Register of persons with significant control

Since 06 April 2016 most UK incorporated companies and LLPs have been required to keep a register of individuals or legal entities with "significant control" over them (PSC register).

  • Submitted 4 May 2015
  • Reviewed 31 October 2017
  • Applicable Law UK , UK (England & Wales)
  • Topic Corporate & Governance

The introduction of a PSC register forms part of the Government’s plans to improve transparency in the ownership and control of companies. The Government believes that the establishment of a central register of company beneficial ownership allows those who really benefit financially from a company to be more readily identified (in contrast to those who hold the legal title to the company’s shares).

This article looks at the PSC regime as it applies to companies.

For more information on how the PSC regime applies to LLPs, see “LLPs and "persons with significant control."

Contents:

Where are the relevant legislative provisions dealing with the PSC register?
Which companies are required to keep a PSC register?
What are the initial filing obligations at Companies House in relation to PSC information?
Who is a person with “significant control”?
Should all individuals with “significant control” be registered in the PSC register?
Which legal entities (as opposed to individuals) should be included in the PSC register?
What particulars are required to be included in the PSC register?
How can a company obtain the necessary information to maintain a PSC register?
What sanctions does a company have if a person fails to respond to a disclosure notice?
Are PSCs/RLEs required to provide information to the company even though they have not received a notice from it?
Where is the PSC register kept and who can view it?
Does the PSC register have to be updated?
Can a PSC stop their details being publicly available?

Where are the relevant legislative provisions and guidance dealing with the PSC register?

The requirements for a PSC register were introduced in the Small Business, Enterprise and Employment Act 2015 (the Act) which received Royal Assent on 26 March 2015.

The Act inserts a new Part 21A and Schedules 1A and 1B into the Companies Act 2006 (CA 2006) and these contain the framework for the PSC register which most UK incorporated companies were required to hold from 06 April 2016.

Many detailed aspects of the PSC regime are set out in secondary legislation - the Register of People with Significant Control Regulations 2016 (the PSC Regulations) which came into force on 06 April 2016.

The PSC regime also applies to limited liability partnerships (LLPs). The Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 (the LLP Regulations) apply Part 21A of, and Schedules 1A and 1B to the CA 2006, and the PSC Regulations, to LLPs with appropriate modifications.

Changes were made to the PSC regime, with effect from 26 June 2017, in order to comply with Article 30 of the Fourth Money Laundering Directive. These changes, implemented by the Information about People with Significant Control (Amendment) Regulations 2017 (the Amendment Regulations), amend Part 21A CA 2006, the PSC Regulations and the LLP Regulations.

The Government has also published the following guidance on the PSC regime:

The statutory guidance is not an exhaustive statement of what will amount to “significant influence or control” but provides examples where a person would normally fall within the definition and where they would not. It also sets out some "excepted roles" that do not, on their, own, amount to significant influence or control (eg directors acting in a way which is consistent with the ordinary responsibilities of a director.)

Companies House has also published guidance on the protection regime for suppressing PSC information.

Which companies are required to keep a PSC register?

Under the Act, all UK incorporated companies (including unlimited companies and companies limited by shares or by guarantee and societates europaeae) are required to keep a PSC register unless they fall within one of the following groups:

  • companies with voting shares admitted to trading on a regulated market in the UK, or
  • companies with voting shares admitted to trading on a regulated market in the EEA (other than the UK) or on specified markets in Switzerland, the USA, Japan and Israel.

Prior to the changes to the regime that came into force on 26 June 2017, all UK incorporated companies that were subject to Chapter 5 of the FCA Disclosure Guidance and Transparency Rules were exempt from the requirement to keep a PSC register. This meant that UK incorporated companies with shares admitted to a regulated market or to a prescribed market (such as AIM or the NEX Exchange Growth Market) were exempt from the requirements. As a result of the changes, however, companies traded on prescribed markets are no longer exempt with the result that these companies must now keep a PSC register for the first time.

