UK: The People With Significant Control Regime Now Applies To AIM Companies

Last Updated: 27 July 2017
Article by Edward Westhead

As you may be aware, most companies incorporated in the UK are required to comply with a regime set out in Part 21A of the Companies Act 2006 (the "Act") and certain other regulations, known collectively as the "People with Significant Control" regime.

This imposes certain obligations on a company, including: (i) taking reasonable steps to identify and notify people with significant control of the company ("PSCs") and registrable relevant legal entities ("RLEs"); (ii) recording certain information in relation to these persons in a specific register (the "PSC Register"); and (iii) updating Companies House in respect of the same.

Previously, AIM companies had been exempt from this regime. However, on 26 June 2017, new regulations(*) came into force in the UK which effectively removed this exemption. Accordingly, from 26 June 2017, AIM companies must now comply with the PSC regime.

Please note that compliance with the regime is in addition to the existing significant shareholder disclosure obligations for an AIM company under AIM Rule 17 and DTR 5.

What do AIM companies now have to do and by when?

From 26 June 2017:

  • take reasonable steps to identify PSCs or RLEs (see below as to what this might entail);
  • once identified, notify the PSCs and RLEs using a specific form to obtain relevant information from them; and
  • within 14 days of obtaining the information, record the information in a dedicated PSC Register.

From 24 July 2017:

  • produce, keep and maintain a dedicated PSC Register; and
  • file its PSC information and any updates and changes to its PSC Register with Companies House, within 14 days of updating its PSC Register.

How does a company identify who is a PSC and an RLE?


Broadly, an individual is a PSC if he or she meets one or more of the following conditions in relation to the company:

  • he/she holds, directly or indirectly, more than 25% of the shares in the company;
  • he/she holds, directly or indirectly, more than 25% of the voting rights in the company;
  • he/she holds the right, directly or indirectly, to appoint or remove a majority of directors of the company;
  • he/she has the right to exercise, or actually exercises, significant influence or control over the company; or
  • he/she has the right to exercise, or actually exercises, significant control or influence over the activities of a trust or firm that, in each case, does not have legal personality under its governing law, where the trustees or members of that trust or firm meet any of conditions one to four (in their capacity as such) in relation to the company, or would do so if they were individuals.

There are detailed provisions and guidance which help a company apply these tests.


Although the PSC Register is primarily intended to record the details of individuals, it also requires the holdings of certain legal entities to be recorded (which, for the most part, will be companies). These legal entities are called "relevant legal entities" (RLEs).

To be capable of registration as an RLE, the entity must satisfy all of the following:

  • it must be a legal person under the law by which it is governed;
  • it must meet one or more of the specified PSC conditions as if it were an individual (i.e. the tests above as to whether an individual is a PSC, must also be met in respect of a legal entity that appears in the company's chain of ownership); and
  • the entity must be subject to its own disclosure requirements (i.e. broadly speaking the entity itself must be subject to the PSC regime or be admitted to trading on a regulated market in an EEA State).

Reasonable Steps

From 26 June 2017, an AIM company is required to take "reasonable steps" to identify if there are PSCs or RLEs in respect of the company.

The Act is not prescriptive as to what "reasonable steps" might entail. However, the BEIS Guidance for Companies has attempted to clarify the situation. What is reasonable should be determined on a case-by-case basis but the guidance states that a company should consider: (i) all documents and information available to it; (ii) interests held not only by individuals and legal entities, but also by trusts and firms that do not have legal personality; (iii) every interest in light of certain additional rules of interpretation(**); and (iv) leads in respect of potential direct or indirect interests in the company.

The guidance also explains that a company should consider the following documents when investigating PSCs/RLEs: its register of members, its articles of association, its statements of capital, any relevant agreements (including shareholder agreements), voting patterns, covenants or agreements which concern the appointment or removal of directors, and the other rules and guidance set out in Part 3 of Schedule 1A to the Act.

Once the company has identified persons whom it reasonably believes are PSCs or RLEs, it is required to notify such person of that fact and obtain specific information from them so it can record it on the PSC Register. The Act sets out a form for the notices that a company should send to those persons to obtain the necessary information. AIM companies should (where applicable) now be sending out the relevant forms to such persons.

Failure to take reasonable steps is a criminal offence by the company and every officer in default (potentially punishable by imprisonment or a fine). However, provided the company can show that it has taken reasonable steps, a failure to identify a PSC or RLE does not constitute an offence.

The PSC Register and Companies House filings

The PSC Register constitutes a statutory register (such as the register of members, register of allotments and so on) that companies are required to keep pursuant to the Act.

It should include the relevant details of all registrable PSCs and RLEs. There is a presumption that all PSCs and RLEs are registrable in a company's PSC Register, but this is rebuttable in certain circumstances.

Relevant details for a PSC include: their name, service address, country or state of usual residence, nationality, date of birth, usual residential address, date and nature of their control (i.e. which limb of the tests above they satisfy).

If a company is not in a position to complete its register, it must include certain wording to reflect the progress of the company's investigations. It is not acceptable just to leave the PSC Register blank.

For example, where the company has not yet confirmed the required particulars of a registrable PSC, the register must state that: "The company has identified a registrable person in relation to the company but all of the required particulars of that person have not been confirmed."

Where the company has not otherwise completed its investigations, the register must state that: "The company 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."

Where a company has completed its investigations and concluded that no individual or legal entity is registrable by that company, the register must state that: "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."

If there are any changes to the information regarding a PSC, a company must enter those changes or updated information into its PSC Register within 14 days and file such information at Companies House within 14 days of updating its PSC Register.

What to do now

Companies must not be caught out by the new regime, since failure to comply could result in criminal liability (whether imprisonment or a fine).

The obligations to identify and notify PSCs and RLEs are already in force. As such companies should already be reviewing relevant documentation to identifying potential PSCs and RLEs. Once identified, companies should send out the forms prescribed by the Act in order to inform the persons that the company believes they are PSCs/RLEs and to obtain the necessary information from them.

If this process has not yet started or you are unsure about how to comply with the regime (whether in identifying PSCs, compiling the PSC Register or making the relevant filings at Companies House) we would recommend that you get in touch with your usual contact at Fieldfisher. The regime can be fairly complicated and there is already an abundance of technical guidance, which we can advise you on.

(*)  "Information about People with Significant Control (Amendment) Regulations 2017 (SI 2017/693)"

(**)   Set out in Part 3 of Schedule 1A to the Act

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.