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Add and Maintain a Person of Significant Control (PSC)

Updated over 9 months ago

What is a PSC

A person with significant control is defined in Section 790C of the SBEE Act as a person and/or relevant legal entity RLE (PSCs) that meets one or more of the following conditions for a single company:

  • Directly or indirectly owns more than 25% of the shares in the company;

  • Directly or indirectly holds more than 25% of the voting rights in the company;

  • Directly or indirectly has the power to appoint or remove the majority of the board of directors of the company;

  • Otherwise has the right to exercise or actually exercises significant influence or control over the company.

  • Has the right to exercise or actually exercises significant influence or control over a trust or firm that is not a legal entity, which in turn satisfies any of the first four conditions over the company.

For a Limited Liability Partnership (LLP) a person and/or relevant RLE, with significant control must meet one or more of the following conditions for a single LLP:

  • Directly or indirectly holding rights over more than 25% of the surplus assets on a winding up

  • Directly or indirectly holding more than 25% of the voting rights

  • Directly or indirectly holding the right to appoint or remove the majority of those involved in management

  • Otherwise having the right to exercise, or actually exercising, significant influence or control

  • Holding the right to exercise, or actually exercising, significant influence or control over the activities of a trust or firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.

Comply with PSC Requirements

All UK incorporated companies of the following types are required to hold a PSC Register:

  • Limited by shares

  • Societates Europaeae (SEs)

  • Limited by Guarantee (including community interest companies)

  • Limited Liability Partnerships (LLPs)

To comply with the PSC requirements in the SBEE Act, companies are required to:

  • Identify their PSCs and confirm their information (starting from 6th April 2016)

  • Record the details of the PSC on the company’s PSC register (starting from 6th April 2016)

  • Provide this information to Companies House as part of the annual Confirmation Statement (formerly the Annual Return) (starting from 30th June 2016)

  • Update the information on the company’s PSC register when it changes, and update the information at Companies House (starting from 30th June 2016)

A company is required to take reasonable steps to contact its PSCs and confirm the information for the register. Failure to do so may result in penalties.

View a PSC (Person of Significant Control)

  1. Navigate to Company > Persons with Significant Control (PSC) > PSC Summary

Add a PSC (Person of Significant Control) to a Company

To add a PSC record to a company:

  1. Navigate to Company > Persons with Significant Control (PSC) > PSC Summary

2. Click New PSC.

3. In the PSC/ RLE field, click the Lookup button to select from a list of people and legal entities in GEMS.

4. If the PSC has applied for or received ‘Protected’ status from Companies House, select the Section 790 ZG Protected or the Section 790 ZF Exemption checkbox as appropriate.

Please Note: Section 790 ZF exemption means that the Usual Residential address of the person PSC is protected from disclosure to external agencies. Section 790 ZG Protected means none of the PSC’s personal details, such as name, date of birth etc., are included in the PSC Register or in the Central Register held by Companies House.

5. In the Service Address section, click the Lookup button next to Address Type to view a list of current and confirmed addresses associated with the person in GEMS. The Registered Office Address of the reporting company is also available to select as the PSC Service Address.

6. Add the date from which the service address is effective.

NOTE: The date you select here must be after the Date Effective From on the original address record.

7. Click the Save button.

Maintain PSC Status History

As companies go through the process of identifying, investigating, confirming and adding PSCs to the PSC Register, they must keep a record of the different actions being taken for each PSC. There are two types of information related to a PSC Status:

  • Notices - Notices are the actions taken in order to identify and confirm a PSC. For example, notices can be sent to PSCs to verify that they are a PSC, to confirm relevant information etc.

  • Conditions - Conditions are what determine the way in which a person or legal entity is a PSC, for example, whether they have significant control by way of share ownership, voting rights or significant influence over the board of directors.

Add a Condition to the PSC Record

To add a condition to the PSC record, do the following:

  1. Navigate to Company > Persons with Significant Control (PSC) > PSC Summary. This screen displays how many conditions the PSC currently meets in the # Current Conditions column.

2. Click on the Conditions link next to the PSC record you want to update. The PSC Condition Summary screen is displayed. All conditions that have been added for this PSC previously are displayed.

3. Click the New PSC Condition hyperlink.

4. On the PSC condition screen, click the Lookup button next to Short Description.

5. View a list of predefined PSC Conditions. Which conditions are displayed depends on the entity type of the company.

6. Click on the correct condition for the PSC to add it to the PSC Condition Summary screen. GEMS automatically fills the long description in the corresponding field.

7. Enter the Effective From date and select the Confirmed checkbox if the condition is confirmed for the PSC. Complete the rest of the fields if required.

8. Click the Save button. The PSC Condition Summary screen is updated with the new PSC record.

Adding a PSC Status/ Notice

To add a record of a PSC status or notice sent to a PSC, do the following:

1. Navigate to Company > Persons with Significant Control (PSC) > PSC Summary. This screen displays how many notices are currently pending for a PSC in the #Pending Notices column.

2. Click on the Notices link next to the PSC whose status you want to add. The PSC Notice Summary screen is displayed.

3. Click New PSC Notice.

4. On the PSC Notice screen, click the Lookup button next to the Short Description field to view a list of predefined PSC notices. Which notices are displayed depends on the entity type of the company.

NOTE: Some of these notices are applicable to new PSCs and others are applicable to existing PSCs that may have changed. Please see the GOV.uk website for guidance on when to use which notice.

5. Click on the correct Short Description notice for the PSC to add it to the PSC Notice Summary screen. GEMS automatically fills the long description in the corresponding field.

6. Enter the Effective From date and select the Confirmed checkbox if the notice is confirmed for the PSC. Complete the rest of the fields if required. Click the Save button. If Event Driven Output is enabled, GEMS will automatically create the relevant notice letter that you can print out and send to the PSC.

Updating a Notice

When a notice is no longer applicable, for example, when a PSC has responded to a notice, an end date must be added to it so that it is moved from the current section of the PSC Register to the historical section.

To update a PSC notice record, do the following:

  1. Navigate to Company > Persons with Significant Control (PSC) > PSC Summary and click Notices next to the PSC.

2. Click the Edit icon next to the notice record you want to modify.

3. Make the changes you need to make to the record. This may involve adding an Effective To date and/ or selecting/ clearing the Confirmed checkbox. Click the Save button.

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