What Is A Person With Significant Control (PSC)?

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Emilene LucasLegal Assessment Team Supervisor
Updated on 8th May 2024

Persons with Significant Control, sometimes called beneficial owners, are people who own or have a big say in how a company operates.

Most companies have to keep a record of persons with significant control in a register and give this information to Companies House.

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This information is required to determine who controls a company, especially in larger businesses with more complex ownership structures.

In this article, we'll explore Persons with Significant Control, covering the legal responsibilities for keeping a PSC register, essential information needed, and compliance obligations. We'll also discuss the important distinctions between directors and PSCs.

Table of Contents

What A Person With Significant Control?

A Person with Significant Control is an individual or entity with significant influence or control over a company. For example, if they:

  • Own more than 25% of shares in a company

  • Have more than 25% of voting rights

  • Have the right to appoint or remove the majority of directors

  • Can exert significant influence or control over a company, trust, or firm.

What is the Persons with Significant Control register?

The PSC (Persons with Significant Control) register is designed to record details of Persons with Significant Control.

It was introduced as part of the UK Government's efforts to make it easier to identify those who benefit financially from a company and combat the misuse of companies.

A PSC register should include the:

  • Individual's name

  • Date of birth

  • Nationality

  • Residential address

  • Service address

  • The date they became a PSC

  • The date they were entered into the PSC register

  • Nature of control or influence they exert over the company.

Companies, Societates Europaeae, and limited liability partnerships must maintain a PSC register and file the information with the central public register at Companies House, which is accessible to the public.

A PSC register can't be blank and, if it's not possible to collect all the required information for a company's PSC register, you must provide a statement explaining why.

When was the requirement for a PSC register introduced?

The requirement for a PSC register was introduced as part of the Small Business, Enterprise, and Employment Act 2015. It came into effect on 6th April 2016 for:

  • Private companies limited by shares or by guarantee

  • Public companies limited by shares or by guarantee, except those falling within specific exceptions outlined in section 790B(1) of the Companies Act 2006

  • Unlimited companies

  • Unregistered companies

  • Societas Europaea

  • Dormant companies, community interest companies, and charitable companies.

When should a company provide PSC information to Companies House?

Companies must provide information from their PSC register to Companies House within 14 days of any changes made to their register.

How often should PSC information be updated?

New information must be entered on the company's register within 14 days and provided to Companies House online within a further 14 days after:

  • becoming aware of a change,

  • obtaining all necessary information, and

  • confirming the information, particularly if it relates to an individual.

Where can I find information on persons with significant control in my company?

Companies must take reasonable steps to identify anyone who qualifies as a registerable person or a registerable Relevant Legal Entity (RLE).

A company should consider all documents and information available, including interests held by individuals, legal entities, trusts, and firms without legal personality. Additionally, the company should investigate leads regarding potential direct or indirect interests in the company.

What are the obligations regarding contacting PSCs for confirmation of information?

A company must make reasonable efforts to contact its Persons with Significant Control and confirm the accuracy of the information for the PSC register. If someone refuses to provide the required information, they could face criminal charges.

What actions can a company take if a PSC fails to comply?

If a PSC fails to comply with the obligation to provide information, the company may need to take steps to ensure compliance.

This could include putting restrictions on the shares or voting rights of the non-compliant individual or entity.

What are the consequences of not meeting these requirements?

Failure to provide accurate information on the PSC register or to comply with notices requesting information are considered criminal offenses. Penalties may include fines and/or a prison sentence of up to two years.

What is PSC information protection?

PSC information protection is a process where individuals can request to keep their details private on the Companies House register. Any Person with Significant Control (PSC) can apply for protection if they want to keep their information confidential.

If a PSC applies for protection, you need to note it down on your company's PSC register to inform stakeholders and regulatory authorities about the confidentiality of certain PSC information.

Protection starts from the date the application is submitted to Companies House, and can be removed if requested.

Who can inspect the PSC register and can you charge a fee?

Anyone can look at the PSC register for free. As such, it must be available at the registered office or a single alternative inspection location.

There are no limitations on what information can be inspected in the register, except for the home addresses of PSCs, which must not be disclosed.

While you can't charge a fee to inspect the PSC register if copies are requested you can charge up to £12 per copy.

Is it possible for a company to have no persons with significant control?

It is possible for a company not to have anyone with significant control. If this is the case for your company, you should tell Companies House.

What is the difference between a director and a Person with Significant Control (PSC)?

A director is responsible for the day-to-day management of a company, while a Person with Significant Control owns or controls the company. These roles are separate and not necessarily linked.

That being said, a director is often considered a person with significant control if they are also a shareholder in the company because the criteria for being a PSC are usually associated with powers held by shareholders, not directors.

Is every shareholder considered a person with significant control?

Not all shareholders are considered Persons with Significant Control.

To be considered a PSC, a shareholder must hold over 25% of shares in the company, more than 25% of the voting rights, or have the right to appoint and resign the majority of the board of directors.

Is a CEO considered a person with significant control?

Not every CEO is considered a Person with Significant Control, it depends on the shareholding structure of the company and the powers associated with the CEO's position, such as voting rights and board appointment authority.

How can Lawhive help?

At Lawhive, our experienced network of commercial lawyers is here to help with any matters related to persons with significant control.

They can support you in understanding the requirements and obligations concerning PCS, helping you to ensure compliance with regulatory standards.

Further, if you're unsure about who qualifies as a PSC they can conduct thorough reviews of your company's documents, including registers, articles of association, and shareholder agreements, to identify potential PSCs.

Whether you're a small startup or a large corporation, Lawhive is here to assist you with all your legal needs related to Persons with Significant Control.

Contact us today to learn more about how we can help and get a free quote for the services of a specialist lawyer.

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