Under most construction contracts, the contractor takes on the ground conditions risk. However, a recent case has demonstrated that the risk can fall on the employer.
1. What is a PSC Register?
The PSC register is a new statutory register that most UK companies and LLPs are required to keep from 6th April 2016 as a result of the changes introduced by the Small Business, Enterprise and Employment Act 2015. The aim of the legislation is to ensure that individuals who are ultimate beneficial owners or controllers of a company are identified and details of their interests are made public.
2. Do you need to maintain a PSC Register?
The requirement to keep a PSC Register applies to most UK companies, including single and multi-academy trusts. The requirement also applies to subsidiary trading companies operated by an academy trust.
3. Where do you start?
You must take reasonable steps to find out whether there are any persons who have significant control or influence over the company.
Once you have the information, you must then include it on the PSC Register. The PSC Register must be filed at Companies House after 30 June 2016 when filing the company’s confirmation statement (the replacement for the annual return). You must keep the information on the PSC Register up to date.
4. Who is a person with significant control?
A PSC is an individual who meets one or more of the following conditions:
- owns more than 25% of the shares in a company
- holds more than 25% of the voting rights in a company
- has the right to appoint or remove a majority of the board of directors
- has the right to exercise or actually exercises significant influence or control
- has the right to exercise or actually exercises significant influence or control over a trust or firm (which trust or firm would be a PSC, were it an individual)
‘Significant influence” or ‘significant control’ are alternatives and include:
- being significantly involved in the management and direction of the company (e.g. a person who is regularly consulted on and influences board decisions); and
- having recommendations always or almost always followed by those who hold the majority of the voting rights in the company.
- in an academy trust which has only three members, each of those members will be a PSC since they each hold more than 25% of the voting rights in the academy trust;
- in a church academy trust where a diocesan body has the right to appoint a majority of the governors/directors that diocesan body may well be a PSC; and
- in a church academy trust where, in practice, a diocesan body exercises significant influence or control over the academy trust the diocesan body may well be a PSC.
This list is not intended to be exhaustive and further advice should be obtained if there are other circumstances which you consider might cause an individual or organisation to fall within the definition of a PSC.
5. What information needs to be included?
You must record in the register the PSC’s
- date of birth;
- country, state or part of the UK where the PSC usually lives (England, Wales, Scotland or Northern Ireland);
- usual residential address (not publicly available);
- the date the person became a PSC of the company;
- which of the conditions the PSC meets; and
- any restrictions on disclosing the PSC’s information.
If you have taken all reasonable steps and are comfortable that there are no PSCs, you will need to note this in the PSC Register. The guidance states that the register must say “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”.
You must not leave the register blank.
For more information
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