What is the PSC (‘person with significant control’) register and why has it been introduced?

April 27, 2018

The PSC register is a register of persons with significant control over a company that privately held UK companies have been required to maintain since 6 April 2016.

The PSC register is intended to create greater transparency in the ownership and control of UK companies.

Failure to maintain a PSC register is a criminal offence.

Who is a PSC?

A PSC is an individual who meets one or more of the following 5 conditions:

  1. directly or indirectly holds more than 25% of the shares in a company; or
  2. directly or indirectly holds more than 25% of the voting rights in a company; or
  3. directly or indirectly holds the right to appoint or remove the majority of a company’s board of directors; or
  4. hold the right to exercise, or actually exercise, ‘significant influence or control’ over the company; or
  5. holds the right to exercise, or actually exercise, ‘significant influence or control’ over the activities of a trust or a firm (that is not a legal entity) but would meet any of the above conditions in relation to a company or would do so if they were individuals.

What to consider under conditions 4 and 5:

  • Significant influence: An individual will be deemed to have significant influence if they are able to ensure that the relevant company adopts the policies or conducts the activities that they want.
  • Control: An individual will be deemed to have a requisite level of control if they direct the policies and activities of the relevant company.

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Corporate shareholders

If a company is owned or controlled by another privately held company the PSC register may need to insert the legal entity on the PSC register if it is both relevant and registrable.

A privately held company is relevant if it:

  • would have been classed as a person with significant control, had it been an individual; and
  • has to maintain its own PSC register.

A privately held company is registrable if it is the first company in the ownership chain.

What should a company/individual do when they have identified a PSC?

Once a PSC has been identified, a company is required to take reasonable steps to contact them and confirm their information for the register. PSCs themselves also have an obligation to notify the company within one month of becoming a PSC and will be committing an offence if they fail to respond to a notice from the company.

What information needs to be included on the PSC register?

Only information that has been confirmed should be entered on the PSC register. The following information needs to be included:

  • Name
  • Date of birth
  • Nationality
  • Country, state of part of the UK where the PSC usually lives
  • Service address
  • Usual residential address (not for the public record)
  • Date on which the individual became registrable
  • Nature of control