What’s new?
From April 2016, all unlisted UK Companies will be required by law to maintain a register of people with significant control over the Company.

At present, a UK Company is only required to record the titular owner of its share capital in the statutory books. The introduction of the PSC Register means that where the share capital is held on trust, or by a nominee, on behalf of another beneficial owner, then the identity of the beneficial owner may need to be recorded by the Company.

This means you will have to look beyond the direct owners of shares to any layers of ownership above that and identify relevant individuals who ultimately have significant control of the Company.

Does the information need to be public?
The same rules apply to the PSC Register as for the existing statutory books and it must be available for public inspection at the Company’s registered office (or an alternative inspection location).

From June 2016, an additional return will have to be made at Companies House, disclosing the contents of the PSC Register. The Company will have a duty to investigate and maintain the information in the PSC Register. Failure to comply will be a criminal offence and may result in the Company and each of its directors being prosecuted and subjected to a fine.

Who is a person with significant control?
A person who meets one or more of the following criteria:

1. has direct or indirect ownership of more than 25% of the shares of the Company;
2. has direct or indirect control of more than 25% of the voting rights of the Company;
3. has a direct or indirect right to appoint or remove a majority of the directors of the Company;
4. exercises or has a right to exercise significant influence or control over the Company;
5. exercises or has a right to exercise significant influence or control over activities of a trust or firm which itself meets one or more of the first four conditions.

In some cases, a legal entity may be included rather than an individual. For example, wholly owned subsidiaries of European Union (EU) Companies will only be required to disclose their immediate Parent Company on their PSC Register.

What should be included on the PSC Register?

1. Name
2. Address
3. Country of usual residence
4. Nationality
5. Date of Birth (only month and year is disclosed publically)
6. Date on which individual became a PSC
7. Type of control (where shares or voting rights are 25-50%, 50-75%, above 75%)

How we can help?
We can put together and maintain the PSC Register for you and make the appropriate filings at Companies House. For Companies with more complex capital structures, we can review your structure and documentation and advise you of your obligations.

For more information, contact Melissa Harkcom (mharkcom@fitzandlaw.com).