To allow newly affected companies time to get to grips with the regime, they have been given a 4 week grace period so that the requirement to keep a PSC register does not apply to them until 24 July 2017.

Unregistered companies (subject to the Unregistered Companies Regulations 2009) were also brought within scope of the PSC regime for the first time from 26 June 2017. As such, they are required to comply with the requirement to keep a PSC register from 24 July 2017.

As stated above, although the Act itself does not extend the PSC register requirements to limited liability partnerships (LLPs), the LLP Regulations apply the PSC regime to LLPs in the same way as it applies to companies, as far as is appropriate. Also, from 24 July 2017, Scottish Limited Partnerships and General Scottish Partnerships where all the partners are corporate bodies are required to register PSC information with Companies House for the first time. These partnerships do not have to maintain their own PSC register, but they are required to file their initial PSC information at Companies House within 14 days of 24 July 2017.

What are the initial filing obligations at Companies House in relation to PSC information?

From 30 June 2016 onwards, anyone seeking to incorporate a new company is required to file a “statement of initial significant control” at Companies House alongside the other usual incorporation documents. This filing includes particulars relating to any person who will be a registrable PSC or relevant legal entity of the company on incorporation. If there is no registrable PSC or legal entity, then a statement to this effect should be made instead.

Prior to the changes to the PSC regime in June 2017, all companies that were required to keep a PSC register were also required to deliver the information in their register to Companies House from 30 June 2016 onwards. The information was required to be delivered annually at the same time that the company made its Confirmation Statement (which replaced the Annual Return from June 2016.) All relevant companies should, therefore, have delivered their initial PSC information to Companies House by 30 June 2017.

The Amendment Regulations have now separated the delivery of information to Companies House from the annual Confirmation Statement process and information is now required to be filed independently on separate forms (see “Does the PSC register have to be updated?” below). Companies continue to have an obligation, however, to annually confirm that the PSC information on the central register is correct.

Who is a person with “significant control”?

All companies falling within Part 21A CA 2006 are required to take reasonable steps to find out if there are people who have significant control (PSCs) over their company and they are still required to keep a PSC register even if they have identified that they do not have any PSCs.

A PSC is defined as an individual who satisfies at least one of the following conditions in relation to the relevant company:

Condition 1- the individual holds, directly or indirectly, more than 25% of the shares in the company.

The 25% threshold is calculated by reference to the nominal value of the company’s shares and all shares in issue should be included when calculating shareholdings. Shares that have been bought back and cancelled should not be included in the calculation.

(See the PSC Guidance for more information on how this condition can be met in relation to companies without a share capital.)

Condition 2 - the individual holds, directly or indirectly, more than 25% of the voting rights in the company.

Voting rights attached to shares that have been bought back and are held as treasury shares are to be disregarded when calculating the 25% threshold.

Condition 3 - the individual is entitled, directly or indirectly, to appoint or remove a majority of the company’s board of directors.

When assessing this condition, consideration should be given as to whether anyone has the right to appoint or remove directors with the majority of board voting rights. If each director has one vote at board meetings, then this should be relatively simple to calculate. If different directors have different voting rights (on all or most matters) or someone has a casting vote, then consideration should be given as to whether anyone has the right to appoint or remove directors who carry a majority in board votes on all or substantially all matters.

In relation to a societas europaea, which has a two-tier board structure, an individual who has the right to appoint or remove the majority of either the management or supervisory organs will meet this condition 3.

Condition 4 - the individual otherwise has the right to exercise, or actually exercises, significant influence or control over the company.

A company need only consider whether a person meets this condition if they do not exercise control through one or more of the first 3 conditions. To work out if a person has significant influence or control of a company, the range of factors set out in the statutory guidance on this issue should be considered.

Condition 5 - the individual has the right to or actually exercises 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.

If a trust or firm has any ownership or control over a company, then it is necessary to consider whether that arrangement would have met any of conditions 1-4 if it were an individual. If the trust or firm would have met any of those conditions, then the individuals who control the activities of the trust or firm must be considered. Again, the statutory guidance should be reviewed when deciding whether those individuals have significant influence or control of the trust or firm.

