Under new government legislation from 6 April 2016 each and every Limited company is required to maintain a register of Persons of Significant Control (PSC).
The PSC register is to be submitted on an annual basis to Companies House when submitting the Confirmation Statement and will be available to the general public for viewing or is to be made available on request from the public.
Whilst the register must be maintained from the 6 April 2016 the first time it will be submitted is after the 30 June 2016 when the Confirmation Statement is brought into effect.
What’s a Person of Significant Control?
The guidance from Companies House shows that for someone to qualify as a PSC one of the following conditions must be met:
- An individual who holds more than 25% of shares in the company.
- An individual who holds more than 25% of the voting rights in the company.
- An individual who holds the right to appoint or remove the majority of the board of directors.
- An individual who has the right to exercise, or actually exercises, significant influence or control over the company.
- A trust or firm which would satisfy conditions 1) to 4) were it an individual.
Conditions 1) to 3) can be met directly or indirectly. A condition is met indirectly where an individual holds their rights through another company or trust.
If any individual meets the above conditions then they need including on the PSC register.
What does the register look like?
The register can be a hand written register or it can be held electronically, i.e. an excel or word document, but it must contain the following information on each individual:
- Date of birth.
- Country, state or part of the UK where the individual usually lives.
- Service address (this is in effect a correspondence address, we suggest using the companies registered office).
- Usual residential address (this must not be disclosed when the register is made available for inspection and will not be disclosed by Companies House).
- The date the individual became a PSC (default date should be 6 April 2016 if individual would have been a PSC before this date).
- Which conditions are being met, i.e. i) to v)
- If conditions i) or ii) are met then they must disclose which category they fall under; Over 25% up to 50%, More than 50% and less than 75%, 75% or more.
- The register only needs to state if an individual meets condition iv) if they do not meet one of the conditions i) to iii).
- Whether an application has been made for an individual’s information to be protected from public disclosure (this application can only be made if there is a threat of violence of intimidation).
The register must be kept up to date by the company.
The register must be submitted on an annual basis to Companies House along with the Confirmation Statement (the replacement to the Annual Return).
- Further Details can be found on the ICAEW website: http://www.icaew.com/en/technical/legal-and-regulatory/company-law/register-of-persons-with-significant-control
- PSC Guidance