What is the PSC register?
As of 6 April 2016, it is a legal requirement for all companies and LLPs to keep and maintain a register of ‘Persons with Significant Control’ over the company/LLP.
Initially the PSC register must be held at a company/LLP’s registered office and made available for public inspection. From June 2016, details of any ‘Persons with Significant Control’ must be provided to Companies House when the company/LLP files an Annual Confirmation Statement, which is to replace the Annual Return.
Who is a ‘Person with Significant Control’?
A ‘Person with Significant Control’ is an individual or registrable entity (another company/LLP which is also required to keep a PSC register) that:
- holds, either directly or indirectly, more than 25% of the shares within the company, or a right to more than a 25% share of the profits or capital of the LLP;
- has, either directly or indirectly, control of more than 25% of the voting rights within the company/LLP;
- has a direct or indirect right to appoint or remove a majority of the directors of the company, or equivalent management body;
- has the right to exercise ‘significant influence’ over the company/LLP; or
- has the right to exercise ‘significant influence’ over any entity which is not required to keep a PSC register, which subsequently has significant influence over the company/LLP.
What do you need to do?
- Take reasonable steps to investigate and identify all ‘Persons with Significant Control’. Until such persons have been identified, the PSC register must state that the investigation is ongoing.
- Give notice to any person believed to be ‘Persons with Significant Control’ to ascertain whether the interest is held on behalf of another individual or entity upon which an investigation notice should also be served.
- The particulars to be stated on the PSC register where the ‘Person with Significant Control’ is an individual must be confirmed by the individual (or deemed confirmed) before they can be entered on to the PSC register.
- The PSC register must be kept up to date. Investigation notices should be served on any relevant individuals or entities if there is reasonable cause to believe a change has occurred.
Sanctions for non-compliance
Failure to keep a PSC register is a criminal offence, committed by both the company/LLP, and each of its officers. If convicted a company/LLP is likely to receive a fine, and an officer may face imprisonment for up to two years, a fine, or both.