Overview

Summary

Generally people with significant control are defined as persons who have 25% or more of the ownership and voting rights, have the right to appoint or remove the majority of the management/directors or people who actually have a significant influence and control over the company. The definitions differ slightly depending on the type of legal entity. 

UK Limited Companies

For UK limited companies, a person with significant control (PSC) is any individual who meets one or more of the following conditions:
(i) Directly or indirectly holding more than 25% of the shares,

(ii) Directly or indirectly holding more than 25% of the voting rights,

(iii) Directly or indirectly holding the right to appoint or remove a majority of directors,

(iv) Otherwise having the right to exercise, or actually exercising, significant influence or control,

(v) Having the right to exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.

UK & Scottish Partnerships

For UK Limited Liability Partnerships (LLP), Scottish Limited Partnerships (SLP) and Scottish Qualifying Partnerships (SQP), a person with significant control (PSC) is any individual who meets one or more of the following conditions:
(i) Directly or indirectly holding rights over more than 25% of the surplus assets on a winding up,

(ii) Directly or indirectly holding more than 25% of the voting rights,

(iii) Directly or indirectly holding the right to appoint or remove the majority of those involved in management,

(iv) Otherwise having the right to exercise, or actually exercising, significant influence or control,

(v) Holding the right to exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.

Information declared on the Register

The PSC register will record certain information about individuals and legal entities that have been identified as persons with significant control. The information that will be recorded are:

 

For an individual: 

•  Name

•  Date of birth

•  Nationality

•  Country or state

•  Service address

•  Usual residential address

•  Date on which the individual became a PSC

•  Which of the five conditions the individual meets

•  Any restrictions on disclosing the PSC's information that are in place


For a relevant legal entity: 

•  Name of the legal entity

•  Registered/principal office address

•  Legal form and governing law

•  The register and registration number in which it appears

•  Date on which the legal entity became registrable.

•  Which of the five conditions it meets

How and when to provide PSC information

Since 6 April 2016 most companies, Societates Europaeae (SEs) and Limited Liability Partnerships (LLPs) have been required to keep a register of people with significant control over them. This is in addition to keeping other registers such as a register of members and register of directors which companies, SEs and LLPs are already required to keep.


From 30 June 2016 companies, SE’s and LLPs have been required to deliver this PSC information annually to Companies House when completing their Confirmation Statement (previously called an Annual Return). In addition, anyone looking to incorporate a new company, SE or LLP will need to deliver this PSC information as part of the application process.


Eligible Scottish Partnerships (Scottish Limited Partnerships and general partnerships constituted under the law of Scotland that are qualifying partnerships) will also be required to identify and submit PSC information.

All existing Scottish Limited Partnerships (SLPs) will need to submit PSC information to Companies House from 24th July 2017.  The deadline for submitting this information is  7th August 2017.  


From 24th July 2017 all new SLP will need to give PSC information upon incorporation.


If there is a change to the PSC register after this date, they will have 14 days from the date the change was made to inform Companies House. SLPs will also need to confirm PSC information is up to date at least once a year by completing a Confirmation Statement.