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Who is a Person with Significant Control?

Every country bears a unique set of rules. If someone has dealt with corporate law in the UK, they've likely wondered: "Who is a Person with Significant Control (PSC), and why is it necessary to submit information about the PSC to the Companies Register in the UK?"

Who is a Person with Significant Control?

Posted 15 December 2023

Defining PSC

PSC (Person with Significant Control) refers to an individual or individuals with the primary control rights within an organization. In the second quarter of 2016, the UK Companies Register mandated all British companies to disclose individuals who own or exercise control over companies. This disclosure can be made either at the time of company registration or while filing the Annual Confirmation Statement with the Register (submitted annually to confirm the company’s active status). PSC is a category in corporate law applicable to companies and limited liability partnerships registered in the UK. While this term is used in various jurisdictions, this article focuses specifically on PSC in British companies.

Submitting PSC information (PSC Register)

The complete information about a person with significant control is filed in what is known as the PSC Register. This Register is a new corporate document and its preparation and submission are mandatory. The Register is similar to the directors’ and shareholders’ (members’) register of the company, but the process involved in its creation is more complex, and the company’s associated obligations are broader. The Register includes details such as full names, birthdates, nationalities, addresses, and their interests in the company. The absence of a PSC in a company’s structure does not exempt the company from compliance. Even if there are no individuals with significant control in a British company’s structure, the PSC Register still needs to be completed, indicating the absence of such a person.

Companies exempt from maintaining the Register

The mandatory requirement to maintain a PSC Register does not apply to the following companies:

  1. Limited Partnerships (LP) in England, Wales, and Northern Ireland;
  2. Companies required to disclose information under Chapter 5 of the Disclosure and Transparency Rules (DTR);
  3. Companies whose shares are traded on the market in the UK, European Economic Area (EEA) countries, and certain other territories (e.g., Israel);
  4. Foreign companies conducting business within the UK.

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Who is recognized as a Person with Significant Control?

Primarily, a person with significant control refers to an individual who meets at least one of the following five conditions:

  1. Directly or indirectly owns more than 25% of the company’s shares;
  2. Directly or indirectly holds more than 25% of the company’s voting rights;
  3. Directly or indirectly has the right to appoint or remove a majority of the company’s directors;
  4. Actually exercises or has the right to exercise significant influence or control over the company. Here, “exercising control” means having the authority to manage and direct the company. “Exercising significant influence” means having the ability to ensure that the influence of the individual on the company’s activities is of significance;
  5. Actually exercises or has the right to exercise significant influence or control over the activities of a trust or firm that is not a legal entity, but satisfies one or more of the above four conditions, if it were individuals.

However, in certain cases, a Relevant Legal Entity (RLE) directly associated with your company can be considered a Person with Significant Control if it meets any of the five criteria mentioned earlier and happens to be the first legal entity in the ownership chain of your company. RLEs are legal entities directly involved in your company. If they were individuals, they would be considered PSCs and, just like companies, are obliged to maintain their own PSC register.

Updating PSC information

In case of any changes in the company’s structure affecting people with significant control, these changes must be promptly reflected in the PSC Register. The information in the Register must always meet the criteria of being up-to-date.
If an individual ceases to be a Person with Significant Control, this change must also be reflected in the PSC Register, indicating the date when the individual ceased to be a PSC and providing other detailed information.

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