Does Your Company Have Any ‘Persons with Significant Control’?

If so, you need to include their details in a new Register.

If you run a limited company, under new regulations, it is necessary to keep a register of people with significant control of the company. This register will be in addition to the register of directors and register of members.

The Regulations came into effect on 6th April 2016 and details have to be included in your annual statement at Companies House from 30th June 2016.

Persons With Significant Control

puppet master photo

You now have to record who pulls the strings in your company Photo by Greg Walters

A person with significant control (a PSC) is someone who:

• directly or indirectly holds more than 25% of the shares or voting rights of a company,
• directly or indirectly has the right to appoint or remove the majority of the directors, or
• has “significant influence or control” over the company itself, or over the activities of a trust or a firm which meets any of the other specified conditions in relation to the company (e.g. by holding more than 25% of the shares).

A person would exercise “significant influence or control” if for example he/she is not a member of the board of directors, but regularly or consistently directs or influences a significant section of the board, or is regularly consulted on board decisions and whose views influence decisions made by the board.

This would include a person who falls within the definition of “shadow director”. It can apply even if the individual is not aiming to gain economic benefits from the policies or activities of the company, trust or firm.

The PSC Register

The register has to contain the name, nationality, date of birth, usual country of residence and usual residential address of each individual who is a PSC plus the nature of their control and the date on which that person became registrable. A service address is also needed. The residential address will not appear on the public record.

Your company’s PSC register must not be left empty and you must take reasonable steps to determine whether any individual or any legal entity meets the conditions for being a PSC. Failure to do so is a criminal offence.

If there is nobody with significant influence, your register (and the information to Companies House) should say:
The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.

Or, if you are still checking, it might say “The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.

LLPs and Exemptions

Similar regulations apply to LLPs (limited liability partnerships).

There are exemptions for those who have influence in a purely professional capacity, such as a lawyer or accountant.

Why Is This Being Introduced?

The new regulations are part of the Government’s attempts to deal with tax evasion and money laundering and are part of a Europe-wide initiative.

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