How to register a PSC for a company

Since 6 April 2016, all companies registered in the UK are required to provide details of every person who has significant influence or control over the business. Such individuals are referred to as ‘People with Significant Control’, ’PSCs’, or ‘beneficial owners’. Information about PSCs must be registered at Companies House during the incorporation process. After company formation, you can register a PSC online or by post using the relevant Companies House form.

Almost all information relating to PSCs will be disclosed to the public on the central register at Companies House. Companies must also maintain a Register of People with Significant Control, or ‘PSC register’ at their registered office, SAIL address, or at Companies House – whichever location they choose to keep their statutory records. The PSC register should be kept up-to-date at all times and made available for public inspection upon request.

The PSC register was introduced as part of the Small Business, Enterprise & Employment Act 2015 to establish greater corporate transparency, tackle economic crime, and facilitate the exchange of information. These measures should deliver real benefits to the nation’s economy and further strengthen confidence in the UK as a safe place to do business. The UK is the first country in the G20 to introduce a publicly accessible register of the beneficial ownership of companies.

Register a PSC online

To register a PSC when setting up a new company, you will be asked to provide their details on the company formation application form. If you need to register a PSC after incorporation, or your company was formed before PSC requirements came into effect on 6 April 2016, you must provide PSC information to Companies House as soon as possible.

You can file PSC details at Companies House online, or by post, using form PSC01 (for individual ‘natural person’ PSCs) or you can notify Companies House of a corporate entity as an RLE using form PSC02 (for Registrable Legal Entities). Online filing is by far the quickest and easiest way to provide information to Companies House.

5 things you need to form a limited company

It is also possible to file these Companies House forms free of charge through Quality Company Formation’s Online Company Manager. This facility is available to all of our existing clients, as well as non clients who have never used our services. Our Online Company Manager can also be used to report other changes to your company, file confirmation statements, and view important company details.

All of our company formation packages, with the exception of the Basic Package, provide first company registers, including the Register of People with Significant Control. For peace of mind, we also offer a PSC filing service, which costs £19.99 plus VAT per notification. For further information, please contact our Company Secretarial Team on 020 3984 5389.

What PSC information is required?

Once you have identified all PSCs in your company, you should confirm certain details with them, record their information in your statutory PSC register, and provide their details to Companies House.

Register an individual (natural person) PSC

The required details for an individual PSC are:

• Full forename(s) and surname
• Date of birth (only the month and year will be disclosed to the public)
• Nationality
• Country or state of residence
• Service address
• Usual residential address (not disclosed to the public unless used as a registered
  office or service address)
• Date on which the individual became a PSC of the company (6 April 2016 or
  later)
• Date on which the PSC’s information was entered into the company’s PSC register
• Nature of PSC’s control over the company
• Percentage of shares and/or voting rights held by PSC:
  • over 25% up to (and including) 50%
  • more than 50% and less than 75%
  • 75% or more

Register a Relevant Legal Entity (RLE)

Corporate entities with significant control, including corporate shareholders and parent companies that meet certain eligibility requirements, are known as Relevant Legal Entities (RLEs) for the purposes of PSC registration. To register an RLE, the following details are required:

• Registered name of the RLE
• Registered address of RLE
• Legal form of RLE (e.g. limited company; LLP) and the law by which it is
  governed
• Register in which RLE is entered and the country/state in which this register is
  held
• Registration number of RLE
• Date on which the entity became a registrable RLE
• Nature of entity’s control as a PSC
• Percentage of shares and/or voting rights held by PSC:
  • over 25% up to (and including) 50%
  • more than 50% and less than 75%
  • 75% or more

What is GDPR and how will it affect my company?

Details of each individual PSC or registrable RLE must be entered in your company’s PSC register within 14 days of confirming the required PSC information. Companies House should be notified of the new PSC or RLE on the relevant form within 14 days of their details being entered into the company’s PSC register.

Who qualifies as a person with significant control (PSC)?

A PSC is any person (natural person or corporate entity) in a company who:

1. Holds more than 25% of the shares in a company
2. Holds more than 25% of the voting rights in a company
3. Has the right to appoint and/or remove the majority of company directors
4. Exercises, or has the right to exercise, significant influence or control over the
   company – this applies where an individual does not meet one of conditions 1 to 3 but does exercise ‘significant
   influence or control’ over the company
5. Exercises, or holds the right to exercise, significant control over a trust or company
   that meets any of the other 4 conditions – this applies if one of the above conditions is met by a trust or firm (without legal personality)

A PSC that holds more than 25% of a company’s shares is likely to hold an equal percentage of voting rights. In the first instance, check your company’s statutory register of shareholders to identify any potential PSCs and the nature of their control. Your articles of association and shareholders’ agreement (if one exists) may also contain useful information on individuals’ rights, which could help you to identify your company’s PSCs.