If an individual has significant influence or control over the activities of a trust or firm, which would be a PSC of the company if it were an individual, then that person’s details must be entered on the PSC register.

If the assets of the trust or firm include ownership or control of the company that would meet any of conditions 1-4, the PSC register should show that the trustee(s) or partner(s) have significant influence or control against each of the relevant conditions that are met. If someone other than the trustees (eg the settlor or beneficiary of the trust) or partner(s) has the right to exercise significant influence or control over the trust or firm, they should be shown on the register as meeting condition 5.

Direct and indirect holdings

As detailed above, an individual may satisfy conditions 1, 2 or 3 by holding shares or rights directly or indirectly.

If the share or right is held in the individual’s own name it will be a direct interest (subject to certain rules on interpretation.) A share or right will be held indirectly if the person holding it has a “majority stake” in a legal entity and that legal entity either:

  • holds the share or right in question, or
  • is part of a chain of legal entities:
    • each of which (other than the last) has a majority stake in the entity immediately below it in the chain, and
    • the last legal entity in the chain holds the share or right in question.

In order to satisfy this definition, the individual must have a “majority stake” in a legal entity and each legal entity in the chain (other than the last) must have a “majority stake” in the legal entity below it. A person will hold a “majority stake” in a legal entity in any of the following circumstances:

  • the person holds a majority of the voting rights in the legal entity
  • the person is a member of the legal entity and has the right to appoint or remove a majority of the board of its directors
  • the person is a member of the legal entity and controls alone, pursuant to an agreement with other shareholders or members, a majority of the entity’s voting rights, or
  • the person has the right to exercise, or actually exercises, dominant influence or control over the legal entity.
Supplementary Provisions

The Act includes a specific carve out for limited partnerships so that an individual will not meet conditions 1-3 above by virtue only of being a limited partner, or by holding shares or rights in or in relation to a corporate limited partner which would itself meet the condition if it were an individual.

The Act also contains a number of additional supplementary provisions to assist in the interpretation of the PSC conditions above. These state, for example, that where individuals hold shares or rights jointly, they will each be treated as holding that share or right. Also, if shares or rights held by more than one individual are subject to joint arrangements, then each of those individuals will be treated as holding the combined shares or rights of all of the individuals. As referred to above, other provisions cover what is meant by holding shares indirectly, the treatment of shares held by nominees and the treatment of rights attached to shares held by way of security.

For further information on these supplementary provisions, see the PSC Guidance.

Should all individuals with “significant control” be registered in the PSC register?

To reduce the numbers of persons required to be noted in a PSC register (particularly for large groups), the Act distinguishes between registrable and non-registrable PSCs.

A PSC of a company will only be non-registrable if:

  • the only interests they hold in the company are held through one or more legal entities over each of which they have significant control, and
  • at least one of those legal entities in the chain of ownership is a “relevant legal entity” (RLE) in relation to the company.

A RLE is defined as:

  • a body corporate or firm (that is a legal person) - this can be both a UK or non-UK body corporate or firm
  • that would have come within the definition of a PSC over the company if it had been an individual (ie it meets any one or more of conditions 1-5 above), and
  • is subject to its own disclosure requirements (ie it keeps its own PSC register under Part 21A CA 2006 or it has voting shares admitted to trading on a regulated market in the UK or elsewhere in the EEA or on specified markets in Switzerland, the USA, Japan and Israel - as per the PSC Regulations).

Where a PSC is non-registrable, their details should not be included on the PSC register. Instead, the particulars of one of the RLEs through which the individual holds their interests in the company will be included on the register.

Figure 1

 

 

Persons 1 and 2 each directly hold 50% of the shares in Company A and so they will both be registrable PSCs in Company A and should be noted in the PSC register.

