PSC register: UK companies owned or controlled by non-UK legal entities

20 January 2016
A PSC (People with Significant Control) is by definition an individual, and not a legal entity.
But UK company might be owned or controlled by a legal entity, not an individual. A legal entity must be put on the PSC register if it is a relevant legal entity (RLE) in relation to your company and if it is the first relevant legal entity in your company’s ownership chain.

When a legal entity is not an RLE it cannot be registrable and you cannot enter it on the PSC register. 
A legal entity might not be an RLE because:
- it is a UK legal entity which is not a company, LLP; or
- it is a non-UK legal entity.

Instead, you must look at the ownership and control of that legal entity to identify any individuals or RLEs who have a majority stake in that legal entity. 

A non-UK legal entity with no owners or members, where it assets are managed as an independent capital (e.g. Swedish foundation)  is very unlikely to be an RLE and cannot be entered on the UK company’s PSC register. 

However, if anyone has the right to exercise, or actually exercise, significant influence or control over UK company then they will be required to go on the PSC register, without mention of the foundation.

To better understand whether or not the foundation’s board members have the right to exercise or actually exercise dominant influence or control over the UK company, need to look at the statutory guidance on the meaning of ‘significant influence or control’.

For instance, an individual holding the Power of Attorney on behalf of the foundation, as the delegate to the UK company shareholders' meeting, may be considered as PSC.  

If there have been taken all reasonable steps and are confident that there are no individuals or legal entities which meet any of the PSC conditions in relation to your UK company, you must enter that fact on the PSC register. The register must say 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.”