I am seeking clarification from the actual programming team at Companies House.
I have been associated with Cosec software for some years now in programming.
Recently as a programmer orders have been coming in from various non-programmers that we must change PSC wording in our registers to eliminate the concept of PSC’s by virtue of being trustees of trusts and controllers of ‘firms’.
The first request introduced what I consider to be a fictional non-statutory term that has recently been invented called ‘non-RLE’s’ . The statutory guidance seems to make it clear to me that any ‘non-legal-personality’ entity is called a ‘firm’ by PSC statutory guidance. And as such PSC’s that are controllers of a ‘firm’ should appear on the PSC register as such and they must be reported in PSC01 and PSC04 as such.
However my management have been telephone or email discussing with people at Companies House and coming back with demands for changes to our wording that introduces the non-statutory term ‘non-RLE’, whereby the PSC will no longer show up in the register or on the forms as controlling members of a firm, but simply as PSC’s in their own right with no indication they are PSC’s by virtue of being controllers of a ‘non-legal-personality’ entity. It does my head in.
This madness has now spread to ‘trustees’. I am now being ordered to change the wording of the PSC register so that trustees now simply appear as ‘PSC with direct or indirect control’.
The statutory guidance hasn’t changed. The PSC01 has not changed. The XML schemas have not changed. As far as I am concerned there is no such legal thing as a ‘non-RLE’. The technical and legal term as far as PSC statutes is concerned is ‘firm’ and all wording and forms should reflect as such.
If I am correct then can the programming team at Companies House please make clear to the phone answering team that there is no such thing as a non-RLE and that all non-legal-personality entities that are not trusts are ‘firms’ and all wording and reporting should reflect this, as per statutes.
If not, I will put the option into our software and forms will be coming through to Companies House whereby trustees of trusts and controlling members of ‘firms’ will simply be reported as direct PSC’s.
Thanks very much for any help you can offer in this direction.
Best regards
Andrew
Hello Andrew, I will pass this to relevant colleagues for information and comment.
SDN
Thank you very much, Simon. I must apologise for my strong wording. I wrote it in the steam of the moment and without a cool-off period hit the send button.
Thanks again for the assistance.
Regards
Andrew
No problem - I hope to get a response to you sometime next week.
SDN
Good morning Andrew,
Our understanding of what makes someone/something a PSC:
- An individual who has direct or indirect ownership of 25%+ shares/voting rights/power to appoint & remove directors, or some other form of significant control
- A registerable relevant legal entity (RLE) which has direct or indirect ownership of 25%+ shares/voting rights/power to appoint & remove directors, or some other form of significant control;
- Direct or indirect ownership of 25%+ shares/voting rights/power to appoint & remove directors, or some other form of significant control; as an ‘other registrable person’ (ORP)
- An individual or RLE or ORP having control over a trust whose trustees own 25%+ shares/voting rights/power to appoint & remove directors or have some other form of significant control
- An individual or RLE or ORP having control over a firm whose members own 25%+ shares/voting rights/power to appoint & remove directors or have some other form of significant control
If a trust or firm without legal personality meets any of the nature of control (NoC) conditions in a UK company, all of the trustees/members of that firm are considered to meet those and should be shown as PSCs – as an individual, RLE or ORP as appropriate.
If someone controls that trust or firm, they should also, separately be shown as a PSC – as someone who controls a trust/firm.
If you have any recent examples of rejections that contradict the above, please supply full details.
Thanks
SDN
Thank you very much for this, Simon. I do not have an actual rejected submission that I am referring to, but rather changes to submissions that I am being requested to make that go against my understanding of the nature of things.
Your reply already clarifies some things for me and changes things in my understanding.
Previously my understanding was that if a trust or firm without legal personality is a PSC then the members and controllers of that trust or firm would be listed as being PSC’s by virtue of being members of the trust or firm.
However, what I am gathering from your post above is that regardless of how much control a trustee or member of a firm has within a PSC-level trust or firm, they should be listed as a PSC or RLE in their own individual capacity.
In addition if they are ‘controlling’ members or trustees of the PSC-level trust or firm (which I take to mean they control more than 25% of the trust or firm) then they should also be listed as PSC’s or RLE’s that are PSC’s or RLE’s with control over a qualifying trust or firm.
So that does change things in my mind considerably, and I will then work from there.
Hopefully I got the right end of the stick from your message above: Trust/Firm with >25% interest in UK company → All trustees/members are listed in their individual capacity as PSC/RLE.
PLUS
If individual trustee/member has >25% controlling interest in Trust/Firm then they additionally get the tickbox and wording that they are controlling trustees/members of trust or firm that has control over UK company. So they will get both sets of tickboxes on a PSC01 ticked - in their individual capacity and as controlling members of the Trust/Firm.
(Edited to remove superfluous question at the end…)
Hello again,
My response came from a senior policy manager, so is correct as far as we are concerned.
We would always suggest you seek your own advice however, if ultimate clarification is required.
SDN
Thanks very much for this, Simon. Much appreciated.