 

 

Figure 2

 

 

 

 

Person 1 does not hold any interest directly in Company A. He does, however, have an indirect interest in Company A which is held through a chain of legal entities (Company B and Company C). Person 1 has significant control over each of Company B and C and Company C is an RLE of Company A. This means that Person 1 is not a registrable PSC of Company A and should not be included in that company’s PSC register. Person 1 will, however, be a registrable PSC of Company C and should be included in that company’s PSC register.

 

 

 

 

Figure 3

 

 

 

In Figure 3, Person 1 holds 20% of the shares directly in UK Company A. This direct holding would not usually be sufficient to make Person 1 a PSC of Company A (as it is under 25% of the total share capital). However, in this scenario when the 20% direct interest is aggregated with Person 1’s indirect interest (held through Companies B and C) Person 1 holds directly or indirectly more than 25% of the shares in Company A and, therefore, is a registrable PSC of Company A. (Person 1 will be registrable as he does not hold all of his interests through another legal entity.) Person 1 should be entered in the PSC register of Company A as holding the total number of shares held directly and indirectly (100%).

 

 

 

Which legal entities (as opposed to individuals) should be included on the PSC register?

A PSC is by definition an individual and not a legal entity (such as a company or an LLP.) However, as noted above, a company might be owned or controlled by a legal entity and not by an individual.

In order to be included on a company’s PSC register a legal entity must be both relevant (ie qualify as a RLE as defined - see above) and be registrable. A RLE will be registrable in relation to a company if it is the first RLE in the company’s ownership chain.

When a legal entity is not a RLE it cannot be registrable and its details should not be entered on the PSC register. For example, a non-UK company that is not subject to its own disclosure requirements cannot be a RLE and, therefore, cannot be included in the PSC register of a company. In these circumstances, the company must look at the ownership and control of that legal entity to identify any individuals or RLEs that have a "majority stake" in that legal entity.

In Figure 3 above, Company B is not a RLE and, therefore, it cannot be registrable and should not be entered on Company A’s PSC register. Company A must, therefore, look at the ownership and control of Company B to identify who has a majority stake in that company and whether they are a registrable PSC or RLE. In this scenario, Company C has a majority stake in Company B, is a RLE of Company A and is also registrable as the first RLE in the company’s ownership chain. Company C will, therefore, be noted as a registrable RLE in Company A’s PSC register.

What particulars are required to be included in the PSC register?

From 06 April 2016, a company’s PSC register must never be empty. When the company is still investigating whether there are any registrable PSCs or RLEs, the register must say that “The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.”

Annex 2 of the PSC guidance contains other official wording that should be noted on the PSC register in specified circumstances, such as when the company has no PSCs or registrable RLEs or where the company knows that there is a registrable person in relation to the company but the company has not yet identified the registrable person.

Registrable PSCs

In relation to all registrable PSCs, the register must include a number of confirmed particulars including:

  • The individual’s name and date of birth.
  • Nationality.
  • An address for service and a usual residential address.
  • The date on which the individual became a registrable PSC in relation to the company.
  • Which of the five conditions for being a PSC the individual meets, with quantification of the interest where relevant (eg the percentage of shares held in the company.) Where a PSC meets one or more of conditions (1) to (3) the company is not required to identify whether they also meet condition 4.

When noting which of the five conditions the particular individual meets, the official wording (detailed in Annex 2 of the PSC guidance) must be used. Any restrictions on disclosing the PSC’s information that are in place must also be noted on the PSC register.

Information relating to a registrable PSC should only be included in the register once it has been confirmed. Information will be confirmed if the relevant individual provided the information to the company himself or confirmed it himself, if the information was provided or confirmed by another person with the relevant individual’s knowledge, or if the company holds previously confirmed information and has no reason to believe that it has changed.

The particulars of any PSC who is non-registrable must not be included in the PSC register.

