Are you up to speed with the new PSC rules: what do charities need to do?

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Summary: From 6 April 2016, UK companies (including charities) need to declare who 'persons with significant control' (PSC) within the organisation are. By 30 June and going forwards, this information must be filed at Companies House, where it will be viewable on a public register. This article gives guidance on the steps charities will need to take to ensure they are compliant with the new rules.

From 6 April 2016, UK companies need to identify and keep a register of ‘persons with significant control’ (PSC) over the company. 

From 30 June 2016, this information must be filed at Companies House and will be available on the public register.  All charitable companies and wholly owned trading subsidiaries will be caught: so, under the rules, what do you need to do?

  1. Find out (and continue to monitor) if there are any people with significant control

A person with significant control will:

  • hold or control more than 25% of the members’ voting rights (or shares) in the company; or
  • have the right (directly or indirectly) to appoint or remove a majority of directors (so, in a charity, the right to appoint a majority of charity trustees); or
  • have the right to exercise, or actually exercise, significant influence or control over the company.

Below are examples of charities, or trading subsidiaries which would have persons with significant control:

  • a charity which has three members or fewer;
  • a family charity where the family has the right to appoint or remove a majority of the board;
  • a corporate foundation where the corporate is the foundation’s sole member, or where it is one of a number of members but it has the right to appoint or remove a majority of the board;
  • group structures, including trading subsidiaries and subsidiary charities where the parent has control of the subsidiary (here a charitable trust which has a wholly owned trading subsidiary will be a person with significant control and an entry will need to be made with respect to the individual charity trustees of the trust);
  • joint ventures where charities collaborate through a corporate entity. 
  1. Contact persons with significant control to confirm their position and obtain the information required for the PSC register

The details required for each person are their name, date of birth and residential address, their country or state of residence, their nationality, service address, the date on which they became a person with significant control and the nature of their control over the company.

  1. Create and maintain an up-to-date register of persons with ‘significant control’ over the company (the PSC Register)

Where there are no persons with significant control a note should be made in the PSC register to that effect.

  1. Allow people with a proper purpose to inspect the PSC register

The PSC register should be available for inspection at the company’s registered office or, if the company chooses, on the public register at Companies House.

  1. Give the required information from the PSC register to Companies House (from 30 June 2016)

The information must be provided to Companies House on incorporation and then at least once every 12 months as part of the new confirmation statement (which will replace the annual return).

We would be happy to advise in more detail on the requirements, and on their applicability to the circumstances of your organisation.  Please do contact us.

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