FID Trust International

Companies, LLPs and SEs need to keep a register of people with significant control (‘PSC register’) from 6 April 2016.

UK companies, Societates Europaeae (SEs) and limited liability partnerships (LLPs) will be required to identify and record the people who own or control their company. Companies, SEs and LLPs will need to keep a PSC register, in addition to existing registers such as the register of directors and register of members (shareholders), and must file the PSC information with the central public register at Companies House.

The PSC register will help to increase transparency over who owns and controls UK companies and will help inform investors when they are considering investing in a company. It will also support law enforcement agencies in money laundering investigations.

A PSC is anyone in a company, LLP or SE who meets one or more of the conditions listed in the legislation. This is someone who:

  1. owns more than 25% of the company’s shares;
  2. holds more than 25% of the company’s voting rights;
  3. holds the right to appoint or remove the majority of directors;
  4. has the right to, or actually exercises significant influence or control;
  5. holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.

An officer of the company is required to:

  1. Identify the people with significant control (PSCs) over the company and confirm their information.
  2. Record the details of the PSC on the company’s own PSC register.
  3. Provide this information to Companies House as part of the annual Confirmation Statement (formerly the Annual Return).
  4. Update the information on the company’s own PSC register when it changes, and update the information at Companies House when the next Confirmation Statement is made.

Before a PSC can be entered on the register, you must confirm all the details with them. The details you require are:

  1. name;
  2. date of birth;
  3. nationality;
  4. country, state or part of the UK where the PSC usually lives;
  5. service address;
  6. usual residential address (this must not be disclosed when making your register available for inspection or providing copies of the PSC register);
  7. the date he or she became a PSC in relation to the company (for existing companies the 6th of April 2016 should be used);
  8. which conditions for being a PSC are met;
  9. whether an application has been made for the individual’s information to be protected from public disclosure.

Where it is necessary to enter the details of a company rather than a person, slightly different information is entered on the register.

A company is required to take reasonable steps to contact its PSCs and confirm the information for the register. If someone refuses to provide the information they will commit a criminal offence. A company may also approach people who it believes have knowledge of who its PSCs are. Failure to comply is also a criminal offence. It may be necessary to place restrictions on the shares or voting rights of the person or entity withholding information to make sure that they provide it.

Companies will need to provide the information on the PSC register to Companies House as part of the new Confirmation Statement (which replaces the Annual Return process). The central PSC register will be publicly accessible at Companies House.

Companies will need to make their own PSC register available for inspection on request at the company’s registered office or provide copies on request. When making the PSC register available for inspection or providing copies of it the PSC’s usual residential address must not be included.

Individuals who may be at risk of violence or intimidation as a result of being on the register can apply to Companies House to have their information protected.

Updating the information:

  1. Information on the company’s own PSC register must be kept up to date.
  2. The company must enter updated information on its own PSC register and provide updated information to Companies House as part of the Confirmation Statement, if it has: become aware of a change; the information needed to enter on its own PSC register; and confirmed the information if it relates to an individual who is a PSC and the information has not been provided by the PSC or with their knowledge.

Failure to provide accurate information on the PSC register and failure to comply with notices requiring someone to provide information are criminal offences, and may result in a fine and or a prison sentence of up to two years.

Company information in the UK is usually public, apart from residential addresses and the day of the date of birth of individuals involved in a company. PSC information will also be public, in the interests of transparency.

If you consider that exceptional circumstances apply to you as a PSC of the company resulting in a serious risk of violence or intimidation, then you can apply for your PSC information to be protected. This means that your PSC information would not be made public or shared with credit reference agencies. You will still have to comply with all the remaining PSC requirements and PSC information will still be available to law enforcement agencies.

Applications for protection may be made by you as a PSC or by the company on your behalf. You can make a protection application if you are:

  1. An individual who is considering whether to become a PSC of a company or LLP;
  2. An existing PSC;
  3. An individual who used to be a PSC of a company or LLP;
  4. The company or LLP; or
  5. A founding member of the company, before incorporation; or a proposed member of the LLP.

The company or LLP may make an application on your behalf if you consent to it doing so.

If you think an application for protection is necessary please ask us.

After the assessment, the registrar will write to confirm the outcome of your application. If your application is unsuccessful you can appeal within 42 days, during which time protection continues.

If you are or were a company director, or are or were a member of an LLP, you may already have some protection. This protection means your residential address is not already shared with credit reference agencies. In this case, it might be possible to make an application on the basis that you already have existing protection under that regime.

No evidence would be required to demonstrate the risk of violence or intimidation.

Some details would be required about the company or LLP in respect of which the protection was given and Companies House may ask for further information if necessary.

Once an application is granted, your PSC information will be protected indefinitely.