Registrable RLEs

The PSC register must also include the required particulars of all registrable RLEs in relation to the company. These include:

  • the name of the legal entity
  • the registered or principal office
  • the entity’s legal form and governing law
  • the date on which it became a RLE in relation to the company, and
  • which one of the five conditions for being a PSC it meets, with quantification of its interest where relevant.

A registrable RLE’s particulars must be noted in the PSC register as soon as the company becomes aware of the entity’s status. There is no requirement to have this information confirmed.

How can a company obtain the necessary information to maintain a PSC register?

All companies that are subject to the provisions of Part 21A must take reasonable steps to identify any person who is a registrable PSC or a registrable RLE of the company.

The PSC guidance outlines the steps a company should typically take to identify its registrable PSCs or registrable RLEs. These include considering all of the documents and information already available to the company (for example the register of members and articles of association) as well as considering whether there is evidence of joint arrangements or evidence of rights held through a variety of means that might ultimately be controlled by the same person.

If a company has identified an individual or legal entity as registrable (or has reasonable grounds to believe that they are registrable) but does not have the necessary information to complete the PSC register, the company must serve notice on that individual or legal entity asking for the relevant information. It can also send a notice to a person if it reasonably believes that that person may know the identity of a registrable PSC or RLE (such as lawyers, accountants, family members or business partners.) Any such notice must state that the addressee is to comply with it by no later than the end of the period of one month beginning with the date of the notice.

Companies are also required to keep any information in their PSC register up to date. As such, a company must give notice to any person or entity noted in the register asking for confirmation of any change that may have caused the PSC register to become incorrect or incomplete. (See “Does the PSC register have to be updated?” below.)

The PSC guidance contains sample notices in Annex 3.

Failure by a company to comply with these information duties is an offence committed by the company and every officer of the company who is in default.

What sanctions does a company have if a person fails to respond to a disclosure notice?

A company may impose restrictions on any person who has a “relevant interest” in the company and who fails to respond (without a valid reason) to a notice requesting information in relation to a registrable PSC or a RLE. (That person may also be committing a criminal offence.) A person will have a “relevant interest” if he holds any shares in the company, holds voting rights in the company or is entitled to appoint or remove any member of the board of directors.

The process for imposing a restrictions notice is as follows:

  • The company serves a request for information notice and the recipient of the notice fails to reply or give a valid reason for not replying within one month of the date of the notice. (The company should note on the PSC register when the notice was issued and that there was no reply.)
  • The company then issues a “warning notice” stating that it is intending to impose restrictions on the relevant interest if the recipient does not reply to the initial request for information (or give a valid reason for not replying) within one month of the date of the warning notice.
  • The company then serves a restrictions notice informing the recipient that the restrictions are in place as of the date of the notice. The PSC register must also be updated to show that a restrictions notice has been issued.

Annex 3 of the PSC guidance contains sample notices.

The effect of any restriction notice is to effectively prevent the holder from exercising their rights. The relevant interest cannot be transferred (and any purported transfer will be void), no rights are exercisable in respect of it (including voting rights), no shares may be issued in right of that interest and except in liquidation, no sums are payable from the company in respect of the interest. An offence will also be committed if a person purports to exercise their rights in relation to a relevant interest whilst knowing that the interest is subject to restrictions.

A company must lift any restrictions (by issuing a notice) if:

  • the individual or legal entity provides the requested PSC information or provides a valid reason for not complying with the request and the company is satisfied with the reason
  • the company discovers that the restriction is unfairly affecting the rights of a third party, or
  • the company is ordered by the court to do so.

Are PSCs/RLEs required to provide information to the company even though they have not received a notice from it?

The Act imposes standalone duties on registrable PSCs and registrable RLEs to provide relevant disclosure information to the company. These duties exist if:

  • the person knows that they have registrable PSC/RLE status or if they ought reasonably to have known that fact
  • the required particulars of the person are not already stated in the company’s PSC register
  • the person has not received a disclosure notice from the company, and
  • the above conditions have continued for a period of at least one month.

Failure to comply with this duty to provide information is an offence.