Reporting changes to PSC information

If there are any changes to your company’s PSCs, you need to update your statutory PSC register and tell Companies House as soon as possible. Such changes could be:

• A new person becomes a PSC
• Someone stops being a PSC
• A PSC’s details change – a different name, a new service address, a change in the
  nature of their control
• Correcting a spelling error or incorrect information on the register
• Updating a PSC statement – e.g. being unable to identify a PSC or confirm a PSC’s details

Can I register a PSC or update PSC details on the Confirmation Statement?

It is no longer possible to update PSC information on the confirmation statement (Companies House form CS01). However, if your company’s PSC details have not changed in the previous 12 months, you can use the confirmation statement to confirm to Companies House that the existing PSC information on the public register is accurate.

Understanding the confirmation statement and PSC register

Prior to 26 June 2017, companies were simply required to register a PSC or update existing PSC details on an annual basis on the confirmation statement. However, in light of changes to anti-money laundering measures, Companies House must be notified on new separate forms (PSC01-PSC09) whenever there are any PSC changes. Companies now only have 14 days to update their statutory PSC registers and a subsequent 14 days to update PSC details at Companies House. This is sometimes referred to as the ‘14+14 rule’.

Are PSC details available to the public?

Almost all of the PSC information that you have to provide to Companies House is made available to the public on the central register. The only details that will not be disclosed on the public record are:

• A PSC’s usual residential address – unless it has been provided as a service address or the company’s registered office
• Day of the PSC’s date of birth – only the month and year are added to the register

Similarly, a PSC’s usual residential address and day of birth should not be disclosed to the public when a request is made to inspect your statutory PSC register or when you provide copies of it.

Our confirmation statement service - never miss another filing deadline

It should be noted, however, that the information held by Companies House is made available to law enforcement agencies. In certain situations, Companies House may also provide residential addresses and days of birth to certain public authorities, credit reference agencies, and credit or financial institutions.

Privacy protection

PSCs can apply for a section 790ZF exemption to prevent their details from being shared with credit reference agencies. This is similar to the section 243 exemption for directors.

In exceptional cases, PSCs who are at serious risk of violence or intimidation can apply for a section 790ZG exemption which protects their information from being disclosed on the public register. No information linking the person as a PSC to the company will be displayed at Companies House.

Please contact Companies House Secure Register Team for more information on restricting disclosure of your information: tel. 02920 348354 or email [email protected].

Can a company’s PSC register be blank?

Your company’s PSC register can never be blank, even if your company does not have any PSCs or you have been unable to identify them or confirm their details. You must take all reasonable steps to identify and contact PSCs and confirm the required PSC details for your register and for Companies House.

If you are currently working through the reasonable steps, you must state this in your PSC register and file form PSC08 at Companies House:

If you believe that your company has a PSC but have not been able to identify who they are after exhausting all lines of enquiry, you will need to provide a new statement for your PSC register and Companies House reflecting this position:

If you are certain that your company does not have any PSCs, you must declare this in your company’s PSC register by including the following statement:

The full list of accepted PSC register statements, which much be used verbatim, can be found in Annex 2 of the full statutory guidance on the Register of People with Significant Control.

List of Companies House PSC forms

The following is a list of all PSC forms available from Companies House. You will use these forms whenever you need to register or change PSC or RLE information relating to your company.

Register an individual as a new PSC: PSC01 – Give notice of individual person with significant control

Register an RLE as a new PSC: PSC02 – Give notice of relevant legal entity with significant control

Register a PSC that is not an individual or RLE: PSC03 – Give notice of other registrable person with significant control

Change details of existing individual PSC: PSC04 – Give notice of change of details for person with significant control

Change details of existing RLE registered as a PSC: PSC05- Give notice of change of details for relevant legal entity with significant control

Change details of other registrable person registered as a PSC: PSC06 – Give notice of change of details of other registrable person with significant control

Remove an existing PSC: PSC07 – Give notice of ceasing to be a person with significant control

Provide statement in relation to PSCs or PSC register: PSC08 – Give notice of PSC statements

Update existing statement in relation to PSCs or PSC register: PSC09 – Give notice of update to PSC statements