The UK has implemented a public register of individuals with significant control (PSCs) over companies in an effort to increase transparency of company ownership and control. The register requires UK companies to record PSCs, defined as individuals who directly or indirectly own over 25% of shares or voting rights, have the right to appoint the majority of directors, or otherwise exercise significant influence over the company. By making the information publicly available, the UK aims to help businesses identify ownership of counterparties, assist developing countries in inquiries without numerous requests, and allow for more accurate oversight as more people can review the data. The government plans to explore extending similar transparency rules to foreign companies owning UK property or bidding on public contracts.

1. UK Transparency Agenda
Andrew Death

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Transparency and Trust measures
• June 2013 G8 Summit in London, PM commits to take action to increase transparency of
company ownership and control
– require companies to obtain information on who owns and controls them
– central registry of beneficial ownership
– other measures, including bearer shares, nominee directors and corporate directors
• Small Business, Enterprise and Employment Act 2015 amended the Companies Act 2006 to
implement these proposals
• PSC register came into force
– April 2016 – companies must keep a PSC register
– From 30 June 2016 – information starts to be filed with Companies House required

3. The UK PSC register
• From 6 April 2016, UK companies must keep a register of individuals with significant control
over the company (PSCs)
– applies to all kinds of UK companies and LLPs
• UK companies (and some non-UK listed companies) may also be recorded in the register
• The register will be open to public inspection and information from the register must be filed with
Companies House
• There is an exemption for listed companies
– companies subject to DTR5 or a "broadly similar" regime
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4. Why make the register public?
The Prime Minister announced in October 2013 that the register would be public.
At the time he said:
“…there are also many wider benefits to making this information available to everyone.
– It’s better for businesses here, who’ll be better able to identify who really owns the companies
they’re trading with.
– It’s better for developing countries, who’ll have easy access to all this data without having to
submit endless requests for each line of inquiry.
– And it’s better for us all to have an open system which everyone has access to, because the
more eyes that look at this information the more accurate it will be.”
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5. Who is a PSC?
• A person with significant control is an individual who meets one of five conditions:
– Condition i: directly or indirectly holds more than 25% of the shares in the company;
– Condition ii: directly or indirectly holds more than 25% of the voting rights in the company;
– Condition iii: directly or indirectly has the right to appoint or remove the majority of the board of
directors of the company;
– Condition iv: otherwise has the right to exercise or actually exercises significant influence or control
over the company;
– Condition v:
• Trust or firm would meet one of the first four conditions if it was a legal entity and;
• An individual has the right to exercise. or actually exercises, significant influence or control over the activities of
a trust or firm (such as a partnership).
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6. The PSC Register – obligations
• Companies must take "reasonable steps" to identify their PSCs. A person who is a PSC must
inform the company
• Companies have broad powers to obtain information and restrictions can be imposed on shares
if information is not provided
• Protection regime to suppress information from public disclosure if there is a serious risk of
violence or intimidation
• Failure to comply is a criminal offence
• Guidance on the operation of the new rules is published on .gov.uk:
– statutory guidance on the meaning of “significant influence or control” for the purposes of the fourth
condition
– non-statutory guidance on the regime as a whole
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7. What’s next?
• Singapore July 2015 – Prime Minister David Cameron:
– “I’m determined that the UK must not become a safe haven for corrupt money from around the world.
We need to stop corrupt officials or organised criminals using anonymous shell companies to invest
their ill-gotten gains in London property, without being tracked down.”
– “…So we have got to find ways to make property ownership by foreign companies much more
transparent. There may be a number of ways we can do this, for example extending what we currently
ask of UK companies to foreign companies too. And we will consult on the best way forward.”
– “…And we will also look carefully at the case for insisting that any non-UK company wishing to bid on a
contract with the UK government should also publically state who really owns it using the government’s
buying power as a if you like, battering ram for greater corporate transparency around the world.”
• March 2016 – BIS published a discussion paper on the proposal…
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8. Further information
• Small Business, Enterprise and Employment Act 2015 (Part 7):
http://www.legislation.gov.uk/ukpga/2015/26/part/7
• The Register of People with Significant Control Regulations 2016:
http://www.legislation.gov.uk/uksi/2016/339/contents/made
• PSC guidance: https://www.gov.uk/government/publications/guidance-to-the-people-with-significant-
control-requirements-for-companies-and-limited-liability-partnerships
• Foreign company register discussion paper:
https://www.gov.uk/government/consultations/property-ownership-and-public-contracting-by-foreign-
companies-improving-transparency
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