As from earlier this month all UK companies and Limited Liability Partnerships (LLP) have to identify who are their ‘Persons with Significant Control’ (PSC ). The names of those people then need to be added to a public register which ultimately will be searchable online via Companies House.
It’s important that companies and LLPs regularly review their information and ensure that the relevant information held on the register is kept up-to-date.
If a company doesn’t do this they’re breaking the law by failing to comply with these requirements, which is a criminal offence. The public display of this information is intended to make it easier to identify who owns a particular company, all part of the UK Government’s G8 commitment to greater corporate transparency.
Our advice is that reasonable steps should be taken to determine whether any individual or legal entity satisfies the requirements for being considered a PSC. A PSC is someone in your company who:
- owns more than 25% of the company’s shares
- holds more than 25% of the company’s voting rights
- holds the right to appoint or remove the majority of directors
- has the right to, or actually exercises significant influence or control
- holds the right to exercise or actually exercises significant control over a trust or company that meets any of the other 4 conditions.
You’ll need to keep your PSC as part of your company register, as these need to be available for inspection
Before information about a PSC is added to the register, the PSC will need to confirm the information is correct. If the information has not been confirmed or the relevant information is not known, notice must be served on the PSC and this fact noted on the register.
A company’s register can never be empty. The register should hold the relevant information about the PSCs or the status of establishing the required information if it’s not yet been determined.
From 30 June 2016 onwards a company’s PSC information needs to be filed annually at Companies House when making its Confirmation Statement (formerly its Annual Return). If you are incorporating a company after 30 June 2016 you will need to complete a statement of initial control, containing your company’s PSC information, along with the other documents required for an application to incorporate.
The Bedrock team can advise on company incorporation.
