UK: Register Of People With Significant Control: Changes In Force From 26 June

Last Updated: 6 July 2017
Article by Jeffrey Elway and Sunil Kakkad

From 6 April 2016, most UK companies became subject to the new transparency obligations set out in Part 21A Companies Act 2006 ("Part 21A"). The aim of these provisions is to ensure that the individual(s) who ultimately own or control a UK incorporated company can be identified, regardless of any complex arrangements (such as trusts or chains of intermediate holding entities) that may be used in attempts to conceal their identity. Companies were exempted from the Part 21A requirements if they were subject to Chapter 5 of the Disclosure Guidance and Transparency Rules, but this exemption is removed with effect from 26 June 2017 by The Information about People with Significant Control (Amendment) Regulations 2017.

Companies exempt from Part 21A

The only UK companies that are now not required to comply with the Part 21A obligations are:

  • those with voting shares admitted to trading on a regulated market in a EEA state; and
  • those with voting shares admitted to trading on specified markets in Switzerland, the USA, Japan and Israel.

Those exempt companies are referred to in this insight as "Regulated Companies". Companies with shares admitted to trading on AIM will therefore no longer be automatically exempt. They have until 24 July to comply with the Part 21A requirements.

My company is not exempt; what must we do?

A company that is subject to the Part 21A obligations must take steps to identify the following:

  • any individual who has "significant influence or control" (whether directly or indirectly) over the company (a PSC); and/or;
  • any "relevant legal entity" (RLE), that is, any legal entity that:
    • would, if it were an individual, be a PSC; and
    • is "transparent" (as defined below; note that this expression is not used in Part 21A but is used as a shorthand term in this briefing).

An entity is "transparent" if it is:

  • a corporate entity that is itself subject to Part 21A;
  • a Regulated Company (as defined above); or
  • an entity to be specified in secondary legislation.

Having identified any PSCs or RLEs, the company must then determine if they are "registrable". Any registrable PSC or RLE must be identified in the company's PSC register. Any corporate entity in a chain of ownership that is not transparent is ignored for these purposes. Companies must look up their chain of ownership until they identify a PSC or a transparent legal entity.

How can I identify a PSC or RLE?

A person or entity will be required to be listed in the PSC register if the person or entity meets any of conditions 1 to 3 below. If none of those conditions apply, conditions 4 and 5 must be considered.

  • Condition 1 - holding, directly or indirectly, more than 25% of the shares in the company;
  • Condition 2 - holding, directly or indirectly, more than 25% of the voting rights in the company;
  • Condition 3 - holding the right, directly or indirectly, to appoint or remove a majority of the company's directors;
  • Condition 4 - having the right to exercise, or actually exercising, significant influence or control over the company;
  • Condition 5 - having the right to exercise, or actually exercises, significant influence or control over a trust or firm which itself satisfies at least one of the above conditions.

Conditions 4 and 5 are the most difficult of the conditions to interpret with precision. Statutory guidance has been issued on the meaning of "significant influence or control" (SIOC), but the guidance is expressly stated to be non-exhaustive.

SIOC rights could arise, for example, from:

  • special rights attaching to shares; or
  • contractual veto or decision rights over the company's activities in key areas such as appointing or removing the CEO, operation of incentive schemes, changes to business or business plans, share issues or changes to the company's constitution (although such rights may be disregarded where they exist to protect a minority shareholding).

For these purposes, the rights need only exist; they need not have been exercised.

A company must also consider if anyone actually exercises SIOC over it, even where they have no legal right to do so. Examples given in the guidance include:

  • someone who is not a director of the company but who is significantly involved in the management and direction of the company, or who regularly influences the decisions reached by a majority of the board (significant influence); or
  • a company founder who has transferred all or most of his shares to family members who continue to vote in accordance with the founder's instructions (control).

The first of the above bullet points could conceivably arise, e.g. where a company in financial difficulty consults its lender on all material board decisions. The guidance states that where a person can ensure that a company generally adopts the activities which the person desires, this would be indicative of "significant influence". Note that "significant influence" and "control" are alternatives; only one needs to exist in order for the relevant condition to be met.

The guidance states that all relationships that a person has with a company, or with other individuals with responsibility for managing the company, must be taken into account in order to determine whether or not the cumulative effect of those relationships gives rise to SIOC.

Information gathering

Companies subject to the PSC regime must take active steps to identify any PSC or RLE and must send notice to anyone it believes to be a PSC or RLE seeking confirmation of the position. Information relating to PSCs may only be entered in the company's PSC register when it has been confirmed as correct by the relevant individual. Any relevant details must be included in the PSC register within 14 days of being obtained (or confirmed in the case of information relating to an individual). Details must also be filed with the Registrar of Companies within a further 14 days.

We definitely have no PSC or RLE; what do we do?

A company's PSC register must never be blank. It must contain all relevant information, or record the steps taken to try to discover relevant details. If there is definitely no PSC or RLE, the register must record this.

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.

Events from this Firm
7 Nov 2019, Seminar, Birmingham, UK

Providing content specifically tailored to the needs of GCs and Heads of Legal working in government organisations and their affiliates.

14 Nov 2019, Seminar, London, UK

Providing content specifically tailored to the needs of GCs and Heads of Legal working in government organisations and their affiliates.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

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 or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq 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 of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions