Client Briefing: Being clear about company ownership

As part of the government's commitment to increase transparency in the ownership and control of companies, all UK companies [1] will shortly be required to identify and record the people who own or control their company. These people may be the same as existing shareholders, or they may be different

The new PSC Register in respect of an individual PSC: name, service address, country or state of usual residence, nationality, date of birth and usual residential address, in respect of an RLE: the entity's corporate name, registered office, legal form and law by which it is governed, register of companies in which it is entered and registration number (if applicable).

Who is a PSC/RLE? holds, directly or indirectly, more than 25% of the nominal value of the company's issued shares; holds, directly or indirectly, more than 25% of the voting rights in the company; holds the right, directly or indirectly, to appoint or remove a majority of the board of directors of the company;has the right to exercise, or actually exercises, significant influence or control over the company; or exercises or has the right to exercise significant influence or control over a trust or firm, which itself meets any of the above conditions.

What action must the company take?Establish a PSC Register. The company must have a PSC Register from 6th April, even if it only contains a statement that the company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or RLE.

Take reasonable steps to identify PSCs and RLEs. This might include reviewing documents and information available to the company, for example the company's register of members, articles of association and shareholders agreements. Interests in the company held by individuals, legal entities and trusts or firms, should be considered, and also whether there is evidence of any joint arrangements or of rights held through a variety of means that might ultimately be controlled by the same person.

Confirm information. A PSC's required particulars must be confirmed with the PSC before the information can be entered on the Register.

Record the required particulars. As well as the required particulars, the company must give details of the date on which a person became a registrable person or RLE and the nature of his or its control. Prescribed wording should be used for this.

File the information at Companies House from 30th June onwards.

Make the Register available to the public on request, apart from residential addresses, which must be kept confidential.

Comment[1] The new rules also apply to LLPs, but this briefing is limited to their application to companies.

The content of this page is a summary of the law in force at the date of publication and is not exhaustive, nor does it contain definitive advice. Specialist legal advice should be sought in relation to any queries that may arise.