October 4th, 2018
The PSC register can be confusing and is regularly causing huge amounts of information gathering between our team, our clients and your clients as we try and get the correct information for the register. One particular rule that is worth addressing is, what is the correct PSC to register when offshore companies are shareholders of a company?
If the offshore company is deemed a PSC by meeting at least one of the PSC conditions, a further check is required to see if the offshore company itself has any individuals or companies that would meet PSC criteria, as they are required to be registered as the PSC not the offshore company.
The three PSC criteria are as follows:
The shares and rights in a company might be held indirectly when someone has a majority stake in the legal entity that meets the PSC criteria.
For companies registered in the UK (including LLP’s and Scottish partnerships and SE’s) that person is not required to be entered on the PSC register unless the legal entity they hold their interest through is not a RLE. This is the case for the following:
A legal entity might not be an RLE because:
Instead, you must look at the ownership and control of that legal entity to identify any individuals or RLEs who have a majority stake in that legal entity. Someone will hold a majority stake if:
See the chart to compare the PSC for each company A, B, and C when companies are UK companies compared to the final diagram when there are overseas companies in the ownership structure.