As part of the measures introduced by the Small Business, Enterprise and Employment Act 2015 to increase transparency around who controls UK companies, and to deter and sanction those who may hide their interests, companies are required to keep a register of persons with significant control (PSC register).

The statute imposes a duty on companies to obtain certain information from people with significant control in the company, record such information in the PSC register and make the register public.

On 26 June 2017, certain changes to filing obligations were introduced by the Information about People with Significant Control (Amendment) Regulations 2017. Now, each time a company enters or alters information contained in its PSC register, Companies House must be notified within 14 days of such entry or alteration. This replaces the previous requirement that changes be filed annually with the company’s confirmation statement.

The PSC regime: an overview

A person with significant control (PSC) is an individual that (either alone or as one of a number of joint holders of the share or right in question) meets one or more of the following conditions, as specified in the Companies Act 2006:

  • An individual who holds more than 25% of shares in the company.
  • An individual who holds more than 25% of voting rights in the company.
  • An individual who holds the right to appoint or remove the majority of the board of directors of the company.
  • An individual who has the right to exercise, or actually exercises, significant influence or control over the company.
  • Where a trust or firm would satisfy one 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.

Certain legal entities may also require registration under the PSC regime. A relevant legal entity (RLE) is a legal entity (a body corporate being a legal person under its governing law) that would have been a PSC had it been an individual.

When making an application to register a company, a statement of initial significant control must be included with the documents delivered to Companies House. If there is no registrable person or RLE, a statement is required to that effect.

If you have any queries in relation to the PSC regime you can contact a member of our Corporate department by calling 0161 941 4000 or emailing lawyers@myerson.co.uk.

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