Are there any exceptions to the PSC Register?

Published Date 28/06/16 16:27

The short answer is yes. But let’s look a little deeper. Who should not be added?

It is a statutory obligation for UK companies and Limited Liability Partnerships (LLPs) to maintain a PSC Register. However, as with most legislation there are exceptions. So the following entities are exempt:

A company that is subject to their own disclosure requirements
A company that has voting shares admitted to trading on a regulated market in a EEA state other than the UK
A company that has voting shares admitted to trading on a market listed in Schedule 1 of The Register of People with Significant Control Regulations 2016
Limited Partnerships
Charitable Incorporated Organisations

A person has significant control if they meet one or more of the conditions set out in Schedule 1A to the Companies Act 2006. These are:

(1) The individual(s) has 25% or more of the shares
(2) The individual(s) has 25% or more of the voting
(3) The individual(s) has the right to appoint or remove the majority of the directors of the company
(4) The individual(s) has the right to exercise or actually exercises “significant influence or control” over the company
(5) The individual(s) has the right to exercise or actually exercises “significant influence or control” over the activities of a trust or a firm which is not a legal entity, but would satisfy any of the other conditions if it were an individual.

There are exceptions to the fourth condition and fifth conditions and these are known as “Excepted roles”. A non-exhaustive list is set out in the BIS statutory guidance.

Examples of these are:

Individuals who provide advice – a lawyer or an accountant or tax advisor
Individuals who enter into third party commercial or financial agreements – a supplier or lender

In summary, the exceptions to PSCs are limited, and on the whole most companies and LLPs will have to comply by making sure that the correct PSC is identified and entered in the PSC Register.

Find out more about how we can help your or your client's company to complete the PSC Register.

By Karina James-Wiltshire

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