Identifying and recording the people who own or control your company.MTM Legal
Companies House have developed guidance for companies to understand and identify the people who own or control their company.
Whilst their guidance only covers the most common case examples, for more complex cases, they advise that people should read their full PSC guidance and seek independent professional advice if necessary.
Whilst we have included most of the content from the Companies House article about PSCs below for your quick reference, if you have any questions or concerns relating to PSCs, please contact us to discuss your partiuclar needs or queries and we would be delighted to help.
Read the article in it’s entirity at https://www.gov.uk/guidance/people-with-significant-control-pscs
Persons with significant control
A person with significant control (PSC) is someone who owns or controls your company. They’re sometimes called ‘beneficial owners’.
You must identify your PSC and let Companies House know who they are. This might be you, or someone associated with your company. A company can have one or more PSCs.
Their details should be recorded on your company’s PSC register, and this information should be included when the company is being set up (incorporated). If you cannot identify your PSC, or do not have one, Companies House should be notified.
A PSC must meet one or more conditions known as the ‘nature of control’. Your register must show which conditions are met.
Most PSCs are those who hold:
- more than 25% of shares in the company
- more than 25% of voting rights in the company
- the right to appoint or remove the majority of the board of directors
- You should check your company’s register of members for information on shareholders and voting rights.
Your company’s constitution and articles of association may also contain information on voting and other rights associated with ownership of shares in the company.
Other significant influence or control
Your PSC might influence or control your company through other means. This could be directly, or on behalf of someone else.
For example, someone may influence or control the actions of directors or shareholders.
This condition will only apply in limited circumstances.
If your company is controlled by a trust or firm without ‘legal personality’
This condition will only apply in limited circumstances. You should read the full PSC guidance and seek our professional advice using the form below if you think this applies to your company.
If the trust or firm meets any nature of control, you’ll need to record all trustees or members/partners of the firm as PSCs of your company and register this information at Companies House.
Recording your PSC information
You must confirm certain details with your PSC, before you can record them in your PSC register. The details you’ll need are:
- date of birth
- nationality and country of residence
- correspondence address – known as the ‘service address’
- home address (this must not be disclosed)
- the date they became a PSC of the company
- the date you entered them into your PSC register
- all natures of control which apply
You must include the level of their shares and voting rights, within the following categories:
- over 25% up to (and including) 50%
- more than 50% and less than 75%
- 75% or more
If your PSC information changes
You must record any changes to your PSC information in your company’s PSC Register, such as a change of personal details or nature of control. You must do this within 14 days of the change.
Contacting your PSC
You must try to identify and contact anyone who could be a PSC of your company.
Refusing to provide PSC information is a criminal offence, and you can apply restrictions on their shares or voting rights.
Applying restrictions is a significant step. You should only consider this if the person has repeatedly failed to respond to your requests for information.
See the full PSC guidance for more information.
Information in your PSC register
Your PSC register must contain information about all PSCs of the company.
If this is not possible, you must put a statement in your register to explain why this information is not available.
Your PSC register cannot be blank.
If the PSC has applied for protection
Some individuals might have applied to protect their PSC information from being published on the Companies House register.
If a PSC has applied for protection, you should record this on your PSCregister.
Protection from disclosure applies from the date the application is made to Companies House.
If you elect to keep your PSC information at Companies House
Almost all information about your PSCs will be available to the public, including their full date of birth.
Companies House states that the PSC’s home address will not be available to the public, unless it’s also used as their service address.
You must give all PSCs 14 days’ notice. If there are no objections made, Companies House can hold your register.
Inspection of your register
Your PSC register must be available for inspection at the company’s registered office, or single alternative inspection location (SAIL).
Anyone can look at your register free of charge. You must provide copies on request.
You must not disclose the home address of your company’s PSCs.
Failing to meet the requirements
If you think your company has a PSC, but you do not have all their information, you should send them a notice.
You could also notify any advisers to your PSC, such as their lawyers, accountants or business partners.
Anyone who does not respond to these notices within one calendar month, or gives false information, commits a criminal offence. They could receive a 2 year prison sentence, a fine or both.
We would recommend that you read the article in it’s entirity at https://www.gov.uk/guidance/people-with-significant-control-pscs