20th April 2016PSC Register – Explanatory note

This obligation is effective from the 6 April 2016 and applies to companies and limited liability partnerships.

As your Service Provider in which we keep your Statutory Records most of the information required already exists in your records and can be extracted accordingly. There are some new elements which do not appear in the Register of Members in which you are now required to enter into the PSC Register

These matters which are required to enter in the PSC Register are the following details for persons or entities who are defined as a Person of Significant Control.

Persons of Significant Control (Registrable Person or Entity):

(i) Hold directly or in directly more than 25% of the issued shares;
(ii) Hold directly or in directly more than 25% of the voting rights;
(iii) Hold directly or indirectly the authority to appoint or remove directors (as may be included in the class rights of the Article of Association for your Company but not otherwise).
(iv) Any other person who is not a director or a shareholder who by agreement has the right to exercise any influence or control over the affairs of your Company. (e.g. this may be a condition of any finance arrangements);
(v) Where a shareholder who meets the above conditions and is a Trust or a Partnership then the details of the Trustees or Partners will need to be entered in the PSC Register.
Any person or entity who meets the conditions above under the Act is known as a Registrable Person or Entity and needs to be entered in the PSC Register.

The Act requires that a Notice is issued by the directors to anyone who meets the above conditions and that person in receipt of the Notice is required to confirm their particulars or amend them accordingly.

The particulars required for each Registrable Person or Entity is as follows:

(i) Full Name of person or entity;
(ii) Service address (where applicable) or principal office of an entity
(iii) The legal form of the entity and the governing law
(iv) Country of Residence;
(v) Nationality;
(vi) Date of Birth;
(vii) Residential Address;
(viii) Date when they became a Registrable Person in your Company;
(ix) Nature of control over your Company.

The Registrable Person is required under section 790G of the Act to comply with this regulatory requirement by providing information on request, namely confirm that you are the Registrable Person/Entity in relation to the Company. To assist in meeting this requirement a Statement is attached of the particulars identified in the Register of Members for your Company.

May we request that you confirm the attached Statements by replying direct to this email. Within one month of receipt. Also you will need to notify us of any other person who has not be included and meets the conditions of a registrable person above.

1. You are required to comply with the Act by providing information on request. You are also required to notify the company when the statement you hereby give ceases to be true within 2 months of the date of the change. Failure to respond to this notice request is a criminal offence.

2. Failing to comply with this request may lead to penalty fines for the Company or imprisonment of its directors. The Company may also issue restrictions notice under paragraph 1 of Schedule 1B to the Act, which may lead to applying restrictions on shares or rights held by you which means that in future you may not be able to derive benefits from the shares or rights you have in the Company.

Gary Miller, Director
T 020 7380 4938
E gmiller@hwfisher.co.uk