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From 6 April 2016 UK companies and LLPs must keep a PSC Register

From 6 April 2016 almost all companies and all LLPs registered in the UK must keep a register of all persons who have significant control over them (the "PSC Register"). If the PSC Register is not in place now the law will impose penalties.

If you have a UK company or LLP, and you have not yet created a PSC Register, we strongly recommend that you act immediately. If you subscribe to our company secretarial service, we will create and complete the registers based on the information confirmed by you.

This note only refers to companies but LLPs are essentially subject to the same regime, and those clients with LLPs who have not already acted, will need to do so now.

The purpose of the register is to reveal those who ultimately own or control the company. It therefore would show those who directly own a company but also those who control it through another company (including a company incorporated outside of the UK), trust, foundation or nominee shareholder.

The PSC Register is to be sent to Companies House when the next Compliance Statement (the form which replaces the current Annual Return) is filed. This will be between 1 July 2016 and 30 June 2017 depending upon the return date of the company. In addition, the PSC Register must be available at the company's registered office from 6 April 2016 for inspection or copying, but the company may apply to court if it feels as though an application for it is not for a "proper purpose".

Who is the PSC?

The legislation surrounding the PSC Register is complex requiring several sets of guidance published by the UK Government. However, essentially, a person will be a PSC if:

  • The individual holds, directly or indirectly, more than 25% of the shares in the company
  • The individual holds, directly or indirectly, more than 25% of the voting rights in the company
  • The individual holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company
  • The individual has the right to exercise, or actually exercises, significant influence or control over the company
  • The final condition is intended to ensure that where a trust or a firm has significant influence or control of a UK company, any individuals (other than the trustees or general partners) who exercise significant influence or control over the trust or firm are also disclosed as PSCs

Penalties

If a company does not take reasonable steps to identify its PSCs, hold the register, or fails to send the required notices, the company and those of its officers in default will have committed a criminal offence. It will also be a criminal offence if a person fails to respond to an information request, and they may find their voting and dividend rights suspended.

Individuals at risk of harm

There may be circumstances where a PSC's required particulars should be suppressed from public disclosure to protect individuals at serious risk of harm. The grounds for an application under the protection regime are where there is a serious risk that the PSC, or a person who lives with the PSC, will be subjected to violence or intimidation if their PSC information is publicly disclosed. This risk of physical harm must also be due to the company's activities, or circumstances specific to an individual PSC and their link to the company.

How we can help

If you require our assistance in creating the PSC Register, determining who should be entered in it, or would like to apply for a PSC's particulars to be suppressed from public disclosure under the protection regime, please get in touch to see how we can help.


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 Philip Jacques


Philip Jacques

Senior Legal Advisor 
T: +44 (0)117 918 1381
E:  pjacques@jordanstrustcompany.com


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