Person with Significant Control Requirements for UK Companies

By Philip Hayden, 24th July 2018

A UK Limited Company has an obligation to supply to the Companies House and maintain a register that lists any Person with Significant Control (PSC). The PSC register is designed to increase transparency when it comes to the ownership of a UK Limited Company. In addition, the Person of Significant Control register is required by Societates Europaeae (SEs), Limited Liability Partnerships (LLPs) and Scottish Limited Partnerships (SLPs).

What do officers need to do?

In the first instance, an officer of the company is required to identify any Person with Significant Control and ensure they have all of their information. This information should be recorded on the internal register of the company within 14 days. The officer, on behalf of the UK Limited Company, has a further 14 days to submit this information to the Companies House. The same time periods will then apply when updating the register.

Who is a Person of Significant Control?

To qualify as a PSC, an individual should fulfil one of the below:

• Hold more than 25% of the shares in a company
• Hold more than 25% of the voting rights in the company
• An individual who can control the majority of the composition of the board
• An individual who can or does have significant influence or control
• In some cases where a trust or firm satisfies one of the above they can be considered

What Information is needed?

The Companies House require a certain amount of information for each PSC of a UK Limited Company. Where a company is listed as a shareholder, the PSC of the holding company should be examined and submitted in the majority of cases. In all cases once identified, the below information should be submitted as part of the register:

• Full Name
• Date of Birth
• Nationality
• Country, State or UK Location where they are resident
• Service Address
• Usual Residential Address (no need to disclose publicly)
• Date they became a PSC
• Reason they are a PSC, which condition applies

Once the register is live with the Companies House, the company and its officers have an obligation to maintain it. Where no obvious PSCs are present, the company should be thoroughly examined to identify the same. For example, where no individual has 25% of the shares or voting rights it is likely that a director retains significant control and should be listed. Failure to keep the register up to date or identify the PSC of a company can result in a fine and/or up to two years in prison. As part of the Confirmation Statement of the company, the PSC information should be reviewed and confirmed each year.

Hide Details from the Register

It is possible to protect the details of a Person of Significant Control when the disclosure of an individual’s details on the PSC register represents a security risk. A UK company can apply to protect the individual’s information, so the details are not visible on the register. It is also possible to hide the details of a director or majority shareholder for the public record.

Should you require any further information, assistance in filing or maintaining your Person of Significant Control register and of course any information on conducting business of a UK Limited Company feel free to contact Company Bureau on formations@companybureau.ie or call the office on 01-6461625.