A legal entity is considered relevant in relation to another company if it meets at least one of the requirements to be a PSC and: The SGP regime applies to all UK companies, with the exception of listed companies, which are exempt as they are already subject to transparency obligations under the disclosure and transparency rules of the FCA (or its relevant foreign equivalent). In this context, «listing» refers only to companies listed on the official list and those whose voting shares are admitted to trading on a regulated market in another EEA State or on certain markets in the United States, Japan, Switzerland or Israel. Since the entry into force of the 2017 regulation on June 26, 2017, the exemption no longer applies to companies listed on markets such as AIM or NEX Exchange Growth Market, and these companies will therefore have to keep a PSC register from July 24. If a legal entity fulfils one of the conditions of the PSC in respect of a UK company and a person has a controlling interest in that legal entity, that person must be registered in the UK company`s CSP register, unless the legal entity through which it holds its participation is an ELN. Failure to provide information on PSC/ELA interests – a recipient of a PSC notice generally has one month to respond. Otherwise, the shares in question could be restricted so that all voting, dividends and other share rights would be suspended and no transfer would be permitted without a court order. Failure to provide information is also a criminal offence punishable by 2 years` imprisonment or a fine, or both. The effects of a «restriction notice» are set out in the articles of association and can therefore be triggered without an express provision in the articles of the company. However, the interests of third parties who may be affected by the restrictions (e.g. legitimate owners or holders of security rights) must be taken into account and an aggrieved third party has the right to apply to the court for the lifting of the restrictions. Individuals may meet PSC criteria by virtue of direct or indirect ownership of the underlying entity. A person is considered to have an indirect interest or interest in an entity (entity A) if they have a «controlling interest» (see box «Indirect PSEs – what is a «majority interest»?) in a corporation (entity C) and entity C holds the shares of entity A either directly or through a chain of legal entities. each of them holds a controlling interest in the next company until you get to the company that holds the interest or interest in Company A.
This is illustrated in scenario 1 below. The register of points of single contact shall contain the necessary information on (i) `persons with significant control` and (ii) legal persons that are relevant and registrable. UK companies must take «reasonable steps» to identify PSCs and ELAs and maintain the register of PSCs, which may include a review of available and existing information such as membership registers, articles of association and capital declarations. The government`s detailed guidance on the regime provides examples of requests for information that companies must send to private security companies and potential ELBs and to which security companies and ELBs are required to respond. PSCs and LES also have a proactive duty to share their data with UK companies once they are informed of their status. 5 If a CSP/ELA meets more than one of conditions 1, 2 or 3, the CSP register shall record each relevant condition and how it is met. It is only necessary to verify whether a person or entity fulfils conditions 4 or 5 and to register this fact in the PSC register if that person or entity does not fulfil conditions 1, 2 or 3. If a person has both a direct and an indirect interest in the same business, both are considered and must be disclosed. Within 14 days of identifying the registrable LEBs, a company must obtain and register the following information about the legal entity in its PSC register: However, H is the first relevant legal entity in Company G`s chain of ownership and is therefore registered in G`s CSP Register.
If a legal entity in your organization is owned or controlled, you must determine whether it is considered a registrable relevant legal entity with respect to your organization. The PSC scheme entered into force on 6 July. By April 2016, all UK unlisted companies and LLPs should already have a PSC register.