PSC registers – your obligations
People with Significant Control – PSC Registers
Since 6 April 2016 UK companies, Limited Liability Partnerships (LLPs) and Societates Europaeae (SEs) have had to create and maintain a new register of people with significant control (PSCs). This new register is known as the PSC register.
From 30 June 2016, requirements to file records at Companies House will change. Instead of an annual return, a “confirmation statement” will become the means by which a company must provide or confirm information to Companies House. This will require companies to confirm certain information in relation to its PSCs on an annual basis. If you operate a company, it is important to have an understanding of what PSCs are, and what information is required to be obtained from them.
What is a PSC?
Briefly, a PSC is an individual who meets one or more of the following criteria in connection with the company concerned:
Directly or indirectly holds more than 25% of the shares;
- Directly or indirectly holds more than 25% of the voting rights;
- Directly or indirectly holds the right to appoint or remove the majority of directors;
- Otherwise has the right to exercise, or actually exercises, significant influence or control; and/or
- Has the right to exercise, or actually exercises, 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.
Providing PSC information
If you are a PSC, the company needs information from you to enter on the PSC register. You can provide this information by volunteering it, responding to a notice from the company requesting the information, or you can notify the company that you know you are a PSC, however have not received a notice. You must do this, as a failure to notify could be a criminal offence.
If you are aware of a change in your circumstances or details as a PSC, you should notify the company. If the company does not contact you within a month of the change, you must contact the company. Failure to do this is a criminal offence.
The company may send notices to someone who knows about your interest rather than you personally, and they must reply.
The company must keep its own PSC register up to date, with the assistance of the PSC. This information must be filed at Companies House annually and will be made available on the public register.
Required PSC information
As a PSC, you must provide the following information:
- Date of birth
- Country, state or part of the UK where you usually live
- Service address
- Usual residential address
- If your residential address is also the service address, then you do not need to give it again
- The date you became a PSC in relation to the company
- Which of the five conditions for being a PSC you meet, including quantification of your interest where relevant
- There is official wording to be used for this
- Any restrictions on disclosing your PSC information which are in place.
In exceptional circumstances, there is a regime for suppressing all information relating to PSCs, or preventing their residential addresses from being shared with credit reference agencies. However, ‘exceptional circumstances’ means where there is a serious risk of violence or intimidation. You would still be required to fulfil all other PSC requirements and your information will still be available to law enforcement.
Detailed further guidance on the subject of PSCs can be found here. It is the responsibility of the company (and so the directors) and the PSCs themselves to ensure the register is up to date.
If you require assistance in preparing your company’s PSC register, stat books, or need advice on other corporate records, our commercial solicitors in Sheffield can assist. You can get further information about the Ironmonger Curtis business law team here.
Ben Ironmonger is a solicitor at Ironmonger Curtis and can be contacted here.