Register of people with significant control meaning

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...

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: Company disclosures, records and registers Equity capital markets Corporate governance Financial services regulation for corporate lawyers Restructuring and insolvency for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company disclosures, records and registers DBT publishes draft statutory guidance clarifying ‘significant influence or control’ for PSCs in companies and LLPs In January 2026, the Department for Business and Trade issued two draft statutory guidance papers on the concept of ‘significant influence or control’ for the purposes of the Register of People with Significant Control (the PSC register) regime under schedule 1A to the Companies Act 2006. One sets out what amounts to significant influence or control in relation to companies, and the other does so for limited liability partnerships (LLPs). Both drafts are to be laid before Parliament for 40 days, during which either House may resolve that approval should not...

In this issue Sustainable finance and ESG round-up Lending Security Shipping finance Sustainable finance Real estate finance Regulation for derivatives lawyers Sanctions Daily and weekly news alerts New and updated content Useful information Sustainable finance and ESG round-up—November and December 2025 This November–December 2025 Sustainable finance and ESG round-up from the Finance Group spotlights: (1) the European Parliament’s final sign-off on sustainability omnibus amendments; (2) the International Chamber of Commerce’s ratification of the Principles for Social Trade Finance and Sustainability-Linked Supply Chain Finance; and (3) the International Capital Market Association Executive Committee’s release of Climate Transition Bond guidelines. For more, see News Analysis: Sustainable finance and ESG round–up—November—December 2025. Lending The Department for Business and Trade has issued two draft statutory guidance notes on the meaning of ‘significant influence or control’ for the Register of People with Significant Control under Schedule 1A to the Companies Act 2006—one tailored to companies and...

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. ...

This Practice Note looks at the principal considerations and steps when establishing a company limited by shares or by guarantee. What is a company? A company is a business vehicle that exists as a separate legal entity, distinct from its members. It is owned by its members and run by its directors. It is governed by the Companies Act 2006 (CA 2006). Companies are widely used; more than 5 million are on the UK public register maintained by Companies House. Under the CA 2006, the following company types are available: Public or private companies limited by shares — see Practice Notes: Private companies limited by shares and Public companies limited by shares Private companies limited by guarantee (primarily used by charities and other not-for-profit organisations — see Practice Note: Companies limited by guarantee) Unlimited companies (comparatively uncommon — see Practice Note: Unlimited companies) For details on other business vehicles, see Practice Note: Forms of business vehicle — fundamentals....

[ 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 ]...