PSC meaning

Individuals or entities that may be entered onto a PSC register: registrable individuals holding significant control registrable relevant legal entities subject to their own disclosure requirements: all UK companies limited by shares or by guarantee (including community interest companies (CICs)) and dormant companies UK unlimited companies UK limited liability partnerships (LLPs) unregistered companies subject to the Unregistered Companies Regulations 2009 (including some Royal Chartered bodies, such as City of London Livery Companies, Guilds and other societies and professional bodies) UK Societas...

This checklist outlines, in brief, the principal tasks and responsibilities that will usually fall to the buyer’s lawyers (and, in some instances, the seller’s lawyers) after completion of a private M&A acquisition where the target is a company incorporated in England & Wales. Once completion has occurred, the SPA should be reviewed carefully so the parties’ lawyers can accurately diarise the agreed matters, especially any deadlines, by reference to the parties’ specific post-completion obligations. As a result, although this checklist points to actions that are commonly required, every deal is different and the list cannot be comprehensive... Issue Guidance Registration of share transfers Buyer’s lawyers: Lodge with the Stamp Office the stock transfer form(s) (or a declaration of trust—see note below) relating to the target’s shares, for adjudication and payment of any stamp duty/transfer taxes (within 30 days of execution) Update the register of members of the target company (and any subsidiaries) Where applicable, update the people with significant control (PSC) register (CA...

This note provides a checklist of the principal questions to ask, and the actions to take, to meet the requirements of Part 21A of the Companies Act 2006 (CA 2006) covering people with significant control (the PSC regime). It focuses on keeping a register of PSCs and other registrable relevant legal entities (RLEs) (the PSC register)... The requirement to report PSC information The PSC regime covers UK incorporated companies limited by shares or guarantee (including community interest companies), limited liability partnerships (LLPs), unlimited companies, unregistered companies and UK Societas. Owing to the Scottish Partnerships (Register of People with Significant Control) Regulations 2017, SI 2017/694, it also applies to eligible Scottish partnerships (Scottish limited partnerships and Scottish qualifying general partnerships). These bodies must update their own registers within 14 days and amend the central record at Companies House within a further 14 days; eligible Scottish partnerships are not required to keep a PSC register but must deliver PSC details to Companies House within 14 days. For more detail, see...

View or print a full size PDF version: This flowchart outlines the key stages a standard company follows to identify persons with significant control (PSCs) or relevant legal entities (RLEs), enabling necessary updates to the company’s PSC register and the submission of particulars to the Registrar of Companies for the central register...

Restructuring & Insolvency weekly highlights—19 December 2024 In this issue: Key R&I law developments Corporate insolvency processes Directors and insolvency Insolvency litigation Creditors’ participation R&I in Scotland International restructuring and insolvency Daily and weekly news alerts Key dates for restructuring and insolvency professionals New Practice Note—Restructuring and insolvency Highlights 2024/2025 Key R&I law developments Insolvency Service publishes monthly insolvency statistics for November 2024 The Insolvency Service has issued its November 2024 statistics for England and Wales, covering both corporate and individual cases. There were 1,966 corporate insolvencies—13% higher than October 2024, yet 12% down on November 2023. Individual insolvencies reached 10,012, a 12% rise from October 2024 and 25% above November 2023. See: LNB News 17/12/2024 35. Corporate insolvency processes What comprises an ‘unregistered company’ under section 220(1) of the Insolvency Act 1986? (East Riding of Yorkshire Council v KMG) KMG (the Fund) is an investment fund established in...

In this issue: Company disclosures, records and registers Equity capital markets Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company disclosures, records and registers DBT issues updated statutory guidance on PSC ‘significant influence or control’ for companies and LLPs The Department for Business and Trade (DBT) has released updated statutory guidance clarifying the meaning of ‘significant influence or control’ for Schedule 1A to the Companies Act 2006 (CA 2006), in relation to the register of people with significant control (PSC register). Guidance has been produced for both companies and Limited Liability Partnerships (LLPs). See: LNB News 05/03/2026 28. Equity capital markets FCA Quarterly Consultation No 51—clarificatory amendments to the UKLR The Financial Conduct Authority (FCA) has published Quarterly Consultation Paper No 51, CP26/8, following reforms to the UK public markets framework and the introduction of the UK Listing Rules (UKLR) sourcebook, alongside the Prospectus Rules:...

