Register of people with significant control
With effect from April 2016, most companies in the UK will need to start keeping a register of people with “significant control” over the company, the “PSC register”, although this information will not need to be made available on the public register at Companies House until June 2016.
The PSC register will need to include particular information about individuals and relevant legal entities (who would have been a person with significant control if they had been individuals).
Broadly, a person with significant control over a company is defined in the Act as an individual that (either alone or as one of a number of joint holders of the share or right in question) meets one or more of the following conditions:
- the individual holds, directly or indirectly, more than 25 per cent of the shares in the company;
- the individual holds, directly or indirectly, more than 25 per cent of the voting rights in the company;
- the individual holds the right, directly or indirectly, to appoint a majority of the board of directors of the company;
- the individual has the right to exercise or actually exercises a significant influence or control over the company.
Further issued guidance states that “control” means that a person has the power to direct a company’s policies or activities, while “significant influence” enables a person to ensure that a company or trust adopts those policies or activities that he/she wants.
The majority of UK companies, even those with simple shareholding structures will need to comply with these provisions or risk being convicted of a criminal offence. Likewise, shareholders of said companies will need to provide the required information to the company or put themselves at risk of being convicted of related offences. This an obligation to notify the company of relevant changes to the information on the PSC register.
LLP’s are also required to keep PSC registers.
If you are unsure about your duties under this change please contact your local Baldwins office.