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PSC registers are now mandatory for limited companies and LLPs

In this note, references to a “company” also include references to a Limited Liability Partnership (LLP).

From 6 April 2016 all UK companies and LLPs are required to create and maintain a register of People with Significant Control (PSC) alongside their registers of directors and members.   And since 1 July 2016 companies and LLPs have had to file a Confirmation Statement in place of the old Annual Return. 

Technically, no company or LLP can have a blank PSC register.  Of course, many organisations will already know who their PSCs are and, subject to getting formal confirmation of them, will be in a position to prepare their register accordingly.  But when a company or LLP is in the process of taking steps to identify its PSCs, this fact must be entered on the PSC register and there is a prescribed wording: “The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.”

The people who control a company or an LLP may change over time and the regulations say that an individual who acquires signicant control of an organisation must tell the organisation within a set time limit.  The company or LLP will need to make enquiries if a new shareholder or director does not make the necessary notification.

Below is detailed guidance on the who oir what is a PSC and what must be recorded:

So, who or what is a PSC?

A PSC is someone (or another  organisation) who meets one or more of the following conditions:

(i)   Directly or indirectly holding more than 25% of the shares; or
(ii)  Directly or indirectly holding more than 25% of the voting rights; or
(iii) Directly or indirectly holding the right to appoint or remove a majority of directors; or
(iv) Otherwise having the right to exercise, or actually exercising, significant influence or control over the organisation; or
(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.

What about indirect shareholdings?

Direct and indirect shareholdings must be included.  For example, if company A’s shares are owned 15% by person B and 85% by company C, and B also owns 15% of company C, B controls a total of 27.75% of company A’s shares and is a PSC of company A.

What does the company need to do?

An officer of the company must take reasonable steps to identify a company’s PSCs and will need to record the following in the PSC register for each PSC it identifies:
• Name;
• Date of birth;
• Nationality;
• Country, state or part of the UK where the PSC usually lives;
• Service address;
• Usual residential address (but if the residential address and the service address are the same, you do not need to record it again);
• The date when the individual became a PSC in relation to the company – companies will record 6 April 2016 if the condition was met on or before that date; and
• Which of the five conditions for being a PSC the individual meets (with quantification of the interest where relevant).

For a PSC who meets one or more of conditions (i) to (iii) above, the company is not required to identify whether they also meet condition (iv).

In making entries in the register you must use the official wording and you must take due account of any restrictions on disclosing the PSC’s information that might be in place.

The information about a PSC has to be confirmed with that person before it is entered on the PSC register (unless the PSC personally provided the information).

As will be seen below, "quantification of the interest" means confirming the percentage of control held or exercised at the time in three bands - more than 25% but not more than 50%; 50% but not more than 75%; and 75% or more.

What if a company is owned by anther organisation?

A PSC is by definition an individual, and not a legal entity.  But a company might be owned or controlled by another legal entity, not an individual.  In such cases the legal entity’s details must be put on the PSC register if it is both relevant and registrable in relation to the company.

A legal entity is relevant in relation to a company if it meets any one or more of the conditions (i) to (v) set out above and:
• It keeps (or should keep) its own PSC register;
• It is subject to Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules (DTRs); or
• It has voting shares admitted to trading on a regulated market in the UK or European Economic Area (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel.

A relevant legal entity (RLE) is registrable in relation to a company if it is the first relevant legal entity in that company’s ownership chain.  So, a UK company which owns 100% of the shares in a UK subsidiary is a registrable RLE as far as the subsidiary is concerned and that fact must be recorded in the subsidiary’s PSC register.  If the parent company has any PSCs, their details must be recorded in the parent company’s PSC register.

Where a registrable RLE has been identified, the company must obtain and then enter the following information on the PSC register:
• Name of that legal entity;
• The address of its registered or principal office;
• The legal form of the entity and the law by which it is governed;
• If applicable, the register in which it appears (including details of the state) and its registration number;
• The date when it became a registrable RLE in relation to the company;
• Which of the five conditions for being an RLE it meets, with quantification of its interest (as noted above) where relevant, but
  - for an RLE that meets one or more of conditions (i) to (iii) the company is not required to identify whether the RLE also meets condition (iv); and
  - the official wording must be used.

What if there are no PSCs or RLEs to be recorded?

If the company has taken all reasonable steps and is confident that there are no individuals or legal entities which meet any of the conditions (i) to (v) in relation to it, that fact must be entered on the PSC register as follows:  “The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.”

What are the ongoing obligations?

The PSC register must be kept up to date, including recording when an individual ceases to be a PSC.  Failure to keep the PSC register up to date is a criminal offence.

The company must enter updated information on its own PSC register once it has:
• been informed of the change;
• obtained all of the updated information that needs to be entered on the company’s PSC register; and
• confirmed the accuracy of that updated information if it relates to a PSC, assuming it was not provided by the PSC or with his or her knowledge. (There is no requirement to confirm information relating to RLEs.)

Updating the central public register at Companies House

If a company is incorporated after 30 June 2016 it will be necessary to complete a statement of initial control, containing the company’s PSC information, as part of the process.

