From 6 April 2016 almost all UK companies and LLPs must maintain a PSC Register. The PSC Register will make it possible to see not just who owns shares in a company but also who influences or controls a company discretely (a person with significant control). From 30 June 2016, this information will also need to be delivered annually at Companies House by each company when filing its confirmation statement (which from that date will replace the annual return). Newly incorporated companies will, from 30 June 2016, also be required to include a statement of initial significant control as part of their incorporation application.
A PSC is an individual who meets one or more of the following 5 threshold conditions for a single company, namely that he/she:
Where a company is owned or controlled by another legal entity, that legal entity’s details will need to be included in the PSC Register if it:
Where an individual’s ownership interest in a company is indirectly held through a legal entity satisfying conditions a), b) and c) above, that individual’s details are not required to be included in the company’s PSC Register (unless he satisfies threshold conditions 4 and/or 5 above).
The PSC Register will contain various details of each PSC (similar to the information found on directors in a company’s register of directors) as well as information about the person’s significant control. Not every company will have a PSC, but if a company has no PSCs then the PSC Register must record that fact.
Companies must take reasonable steps to identify their PSCs, if any. Once identified they are required to contact them to confirm details needed for the register. Companies must take steps to ensure that this information remains up-to-date.
PSCs must provide companies with their details if they are not already stated or are stated incorrectly in the PSC Register.
Companies and PSCs that do not take appropriate measures to gather or provide the information they are required to, or that knowingly or recklessly give incorrect information, commit a criminal offence punishable by a fine or imprisonment.
Members of the public generally are entitled to view, or call for copies of, a company’s PSC Register.
If you have any concerns, for example if you are finding it difficult to calculate threshold requirements or ascertain who your PSCs are, or are concerned about how to write up your PSC Register, please do not hesitate to contact Toby Stroh, Antony Cotton or Claire Rigby.
 with the exception of companies that are subject to the FCA’s disclosure and transparency regime, and companies with voting shares admitted to trading on a regulated market in the UK or EEA (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel.
 the term “companies” will also be deemed for the purposes of this note to include “LLPs”.