In this issue: Probate Trusts Elderly and vulnerable clients UK taxes for Private Client HMRC Manuals updates Tax avoidance, evasion and non-compliance Regulatory compliance for Private Client Budgets and Finance Bills Charity and philanthropy Scotland, Wales and Northern Ireland International Question of the week Additional Private Client updates this week Daily and weekly news alerts LexTalk®Private Client: a Lexis+® community New and updated content Dates for your diary Trackers Useful information Probate Bereaved Partner’s Paternity Leave Regulations 2026 (SI 2026/237): these Regulations create a new statutory entitlement for an employee to take time off to care for a child during the first year following birth, placement for adoption, or arrival in Great Britain for an overseas adoption, where the child’s primary carer has died (bereaved partner’s paternity leave). They take effect on 6 April 2026. See: LNB News 15/01/2026 18. Trusts Representation orders...

People with significant control (PSC) regime The architecture of the people with significant control (PSC) regime, which first commenced on 6 April 2016, is contained in Part 21A of the Companies Act 2006 (CA 2006). Its purpose is to tackle worries about the lack of transparency in corporate ownership, where historically the register captured only the legal holder of shares, not always the beneficial owner. By requiring a PSC register, more precise and up‑to‑date details are available about who ultimately owns and directs companies and other bodies, and this information is made public via the central register at Companies House and remains accessible to the public. It assists prospective investors in their decision‑making. It likewise aids law enforcement bodies with money laundering enquiries. LLPs formed under the Limited Liability Partnerships Act 2000 must keep a record of persons with significant control over the LLP under the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016, SI 2016/340 (the LLP Regulations), as amended by the Information about People...

A well-maintained register of people with significant control (PSC) should make publicly available who ultimately owns and controls companies and other entities. The PSC framework applies to UK-incorporated companies limited by shares or by guarantee (including unlimited companies, unregistered companies, community interest companies and dormant companies), limited liability partnerships (LLPs), and eligible Scottish partnerships, namely Scottish limited partnerships and Scottish qualifying general partnerships (ESPs). For clarity, this guide chiefly refers to companies. For information on the regime’s scope, including how a company might most effectively obtain relevant beneficial ownership details, see Practice Note: PSC register—the people with significant control regime. Corporate transparency reform—changes to the PSC regime The Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) received Royal Assent on 26 October 2023 and is being introduced in phases across multiple commencement dates. Many provisions will only commence once detailed secondary legislation and guidance are in place, while others require the rollout of new technical processes and tools before they can operate. ...

A limited liability partnership (LLP) A limited liability partnership (LLP) is a corporate body established under the Limited Liability Partnerships Act 2000 (LLPA 2000). Most rules governing LLPs derive from modified company law rather than partnership law (see Practice Note: The nature of a limited liability partnership and its legal framework). The requirements for incorporation are prescribed in the LLPA 2000 and the Companies Act 2006 (CA 2006), as adapted by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (LLP (Application of CA 2006) Regs 2009). The method for forming an LLP closely mirrors the procedure for company incorporation...

[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control—Notice to an individual under section 790E of the Companies Act 2006 (the Act ) Interests in [ Company ] [ type ] We have reasonable grounds to consider that a relevant change has taken place in the particulars relating to you recorded on the PSC register of [ Company ]...

[ Insert date ] Dear [ Company Secretary OR Board of Directors ] of [ Company ], Register of People with Significant Control—voluntary notice of registrable status We state we constitute a registrable relevant legal entity with significant control, as set out in section 790C of the Companies Act...

[ Insert date ] Dear [ insert name of addressee ] Register of People with Significant Control—Withdrawal of Restrictions Notice Interests in [ Company ] [ shares OR rights ] We write to you under paragraph 11 of Schedule 1B to the Companies Act 2006 (the Act) to notify you that the restrictions notice dated [ Date ], issued pursuant to paragraphs (1)(3) and (1)(4) of Schedule 1B to the Act in relation to your relevant interest in the shares of [ Company ], is revoked with effect from the date of this notice. [ Insert the reason the restrictions have been withdrawn. ] Full information on your obligations under this Part of the Act, together with the penalties for non-compliance, can be found on the Gov.UK website. Yours [ sincerely OR faithfully ],[ Name ][ Director OR Secretary ]...

IR35 The off-payroll IR35 framework applies where: from 6 April 2017, the engager is a public authority; and from 6 April 2020, a private sector organisation (other than one that is ‘small’) hires a worker via an intermediary, for example a personal service company (PSC). The legislation takes effect in respect of payments made on or after those dates, even where such payments relate to services delivered before those dates. This applies without regard to precisely when the work was performed. In essence, and in practical terms, the off-payroll IR35 rules move the task of deciding whether IR35 applies from the PSC to the end client in relevant cases and, where IR35 does apply, they place the duty to deduct income tax and National Insurance contributions (NICs) on the party nearest to the PSC in the contractual chain (whether that is the end client contracting directly with the PSC, or another intermediary within more complicated contractual structures). IR35 is engaged...