This is a separate and distinct obligation from the requirement on PSCs and RLEs to respond to a disclosure notice from the company (see above).

Where is the PSC register kept and who can view it?

A company’s PSC register must be kept available for inspection at its registered office or at its alternative inspection location (if it has one) and must be open for inspection by any person without charge. A company may charge a maximum fee of £12 for providing a copy of the PSC register.

Anyone wanting to view or receive a copy of the PSC register must make a request to the company setting out their name, address and their purpose for seeking the information. The company must reply to the request within five working days. It can comply with the request and send the relevant information (noting the date that it was last updated) or if it believes that the request has been made for an improper purpose, it can apply to the court for an order allowing it to refuse the request. If the company makes a court application, it must reply to the initial request confirming that this action has been taken.

When a company grants access to its own PSC register, it must make available all of the requested information except for a PSC’s usual residential address.

Companies are also required to provide their PSC information to Companies House (see “What are the initial filing obligations at Companies House in relation to PSC information?”) and to keep it updated. This means that most of a company’s PSC information will be publicly available on the central register as well as being available for inspection at the company’s registered office. The only information that will not be publicly available on the central register is a PSC’s usual residential address and the day of his date of birth.

From 30 June 2016, private companies and LLPs were given the option of keeping their own PSC register at Companies House rather than at their registered office (or alternative location.) One of the consequences of choosing to keep a company’s own register at Companies House is that the full date of birth of all PSCs will be publicly available. To protect these PSCs, any company that intends to elect to keep its PSC register at Companies House, must give notice to each PSC or registrable RLE of this intention at least 14 days in advance. If no-one objects, the company can proceed with the election.

Once an election has been made, the company must continue to keep its old PSC register accessible for viewing, but it is no longer required to keep it updated. The register kept at Companies House must, however, be kept updated on a “real-time” basis (see below.)

Does the PSC register have to be updated?

Companies are required to keep the information on their PSC register up-to-date and failing to do so is a criminal offence.

In relation to a company’s own PSC register that is kept at the company’s registered office, any information that is no longer correct must be updated within 14 days of the company becoming aware of the change. This means that:

  • the particulars of any new PSC or RLE should be entered on the register within 14 days of the PSC’s particulars being confirmed or, in relation to an RLE, within 14 days of the reporting company first having details of those particulars, and
  • any relevant change to the particulars of a PSC or RLE already entered on the register must be noted on the register within 14 days of the change to the PSC’s particulars being confirmed or, in relation to an RLE, within 14 days of the reporting company first having details of that change.

If the new information is not immediately available, the PSC register should be updated to show when the old information ceased to be correct and to indicate the status of any investigation into the replacement information (including whether a notice requesting information has been served.)

From 26 June 2017, any change to a company’s PSC register must be filed with Companies House within 14 days of the change being made. (This requirement will apply from 24 July 2017 to those AIM and other companies coming in scope of the PSC regime for the first time – see “Which companies are required to keep a PSC register” above.)
Companies House Forms PSC01 – PSC09 should be used to notify Companies House of all changes to PSC information.

Prior to 26 June 2017, companies were only required to notify Companies House of changes to their PSC register on an annual basis, by filing a Confirmation Statement. The change to the regime (implemented by the Amendment Regulations) separated the delivery of updating information to Companies House from the annual Confirmation Statement process. Companies are, however, still required to file an annual Confirmation Statement confirming that all changes to their PSC information have already been filed (using forms PSC01-PSC09) and that the information on the central register is correct as at the date of the Statement.

If a company updated its PSC register at any time before 26 June 2017, but this change was not notified to Companies House (for example by filing a Confirmation Statement) then that company must notify Companies House of the change by 10 July (14 days after 26 June 2017.)

If a private company has elected to keep its own PSC register at Companies House (see “Where is the PSC register kept and who can view it?”) the PSC information must be kept up-to-date in the same way as if the company was maintaining its own register. PSC information must, therefore, be filed at Companies House as soon as it would have been entered in the company’s own register.

