Geoffrey Caesar, Solicitor

A PSC, or a person with significant control, owns or controls a company or a limited liability partnership (LLP) in the UK. The law requires that companies and LLPs identify their PSCs and record their details on a PSC register, a public document showing who ultimately owns or controls the business.

Why do you need to register a PSC?

Registering a PSC is part of the legal obligations that companies and LLPs must comply with under the Companies Act 2006 and the Limited Liability Partnerships Act 2000. The purpose of the PSC register is to increase transparency and accountability in the ownership and control of businesses and to prevent tax evasion, money laundering, fraud, and other illicit activities.

Who is a PSC?

A PSC is an individual who meets one or more of the following conditions about a company or an LLP:

• They hold over 25% of the shares or rights to share in the profits.
• They hold more than 25% of the voting rights or rights to appoint or remove the majority of directors or members.
• They have the right to exercise significant influence or control over the company or LLP.
• They have the right to exercise or exercise significant influence or control over a trust or firm that meets one of the above conditions.

How to register a PSC?

To register a PSC, you need to follow these steps:

• Step 1: Identify your PSCs. You must take reasonable steps to determine if any individuals meet one or more of the conditions above. You can check your company’s register of members, articles of association, shareholder agreements, contracts, and other relevant documents. You can also contact your shareholders, directors, members, partners, trustees, or anyone else who knows your PSCs.
• Step 2: Confirm your PSCs’ details. You need to contact your PSCs and ask them to confirm their name, date of birth, nationality, country of residence, service address, usual residential address, date when they became PSCs and condition(s) they meet. You must also ask them for consent to put their details on the PSC register. You must only put information on the register with their confirmation and consent.
• Step 3: Record your PSCs’ details. You must create a PSC register to list your PSCs and their details. The register can be in hard copy or electronic form, but it must be clear and legible. It must also contain specific official wording and statements about your PSCs. You can use the templates provided by Companies House for this purpose.
• Step 4: File your PSCs’ details. You must send your PSCs’ details to Companies House as part of your confirmation statement (formerly known as annual return). You must do this at least once every 12 months or whenever there are any changes in your PSCs’ information. You can file your confirmation statement online or by post.
• Step 5: Update your PSCs’ details. You need to keep your PSC register up to date and accurate. If any changes in your PSCs’ information, such as their name, address, shareholding, voting rights, or influence or control, you need to update your register within 14 days and file the changes with Companies House within another 14 days.

What are the consequences of not registering a PSC?

You may face criminal penalties such as fines or imprisonment if you fail to identify, confirm, record, file, or update your PSCs’ details. Your company or LLP may also be subject to restrictions on its shares or rights, such as being unable to pay dividends, transfer shares, or vote at meetings.