Specialist Areas

International Structures

More information about international structures will be available soon.

Ownership using nominees

A person who is acting as a nominee and does not actually exercise any significant control over the company would not be included in the register. However the person who holds the right to those shares (the beneficial owner) would be included.

If the nominee is holding the shares for another legal entity, then you must investigate whether that legal entity can be declared on the PSC register. If that legal entity cannot be disclosed on the PSC register then you must look through that company to identify anyone with a majority stake. 

This means that if there are five shareholders with one beneficial owner who has 100% significant control over the company then the shareholders will not be disclosed in the PSC register but the beneficial owner will be. 

If a company has one nominee shareholder, who is holding the shares on behalf of five different beneficial owners then none of the beneficial owners or the shareholder will need to be disclosed in the PSC register.

Foundations & Trusts

If your company or partnership is owned or controlled by a trust or firm (without a legal personality, e.g. English Limited Partnerships) then the company must look at whether the trust or firm meets one of the other four conditions. If they do then the PSC would be any of the trustees, beneficiaries, or other persons that has significant control over the trust/firm.

This is also consistent with companies & partnerships owned by overseas foundations.

For example, a UK company or partnership called “X” is owned by an overseas foundation.
The foundation meets the first condition - Directly or indirectly holding more than 25% of the shares/surplus assets.

“X” is obliged to look through the foundation to identify if there are people with significant control over the foundation.

If the members of the Foundation Council, the founder or beneficiaries or other persons has significant control over the foundation - for example the right to appoint or remove members of the Council, or a veto over the business plan or some other form of control - then they will appear on “X’s” PSC register.

For more examples of significant control over a trust/firm please see condition (v) on our Further Information page.

Requesting information and the Penalties for non-compliance

The company must take reasonable steps to determine whether any individual or any legal entity meets the conditions for being a PSC. Failure to take reasonable steps is a criminal offence.

Even if the company has taken all reasonable steps and is confident that there are no individuals or legal entities which is PSC then the company's register must state this on the register. The PSC register cannot be empty. If the company has a reason to believe that there is a PSC but is unable to identify them the company can serve notices requesting information on anyone they believe will know the identity of the PSC. This could include intermediaries or advisers such as lawyers, accountants, banks or any other contacts such as family or business partners. 

If the PSC does not respond to an additional warning notice the company could impose restrictions on any shares or rights they hold in the company.