Can a PSC stop their details being publicly available?

Although most PSC information will be publicly available, the PSC regime does allow for an application to be made to suppress this information in exceptional circumstances. There are two categories of protection for PSC information:

  • preventing the PSC’s residential address from being shared with credit reference agencies, and
  • preventing any information about the PSC from being publicly available (both on the company’s own PSC register and the central public register) or being shared with credit reference agencies.

It is possible to make a combined application in relation to both types of protection.

Companies House has published guidance on the application process for protecting PSC information in relation to UK companies, and separately for LLPs. The guidance includes details of the relevant Companies House forms for making any application and an overview of what information will be required. It also gives examples of the type of PSC for whom a protection application may be appropriate (including a PSC of a company whose business is licenced under the Animal (Scientific Procedures) Act 1986 or which is active in the defence industry.)

Protection of usual residential address information

Under the Act, the residential address of a PSC will be kept by the company but will never appear on the registers that a company makes available to the public or on the central public register. This information will only be accessible by specified public authorities and credit reference agencies (CRAs).

A PSC (or the company or a subscriber to the memorandum of association) can apply to Companies House to prevent a PSC’s residential address from being disclosed to CRAs. The process for making that application is set out in the PSC Regulations. The grounds on which an application can be made are that:

  • the applicant reasonably believes that there is a serious risk that the PSC, or a person who lives with the PSC, will be subjected to violence or intimidation as a result of the activities of the company they are (or were) involved with, or
  • a section 243 decision (in relation to an application to protect the residential address information of a director) is still in force in respect of the applicant.

Evidence of the serious risk will have to be provided where this is the basis of the application. The registrar must send to the applicant notice of his decision within seven days of that decision being made. Where the application is unsuccessful, the registrar’s notice of decision must also inform the applicant of their right to apply for permission to appeal the decision to the High Court.

Protection of secured information

Secured information includes all the particulars relating to a PSC that are required to be noted in the PSC register. If a successful application is made, then Companies House will not be permitted to disclose any of the PSC’s secured information on any public register, nor share it with CRAs. Also the PSC's information in the company's own PSC register will be replaced with a note stating that a protection application has been made in respect of the PSC.

Again, an individual (or company or subscriber to the memorandum of association) can make an application to the registrar requiring him to refrain from using or disclosing secured information on the grounds that the applicant reasonably believes that if that secured information is disclosed by the registrar:

  • the activities of that company, or
  • one or more characteristics or personal attributes of the PSC when associated with that company

will put the PSC or a person living with the PSC at serious risk of being subjected to violence or intimidation.

Evidence which supports the statement of the grounds on which the application is made will be required. Again, the registrar must inform the applicant of his decision within seven days of making that decision and must give details of the right to apply for permission to appeal where the application is unsuccessful.

Once an application for protection has been made, the secured information will be suppressed from the public register at Companies House until the outcome of the application and any appeal. The relevant company must also not use or disclose any of the applicant’s secured information (including not allowing an inspection of the relevant information on the PSC register) until the outcome of the application is known.

Transitional provisions

For companies that came into scope of the PSC regime for the first time on 26 June 2017, the Amendment Regulations contain transitional provisions relating to an application to protect secured information. The transitional provisions apply where:

  • an individual is a registrable PSC on 26 June 2017
  • that individual applies to protect their secured information on or before 24 July 2017, and
  • the registrar makes a determination that the application is unsuccessful.

In those circumstances, the registrar must not use or disclose the secured information and must omit it from any material on the register that is available for public inspection during a specified period (the protected period.) The protected period is 12 weeks from the date of the registrar’s determination (where there is no appeal) or where there is an appeal, 12 weeks from the date that any appeal is dismissed, withdrawn or abandoned.

If during the protected period the PSC ceases to be registrable (eg by divesting themselves of their interests in the company) and notifies the registrar of that fact, then the registrar must not use or disclose the secured information even after the protected period has expired.

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