UK companies and limited liability partnerships (LLPs) are required to maintain a register of People with Significant Control (PSCs). This register identifies individuals or entities with significant influence or control over a company or partnership. With the introduction of the Economic Crime and Corporate Transparency Act 2023 (ECCTA), several changes have been made to the UK’s PSC regime. Below, we answer frequently asked questions about PSCs and the recent updates.

Why was the PSC register introduced?

The PSC register was established as part of the Small Business, Enterprise, and Employment Act 2015, an amendment to the Companies Act 2006. The aim was to increase transparency in UK business ownership, combat money laundering, and build greater trust in UK companies.

What updates will the ECCTA bring?

The ECCTA, enacted in February 2024, introduces significant changes to the PSC regime:

• Centralized PSC Register: Companies and LLPs will no longer need to maintain separate PSC registers. Instead, PSC details will be uploaded directly to Companies House, creating a central register.
• ID Verification: PSCs and managing officers of legal entities that are PSCs will be required to complete ID verification, enhancing the transparency and security of the register.

Does my company need a PSC register?

Yes, all UK companies and LLPs must maintain a PSC register, including companies limited by guarantee. However, certain companies (such as those with voting shares traded on a UK, EU, or other specified international markets) are exempt. Even after the ECCTA takes full effect, companies and LLPs may still choose to maintain a separate PSC register for governance purposes.

Who can be a PSC?

A PSC can be:

• An individual
• A relevant legal entity (RLE) that meets specific conditions (e.g., has its own PSC register or is listed on certain markets).

How do I identify a PSC?

An individual or RLE is considered a PSC if they meet one or more of the following conditions:

• For companies:
  1. Directly or indirectly owns more than 25% of the shares.
  2. Holds more than 25% of voting rights.
  3. Has the right to appoint or remove the majority of the board of directors.
  4. Exercises significant influence or control over the company.
  5. Has control over a trust or firm that meets any of the above conditions.
• For LLPs:

• Holds the right to more than 25% of surplus assets on winding-up.
• Holds more than 25% of voting rights on key matters.
• Can appoint or remove the majority of those managing the LLP.

Identifying PSCs may require analysing corporate structures and governance arrangements, and in some cases, seeking legal advice.

What information is required for the PSC register?

For individuals:

• Full name
• Service address
• Country of residence
• Nationality
• Date of birth
• Usual residential address (not publicly available unless it’s the service address)
• Date they became a PSC
• Nature of control

For RLEs:

• Corporate/firm name
• Registered/principal office
• Legal form and governing law
• Company register and registration number (if applicable)
• Date they became a PSC
• Nature of control

What should we do if the PSC is not identified?

If a company has not identified a PSC, its PSC register must reflect this by using one of several prescribed statements. These statements range from "the company has not identified a PSC" to "the PSC has failed to respond to a notice." The PSC register must never be left blank.

What is meant by “Other Legal Entity”?

"Other legal entities" (ORPs) are entities like government departments or international organizations that do not meet the RLE criteria but may still be considered PSCs due to their control or influence over a company.

What are the consequences of non-compliance?

PSCs must notify the company within one month of becoming a PSC. Failing to notify or respond to a notice can result in penalties for both the PSC and the company. Sanctions may also be applied to shares held by non-compliant PSCs.

From the company’s perspective, failure to comply with PSC requirements can lead to fines or legal action against the company and its officers.

Can PSC information be protected?

PSCs concerned about their personal information being publicly accessible can apply for protection through Companies House if disclosure could lead to a serious risk of violence or intimidation. In certain cases, PSCs can also use a service address instead of their residential address.

Staying compliant with the PSC regime is crucial for companies to avoid penalties and maintain transparency. The recent changes under the ECCTA further emphasize the importance of keeping up-to-date and accurate PSC records.

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