Register of People with Significant Control (PSCs)
From 6 April 2016 new rules will be introduced to make the ownership and control of UK companies more transparent. They have been brought in by the Small Business Enterprise and Employment Act 2015 – and are also being applied to LLPs (but for convenience this guide mainly refers just to companies). The rules will require most UK companies to keep a register of People with Significant Control (PSCs). The PSC register must be available for public inspection and updated details of all PSCs must be published annually at Companies House.
Broadly, a PSC is an individual who holds – directly or indirectly - more than 25% of the shares or voting rights of the company, can appoint or remove directors holding a majority of board voting rights or who can otherwise exercise significant influence or control over the company. Where a body corporate or firm would be a PSC if it were an individual it may be required to be entered on the register if it is a ‘Relevant Legal Entity’ (RLE). A company must take reasonable steps to identify its PSCs and/or RLEs - and any PSCs or RLEs are required to make themselves known to the company.
DTR 5 issuers (ie a companies on the Main Market or AIM or otherwise subject to the Disclosure Rules and Transparency Rules) are exempt from the requirement to keep a PSC register. However, their UK subsidiaries are not exempt. Also, DTR 5 issuers will need to consider whether they are an RLE in relation to other UK companies and LLPs – and notify those entities accordingly (eg joint venture companies).
This guide is an overview to help you prepare for the new rules. Further details are set out in the government guidance, recently published, including draft statutory guidance as to the meaning of significant influence and control.