What is the Register of People with Significant Control?
The PSC register is used to identify and record the people who own or control a company. The register must be kept in addition to other statutory registers, and its PSC information must be filed at Companies House.
Why was it introduced?
The PSC register is intended to increase trust and transparency in UK companies to help investors and other companies make informed decisions when engaging in business with them.
Who is a PSC?
A person is considered to have significant control if they meet one or more of the conditions below:
1) The individual(s) has 25% or more of the shares
2) The individual(s) has 25% or more of the voting rights
3) The individual(s) has the right to appoint or remove the majority of the directors of the company
If conditions 1 - 3 are not satisfied, conditions 4 or 5 may apply.
4) The individual(s) has the right to exercise or actually exercises "significant influence or control" over the company
5) The individual(s) has the right to exercise or actually exercises "significant influence or control" over the activities of a trust or a firm which is not a legal entity, but would satisfy any of the other conditions if it were an individual
There are exceptions to conditions 4) and 5) above if the individuals provide advice (eg. a lawyer or accountant) or individuals who enter into third party agreements (eg. a supplier or lender).
People with Significant Control (PSCs) – requirement to file on incorporation and the Protection Regime
PSCs - filing information on incorporation
New company applications for incorporations now have to include information relating to those who will have control of the company to be incorporated. New incorporations must include either the name(s) of the PSC(s) or a statement to the effect that the company will have no PSC(s).
PSCs - Protection Regime
Filed PSC information is freely available at Companies House as of 30 June 2016.
A PSC's usual residential address and the day in their date of birth will be suppressed. However, all other PSC information will be publicly available.
In exceptional cases, where a PSC may be at serious risk of violence or intimidation, they may apply to have their details protected. There are 2 levels of protection available and enquiries along with requests for the appropriate forms should be made to Companies House.
Section 790ZF Residential Address Protection
This is the PSC equivalent of the existing s.243 exemption for company officers.
Residential addresses are never made public either on a company's PSC Register or on the central public register at Companies House (unless a residential address has been provided as a service address) but Companies House does normally share them with credit reference agencies.
Section 790ZF protection prevents Companies House from sharing the PSC residential address information with credit reference agencies.
Section 790ZG Full Protection
This protection prevents any information about the PSC from being seen on the company's PSC Register or on the central public register at Companies House. All of the PSC's information is removed from the company's PSC Register and replaced with the following statement:
"The PSC's details are not shown because restrictions on using or disclosing any of the individual's particulars are in force under regulations under s.790ZG in relation to this company."
Where s.790ZG protection is granted, Companies House will issue the PSC with special paper forms for making future PSC filings. So companies with a PSC with s.790ZG protection in place will be unable to make any PSC related filings electronically and can only use the specific s.790ZG forms as provided to the PSC by Companies House. These forms are not publicly available.