The Society for Computers and Law (SCL) has introduced an Adjudication Scheme for IT Projects and Services.
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.
In our latest Company Secretary Update, we focus on the Queen’s Speech over Christmas and the recommendations and commitments in relation to housing.
So after two days of legal argument, the Supreme Court have now retired to reach their decision in the joined cases of Tomlinson-Blake v the Royal Mencap Society and Shannon v Rampersad.
Anthony Collins Solicitors has revealed details of its annual social impact, including advising on funding deals for building 19,603 new homes and setting up 90 new charities.
The United Kingdom Homecare Association (UKHCA) has announced its new calculation for the minimum price of homecare of £20.69 per hour (to be effective 1 April 2020).
A recent High Court case suggests that the Charity Commission is now more inclined to utilise its regulatory powers than ever before.
We are delighted to confirm that partner, Donna Holmes, has been appointed to the Panel of Guardians for Missing Persons Affairs from 1 February 2020.
Meningitis now are calling for corporate supporters as part of their New Year New You 2020 campaign - why not sign up and get a team together to take part in one of their events this year.
Recent data reports that the financial cost of clinical negligence claims runs to a total of £83bn, but what is the real cost of clinical negligence?
Would you know how to manage an escalating social media storm? Are you confident in your plans and policies for responding to, and managing, a prominent ‘scandal’ in your charity?
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.