Social housing providers will routinely have a number of construction projects underway at any one time. It is essential for client teams to understand and avoid key contract management pitfalls.
What is a PSC Register?
The PSC register is a new statutory register that most UK companies and LLPs (including charitable companies) will be 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.
Do you need to maintain a PSC Register?
The requirement to keep a PSC Register applies to most UK companies, including charitable companies, dormant companies and LLPs. So the requirement applies to not for profit organisations that are incorporated as companies (including companies limited by guarantee and community interest companies and to wholly owned subsidiary trading companies.
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 following 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.
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 the following example Charitable Company A has no PSCs. It has 5 trustees who are the only members of the company. As such, each person has just 20% of the voting rights in the company.
In this second example Charitable Company B has just two members and each of them is a PSC.
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 that charitable 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.
A recent case stands as a good reminder to employers to be careful when distinguishing between pensionable employment under a pension scheme’s rules and employment under a contract of employment.
By early morning on 3 May, it was clear that there had been a huge change in the composition of many councils across the country.
Following our new partner announcement, it is with great pleasure that we can announce additional promotions.
Even those of us with zero football knowledge will most likely know of the shenanigans at a Chelsea FC game this season.
The gig economy, the tensions between it, and our more established ways of working are rarely far from the news these days.
The case of Network Rail Infrastructure Ltd v Crawford  EWCA Civil 269 will not win awards for excitement but is useful guidance when dealing with workers’ rest periods under the WTR 1998.
Non-UK nationals will surely be worried about an uncertain future, with much still unclear. These feelings will inevitably accompany people to work, and so employers need to be prepared.
Pension disputes in the LGPS need to be dealt with through the Internal Dispute Resolution Procedure. Join Doug Mullen for a free 45 minute webinar on getting the process right.
We’re delighted to announce that we have once again been ranked fourth in the list of the top legal advisers by number of charity clients in the Top 3000 Charities 2019 directory.
To receive invitations to our events, as well as information and articles on legal issues and sector developments that are of interest to you, please sign up to Newsroom.