UK: Confirmed Implementation Dates PSC Register And BIS Response To Consultation

Last Updated: 11 January 2016
Article by Paul McGrath and Alina Smidre

Confirmed implementation dates for register of People with Significant Control ('PSCs') provisions and BIS response to consultation on the PSC Register: Scope, nature and extent of control, fees, the protection regime and warning and restrictions notices.

On 9 December 2015 it was confirmed that, pursuant to The Small Business, Enterprise and Employment Act 2015 (Commencement No.3) Regulations 2015, companies and other entities subject to PSC provisions will be required to keep a PSC register from 6 April 2016 and send this information to Companies House with a confirmation statement (replacing an annual return) or on incorporation, from 30 June 2016.

On 17 December 2015 the Department for Business Innovation & Skills ('BIS') published its response to some aspects of its consultation paper on draft Register of People with Significant Control Regulations 2015 (the 'PSC Regulations').

While the PSC Regulations are still in draft form, BIS has confirmed certain amendments it will make before they are laid before Parliament in January 2016, along with regulations bringing limited liability partnerships ('LLPs') into the PSC regime.

1. Companies not required to keep a PSC register

The Government has confirmed that along with UK registered companies required to comply with Chapter 5 of the Financial Conduct Authority's Disclosure and Transparency Rules sourcebook (the 'DTR5 issuers'), companies with the voting shares admitted to trading on a regulated market in an EEA state, as well as companies listed on certain markets in Japan, the USA, Switzerland and Israel will be exempt from having to maintain a PSC register on the basis that they are already subject to similar disclosure requirements to the DTR5 issuers and this information is publicly available. A definitive list of exempt entities will be set out in the PSC Regulations.

2. Legal entities subject to their own disclosure requirements – relevant legal entities

In certain circumstances companies which own or control other companies may be subject to their own disclosure requirements and may have to be entered on the PSC register of an underlying company instead of an individual. By analogy with companies which are not required to keep a PSC register, UK and non-UK legal entities that have voting shares admitted to trading on a regulated market in an EEA state and certain markets in Japan, the USA, Switzerland and Israel will qualify as being subject to their own disclosure requirements.

3. Recording the nature and extent of control

The Government will amend the PSC Regulations so that if a person already meets one of the first three specified conditions (please see this article for details on specified conditions), the company would not need to record in its PSC register if and how the person meets the fourth specified condition, namely exercising or having the right to exercise significant influence and control.

For share ownership and voting rights, the current three broad bands indicating whether a PSC owns (a) more than 25% up to and including 50%; (b) more than 50% and less than 75%; or (c) 75% or more, will be retained.

4. Other information to be noted on the register

While the Regulations will be redrafted to make them easier to understand, the Government will retain the requirement for companies to note the following circumstances in their register: -

  • a company has established that it does not have PSCs;
  • a company has reason to believe that there are PSCs but has not been able to identify them;
  • a company has issued a formal request for information but it has not been complied with within the set timescale;
  • a company has placed restrictions on the relevant interest of a person or an entity that has not complied with a formal request for information; and
  • a company does not have information that can be put on the register and cannot make any other note as to the progress of its investigation.

5. Fees chargeable by companies for copies of their register

The Government intends to implement a fixed fee of Ł12 per request for a copy of a company's PSC register or any part of it (irrespective of how many parts are required to be copied). Please note that this is separate from the central public register to be held by Companies House.

6. The protection regime

PSCs' residential addresses and, if applicable, their service addresses being their usual residential addresses, will be protected information, with only credit reference agencies which satisfy certain conditions and specified public authorities having access to it.

BIS has confirmed that it will implement a protection regime for individuals on the grounds of serious risk of violence due to the company's activity, or, due to the circumstances specific to an individual PSC and their link to the company. It intends to put in place an application process for protecting wider secured PSC information with the Registrar being able to seek advice on the nature or extent of the risk of violence or intimidation from any authority he deems fit and provide clear guidance on whether an application can be made. Companies House is also due to publish detailed guidelines on the topic.

Following the consultation and as part of the transitional arrangements, the Government has also decided to extend the period in which a PSC could divest himself of his interest following an advance application to have his PSC information suppressed from 28 days to 12 weeks. The deadline would run from the later of the Registrar's decision that the application has been unsuccessful or the final appeal decided against the individual. Provided a PSC divests himself of his interest within the prescribed timeframe, his information will not be placed on the public register.

7. Warnings and restrictions notices

The Government currently does not intend to amend its policy that a person's lack of capacity to respond is the only factor which a company must take into account when considering reasons for his non-compliance with a request for information and the warning notice and it will provide sample draft notices as part of its guidance.

8. Foreign limited partnerships holding shares or rights in a UK company

By analogy with an English limited partnership which holds shares or rights in a UK company but does not take part in the management of the limited partnership (and will therefore not meet the first three conditions for significant control just by virtue of being a limited partner), the Government will extend these provisions to foreign arrangements similar to English limited partnerships. 

9. Corporations sole and others

Corporations sole (ie certain government officers), governments or government departments, international organisations and local authorities will be treated as if they were individuals under the PSC legislation in all respects, except that their confirmation will not be required before their details are entered on the register. In this respect they will be treated in the same way as legal entities details of which do not require to be confirmed before their registration on PSC register.

10. Societas Europaea ('SEs')

SEs registered in the UK will be required to keep a PSC register and the regulations modifying some of the legislation to ensure that the law is effective in its application to SEs will come into force at the same time as the PSC Regulations for companies.

11. LLPs

As anticipated, the PSC regime will now come into force in respect of LLPs at the same time as for companies and separate regulations will be adopted to that effect.

It is currently proposed that conditions for significant control of an LLP will be based on the following:

  • rights over surplus on winding up;
  • voting rights in an LLP, in terms of rights conferred on members in relation to matters to be decided by a vote of the members;
  • rights to appointment or remove the majority of those involved in management of the LLP;
  • other significant influence or control, to be explained in statutory guidance.

BIS has now also confirmed that we can expect a finalised guidance for companies, LLPs and PSCs (originally expected in October 2015) in January 2016. Please click here for the latest PSC legislation implementation timeline.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.