If a company was incorporated before 30 June 2016, when the company completes its first Confirmation Statement with Companies House after that date it will notify its PSC information too.  The Confirmation Statement replaced the Annual Return from 30 June 2016 and from then on must include the PSC information.  Naturally, a company should use the information entered on its own PSC register.

No matter when it was incorporated, a company must check its information registered with Companies House at least once a year and complete its Confirmation Statement.  For most companies the only mechanism they will use to update PSC information registered with Companies House is via the Confirmation Statement.  Where there are changes to a company’s own PSC register throughout the year these changes should all be included as part of the annual Confirmation Statement.  However, companies that have elected to hold their own register at Companies House will need to file updated information in real time.

What if there’s an error?

If a company has received correct information but entered it incorrectly, it will need to make the necessary changes to its own PSC register immediately.  That information should then be updated on the central public register at Companies House using the relevant filing mechanism.

Where should the PSC register be kept and who can access it?

A company must keep its own PSC register accessible.  It can be kept at the registered office, or at another location provided Companies House has been notified.

Anyone (an individual or organisation with a proper purpose) may have access to the PSC register free of charge, or may have a copy of it for an optional fee.  They must make a request to the company, which sets out:
• their name;
• their address;
• for an orgnaisation, the name and address of an individual responsible for making the request on that organisation’s behalf; and
• their purpose in seeking the information.

The company must respond to the request within five working days of receipt.  The reply should include the requested information, noting the date it was last updated.  A company can charge up to £12 for providing a copy of its PSC register.

If it is believed that the request was not made for a proper purpose and the company wishes to refuse the request, it must apply to court within five working days of receipt and reply to the request saying that it has done so.  The court will then decide whether the company must comply with the request.  It is a criminal offence to refuse a request without applying to court.

When access is granted to a company’s own PSC register, it must make available all of the information requested apart from a PSC’s usual residential addressA company must not disclose a PSC’s usual residential address (though this will be unavoidable if a PSC’s service address and residential address are one and the same).


Set out below are the various types of wording required to be used depending on the circumstances:

If your company has no PSCs or registrable RLEs state:
• The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.

If there are any unidentified PSCs, state:
• The company knows or has reasonable cause to believe that there is a registrable person in relation to the company but it has not identified the registrable person.

If there are any unconfirmed particulars, state:
• The company has identified a registrable person in relation to the company but all of the required particulars of that person have not been confirmed.

If you are in the process of taking the reasonable steps needed to identify a PSC state:
• The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.

If it is necessary to confirm that Notices have been issued (which will apply in cases where notices envisaged by the law are required), you record one of the following: 
• The company has given a notice under section 790D of the Act which has not been complied with; or.
• The addressee has failed to comply with a notice given by the company under section 790E of the Act; or
• The company has issued a restrictions notice under paragraph 1 of Schedule 1B to the Act; or
• The company has withdrawn the restrictions notice by giving a withdrawal notice; or 
• The court has made an order under paragraph 8 of Schedule 1B to the Act directing that a relevant interest in the company cease to be subject to restrictions.

What you record when a PSC meets condition (i):
• The person holds, directly or indirectly, more than 25% but not more than 50% of the shares in the company; or
• The person holds, directly or indirectly, more than 50% but less than 75% of the shares in the company; or
• The person holds, directly or indirectly, 75% or more of the shares in the company.

When a PSC meets condition (ii) you would record:
• The person holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company; or
• The person holds, directly or indirectly, more than 50% but less than 75% of the voting rights in the company; or
• The person holds, directly or indirectly, 75% or more of the voting rights in the company.

When a PSC meets condition (iii) the terminology is:
• The person holds the right, directly or indirectly, to appoint or remove a majority of the board of directors.

When a PSC meets condition (iv) you record:
• The person has the right to exercise, or actually exercises, significant influence or control over the company.

In relation to trusts, when a PSC meets condition (v) (in relation to trusts) you record the wording below depending on the way the control is held:
If by way of holding shares you state:
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the shares in the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the shares in the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and the trustees of that trust (in their capacity as such) hold, directly or indirectly, 75% or more of the shares in the company.
If by way of controlling voting rights you record:
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company, or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and the trustees of that trust (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the voting rights in the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and the trustees of that trust (in their capacity as such) hold, directly or indirectly, 75% or more of the voting rights in the company.
Or if by some other method you say:
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and the trustees of that trust (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a trust; and, the trustees of that trust (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.

When, in relation to FIRMS, a PSC meets condition (v) you state the following, again depending on how the control is exercised:
If by way of holding shares:
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% but not more than 50% of the shares in the company, or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the shares in the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) hold, directly or indirectly, 75% or more of the shares in the company.
If by way of controlling voting rights:
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) hold, directly or indirectly, more than 25% but less than 50% of the voting rights in the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) hold, directly or indirectly, more than 50% but less than 75% of the voting rights in the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) hold, directly or indirectly, 75% or more of the voting rights in the company.
Or if by using some other method:
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) hold the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company; or
• The person has the right to exercise, or actually exercises, significant influence or control over the activities of a firm that, under the law by which it is governed, is not a legal person; and the members of that firm (in their capacity as such) have the right to exercise, or actually exercise, significant influence or control over the company.