Persons with Significant control (PSC) statements

Person with Significant Control
1

As part of the Small Business, Enterprise and Employment Act companies are required to supply details of the people who own or control their company (PSCs). Companies will need to keep this information on their own register, in addition to the register of directors and the register of members which they already keep. PSC information must also be filed with the central public register at Companies House.

Companies which keep their own registers will provide PSC information via the Confirmation Statement (previously the annual return), while companies which chose to hold their register at Companies House must submit PSC01, PSC02 or PSC03 forms for each PSC in the company. If the company cannot provide PSC information via one of these methods they must file a PSC08 giving a statement as to why this information cannot be provided.

The PSC08 form ‘Notification of a PSC Statement’ is specified in the PSCStatementNotification schema and is outlined in the brief description below. When the statement is no longer applicable it can be withdrawn by submitting a PSC09 as specified in the PSCStatementWithdrawal schema.

There are seven different statements which can be provided and these can be thought of as being one of three types:

Company Statements

These statements apply to the company as a whole. If a company gives one of these statements they cannot submit any other statements or PSC Notifications while this statement is active. These Company Statements are outlined below as the value which needs to be submitted followed by the wording from the Act:

NO_INDIVIDUAL_OR_ENTITY_WITH_SIGNFICANT_CONTROL
The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.

STEPS_TO_FIND_PSC_NOT_YET_COMPLETED
The company has not entered the particulars of any registrable person or registrable relevant legal entity and 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 under section 790D of the Act.

PSC Statements

These statements apply to a PSC not already on the central public register at Companies House. A separate statement must be filed for each PSC that they apply to. For this reason a company could have multiple PSC Statements alongside PSC Notifications on their register. A PSC Statement cannot be filed if a Company Statement is active for that company. These PSC Statements are outlined below as the value which needs to be submitted followed by the wording from the Act:

PSC_EXISTS_BUT_NOT_IDENTIFIED
The company knows or has reasonable cause to believe there is a registrable person in relation to the company and has been unable to identify the registrable person.

PSC_DETAILS_NOT_CONFIRMED
The company has identified a registrable person in relation to the company and all the required particulars of that person have not been confirmed.

PSC_CONTACTED_BUT_NO_RESPONSE
The company has given notice under section 790D of the Act; and the addressees of the notice have failed to comply with the notice within the time specified in it.

RESTRICTIONS_NOTICE_ISSUED_TO_PSC
The company has issued a restriction notice under paragraph 1 of Schedule 1B of the Companies Act 2006.

PSC Linked Statements

These statements apply to a PSC already held on the central public register at Companies House. When this statement is submitted details of the PSC are also required. A PSC Linked Statement cannot be filed if a Company Statement is active for the company and as it applies to a PSC already held on the register it can only be filed if the PSC exists on the register.
The PSC Linked Statement is outlined below as the value which needs to be submitted followed by the wording from the Act:

PSC_HAS_FAILED_TO_CONFIRM_CHANGED_DETAILS
The company has given a notice under section 790E of the Act and the addressee has failed to comply with the notice within the time specified in it.

Alongside this statement details of the PSC must be provided as specified in the schema. These details must match those which are already held on the register at Companies House.

2

Ryan… some of the text in the statements that you’ve given here differ with the prescribed texts given in the Dept. for Business Innovation & Skills guidance document. (https://www.icsa.org.uk/assets/files/free-guidance-notes/PSC-Register-Guidance-for-companies-SEs-and-LLPs.pdf). Which version is correct?

3

Sorry for the confusion, your feedback is much appreciated. The schema is using a plain english version of the legal text, which is shown in the details above, so you can match the enum to the legal text. We have used the a combination of both on our web screens to try to help customers who maybe confused by legal jargon. We shall look to address this confusion for our release next week, thanks again for your feedback.

4

Can I confirm that (based on my understanding of the Draft Incorporation Schema) that it is possible to incorporate a company where Company Statements or PSC Statements are used if they apply on incorporation?

5

Yes it is possible to incorporate a company where Company Statements or PSC Statements apply. Hope that helps.

6

It helps… and as a result a few more questions

Can I further clarify that:

For the indivdual PSC statements if used on incorporation we will need to essentially repeat the same statement multiple times, for example PSC_EXISTS_BUT_NOT_IDENTIFIED, based on the number of times this statement applies to the company.

and

Where we do use these statements it’s essentially all or nothing and we won’t enter any other details of the person/entity in question at that time.

Thanks

7

Apologies for delay replying.
Yes you would need to send the statement as many times it applies, so if you think you have 4 PSCs, you need to give the same statement 4 times. Until you have confirmed the details you are unable to send is the details of the PSC at the time of incorporation.
hope that helps

8

In reference to these two pieces of information provided by rryan at the start of this thread on Jan 22:

  1. If a company gives the statement STEPS_TO_FIND_PSC_NOT_YET_COMPLETED then the company cannot submit PSC Notifications while this statement is active.
  2. A PSC Statement cannot be filed if a Company Statement (e.g. STEPS_TO_FIND_PSC_NOT_YET_COMPLETED) is active for that company.

Is this still an accurate description of logic that Companies House intend applying to PSC Filings?

If so, will it apply to filings only, as I would think that for the PSC Register a company may believe that they have to maintain an active Company Statement of STEPS_TO_FIND_PSC_NOT_YET_COMPLETED as they work through issuing PSC Notices, until such point that their STEPS_TO_FIND_PSC_NOT_YET_COMPLETED are completed?

9

Yes this logic is correct. In the schema you will see we have differentiated between company level statements and PSC level statements. You can only have 1 company level statement on a company at any 1 time. When you have the details for the first PSC, you would need to withdraw the company level statement, file a notification form and if you think there are say 3 more PSCs but you havent confirmed their details you would need to submit 3 PSC level statements to reflect this.

10

Hi,

Just to be clear, when submitting an electronic application for incorporation, will we be able to make just the company level statement that STEPS_TO_FIND_PSC_NOT_YET_COMPLETED rather than filing the PSC details?

11

Yes, if the company doesnt have confirmed PSC details, they will need to supply just a statement on incorporation or confirmation statement