From 6 April 2016 UK companies and limited liability partnerships must keep a register of Persons with Significant Control (PSCs).
From 30 June 2016 PSC details need to be included on a company’s annual confirmation statement (which replaces the current annual return). This is a public document.
Who is a PSC?
You are a PSC if you meet one of the following conditions:
- Hold directly or indirectly 25% of the shares of a company.
- Hold directly or indirectly 25% of the voting rights of a company.
- Hold the right directly or indirectly to appoint or remove a majority of the Board of Directors of a company.
- Have the right to exercise or actually exercise significant control over a company.
- Have the right to exercise or actually exercise significant influence or control over a trust or a firm which itself meets any of the above conditions.
Companies have a duty to take reasonable steps to investigate and obtain information on PSCs and to keep that information up to date.
Companies are required to serve notice to PSCs or to anyone who may hold the relevant information about a particular PSC.
PSCs have a duty to supply information to the company.
Companies may, without a court order, impose restrictions on shares where a PSC fails to comply with the disclosure obligations.
Officers of companies and PSCs who do not meet their duties may be prosecuted and could face imprisonment and/or a fine.
What will be on the Public Register?
- Full name of the PSC.
- Month and year of birth.
- Country or state of usual residence.
- A UK address where notices can be served on the PSC.
- Date as to when the beneficial interest in the company was obtained and how it is held.
- In a situation where the interest is held through a legal entity, the type or form of the legal entity, the registered office and the registered number of the legal entity must be provided. In addition the nature of the control exercised by that legal entity is also required.
If you need any additional information or would like Dixcart to review whether you are complying with your obligations, please contact Laurence Binge or your usual Dixcart contact.