PSC Register & your Annual Return: What you need to know

Every limited company or LLP in the UK will, at some point over the next 12 months, need to file their Annual Return with Companies House. This is nothing new, but for many companies, this may be the first time that they encounter the requirement for new information to be supplied regarding the “Register of People with Significant Control” – or PSC Register for short.

If you are a Director or Company Secretary and are not already familiar with the term “PSC Register” then read on, as it is likely you should be taking action now, well in advance of the date on which your company’s Annual Return is due.

What is a PSC Register?

From 6^th April 2016 UK companies will be required to keep a register of those people who have significant control over the company (the “PSC Register”). Once the PSC Register has been filed with Companies House it will be open to public inspection. A person with significant control (“PSC”) is defined a person who, in respect of a company, directly or indirectly:

• Holds more than 25% of the shares in that company;
• Holds more than 25% of the voting rights in that company;
• Holds the right to appoint or remove a majority of the company’s directors;
• Has the right to exercise significant influence or control over that company;
• Has the right to exercise significant influence or control over a trust, and that trust meets one or more of the conditions above about that company.

If your company is owned or controlled by corporate shareholders you may need to put their details on the company’s PSC Register, but only if the corporate shareholders meet the definitions above and those companies are also required to hold PSC Registers at Companies House.

What do I need to do?

1. You are required to investigate and to contact any person who has/may have significant control over the company to confirm that they meet the conditions of “significant control” (as above) and to obtain/confirm the information to go on to the PSC Register;
2. You must insert the information into a formal PSC Register, which would usually be kept with the company’s other statutory registers;
3. You must file the PSC Register with Companies House. If your Annual Return is due after the 30^th of June 2016, a copy of the PSC Register must be filed at Companies House by the date that your Annual Return is due.

What if my company doesn’t have any PSCs?

You must still carry out the steps highlighted above and you will need to use specific wording in the PSC Register confirming that there are no PSCs in relation to that Company. A PSC Register must never be left blank.

What if I do not have the information to complete the PSC Register?

As part of the mandatory investigations that it is required to carry out, a company may serve a notice on anyone it believes to be a PSC requiring a response within a month (with the necessary information).  A failure to respond is a criminal offence and the company may serve additional notices and even impose restrictions on shares if it still does not receive a response.

This note is intended as a brief overview of a new and complex area of company law.  For a more detailed and specific view on exactly what your company needs to do, please contact Rowan Uren or any other member of the Corporate/Commercial Team on 0161 930 5151.