC) requirements here.

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