Persons of significant control (PSC)
From 6 April 2016 companies must keep a record of persons exercising control over their affairs - PSCs.
Be it noted that non-compliance with the legislation is subject to criminal penalties.
For most companies PSCs will be individuals who:
- hold more than 25% of the company's shares;
- hold more than 25% of the company's voting rights; and/or
- have the right to appoint or remove the majority of directors.
If an individual does not meet the above conditions the company’s ownership structure must be reviewed to identify who:
- has the right to, or actually exercises, significant influence or control over the company; and/or
- has the right to, or actually exercises, significant influence or control over a trust or company that meets one of the above conditions.
From 30 June 2016 companies need to provide Companies House with details of their PSCs.
This information will be required as part of the Confirmation Statement for existing companies or at incorporation.
If the company does not have any PSCs, or is in the process of confirming who those persons are, the appropriate statement confirming this will need to be selected on the appropriate form.
If any of the PSCs require a protection regime additional guidance notes are available at Companies House at the below web address:
From 30 June the Annual Return is being replaced by the Confirmation Statement (CS01 form).
- To complete the Confirmation Statement company administrator is to:
- review the information held at Companies House regarding the registered office address, director(s) and location of registers. If any is not reflecting the current position the relevant form should be filed to effect the change;
- update shareholder information, statement of capital and standard industry classification codes (SIC);
- review company records and confirm they are up to date; and
- pay the fee
As part of the first Confirmation Statement the information contained in the Register of Persons of Significant control (PSC) must be provided.
Any changes thereafter must be confirmed to Companies House by submitting a Confirmation Statement reflecting the appropriate change within 14 days of the date on which the change occurred.
The Confirmation Statement is to be submitted as many times as appropriate.