All UK private companies, including companies limited by guarantee, and UK LLPs have been required since April 2016 to keep a register of ‘Persons of Significant Control’.

PSC information is required to be sent to Companies House as when a new company is registered, and annually to Companies House with a Confirmation Statement (which replaced the annual return). The company has a continuing obligation to maintain the register and investigate when it believes there may have been a change in PSC.

Identifying a PSC

There are 5 conditions, any one of which will result in an individual or legal entity being registrable on the PSC register.

These are:

• holding, directly or indirectly, more than 25% of the shares in the company.
• holding, directly or indirectly, more than 25% of the voting rights in the company.
• having the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company.
• having the right to exercise, or actually exercises, significant influence or control over the company.
• exercising significant influence or control over the trustees of a trust or partners of a firm, where that trust or firm is not a separate legal entity, but where those trustees or partners would otherwise meet the conditions above.

Non-Compliance?

PSCs themselves have an obligation to notify the company within one month of becoming a PSC. They commit an offence if they fail to notify or respond to a notice from the company. In addition, the company may apply sanctions in relation to shares held by the PSC and the rights attached to those shares. Failure to comply may result in the company and its directors committing an offence.

What if a PSC does not want their details on the public record?

The PSC may consider applying under the Companies House protection regime. This regime is intended to protect those PSCs, or a person who lives with a PSC, from public disclosure where such disclosure may put them at serious risk of violence or intimidation. An individual’s residential address can be replaced with a ‘Service Address’ on the public record without applying via the Companies House protection regime.

Alternatively, you could talk to us about reviewing your corporate structure.

Help

If you are uncertain as to whether a person is or is not a PSC of your company, if you require help in filing your Confirmation Statement or have any other concerns about keeping and maintaining your PSC Register – any member of KBL’s Corporate Department will be pleased to advise and assist you.