A holding company as your PSC
Take a common set-up: you own Holdco Ltd, and Holdco Ltd owns 100% of Trading Ltd. Holdco meets the PSC test for Trading Ltd (more than 25% of the shares), and as a UK company it keeps its own PSC record at Companies House, so it is subject to its own disclosure requirements1. Holdco is Trading Ltd’s registrable relevant legal entity, and you appear as Holdco’s PSC, not Trading Ltd’s.
The law covers entities that are subject to Part 21A of the Companies Act (UK companies), eligible Scottish partnerships, and companies with voting shares traded on a UK or EU regulated market1. An overseas company that doesn’t fall in one of these isn’t a relevant legal entity, so you look through it to the people or entities behind it.
Only the first in the chain
Where there’s a chain of companies, a relevant legal entity is non-registrable if its only interest in your company runs through another legal entity that is itself relevant1. In practice you record the entity nearest your company, not every parent up to the top. If Topco owns Holdco and Holdco owns Trading Ltd, Trading Ltd records Holdco only.
Other registrable persons
Some bodies are legal persons but can’t be looked through like a company. The Act treats a corporation sole, a government or government department, an international organisation and a local authority as if they were individuals for these rules1. If one of them meets a PSC condition over your company, it goes on the register as an “other registrable person”.
Check your company’s dates and set a reminder
Search the Companies House register. Your company page shows its filing dates, what to file next and a reminder you can set.
What is recorded
The forms for a relevant legal entity ask for its name, its registered office, its legal form and the law it is governed by, the register it is on and its registration number, the date it became registrable, and its nature of control, in the same share and vote bands used for individuals2. An other registrable person is described by its name, address, legal form and governing law, with no registration number. No date of birth or home address is involved.
| Who | Added | Details changed | Ceased |
|---|---|---|---|
| Individual | PSC01 | PSC04 | PSC07 |
| Relevant legal entity | PSC02 | PSC05 | PSC07 |
| Other registrable person | PSC03 | PSC06 | PSC07 |
Deadlines and identity checks
The 14-day deadline for PSC changes applies whoever the PSC is3. Identity verification currently applies to individual PSCs. Companies House has said it will introduce verification for officers of corporate PSCs at a later date4. A relevant legal entity doesn’t get a personal code itself.
Filing the change
Fileyear’s PSC update has a box for a PSC that is a company or other legal entity, and one for a legal person that isn’t a company, and files PSC02, PSC05 or PSC07, or PSC03, PSC06 or PSC07, from your answers.