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PSC Register for Private Ltd co (A) owned by another Private Ltd company (B) and one person owns 100% shares in Coy B

Who should be on the PSC register for company A ?

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I have a client who is sole director and shareholder of 2 Private Ltd Companies . call them A and B .

Coy A is fully owned by Coy B as coy B holds 100% of the shares in A.

The Director of coy B holds 100% shares in Coy B  therefore indirectly controls Coy A.

Ive reviewed the PSC requirements for Ltd companies but i still cannot determine if its the Director of B that shoud go on the PSC register of coy A or if it should be both the Director and Coy B.

One of the difficulties i am encountering is: I am trying to determine if Coy B is Relevant ( as stipulated under section 2.2.2 of the Guidance on the register of people with significant control)  but I cannot tell if the company (as a private coy ) is subject to Chapter 5 of the FCAs Disclosure and Transparency rules .

 

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Big Daddy's Diner
By mookgirluk
13th Sep 2016 14:31

If Company B is a UK Registered company then, as it is required to hold it's own PSC register, it would qualify as a RLE and be the PSC for Company A.

The Director & 100% shareholder of Company B would then be the PSC for Company B.

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Replying to mookgirluk:
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By umat
13th Sep 2016 14:52

Thanks for your response . However I am unsure if your answer is correct because for a legal entity (coy B) to be relevant it must satisfy all the conditions in section 2.2.2 as stated below :-

A legal entity is relevant in relation to your company if it meets any one or more of the conditions (i) to (v)
set out in paragraph 2.1.1 and:

It keeps its own PSC register; 

It is subject to Chapter 5 of the Financial Conduct Authority’s Disclosure and Transparency Rules (DTRs); or

It has voting shares admitted to trading on a regulated market in the UK or European Economic Area (other than the UK) or on specified markets in Switzerland, the USA,
Japan and Israel.

The conditions in 2.1.1 are met but here in 2.2.2
The guidance implies that In addition to coy B having its own PSC register it must meet one of the other 2 conditions (FCA disclosure or voting shares admitted on a regulated market ....) as stated above .

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Replying to umat:
By Duggimon
13th Sep 2016 15:47

The "or" after the second statement is key, the company need not meet all of those requirements, only one of them, i.e. it keeps its own PSC register.

It is as the first reply said, Coy B goes on the register for A and the director goes on the register for Coy B.

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Replying to Duggimon:
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By umat
13th Sep 2016 16:31

The operative word OR only comes into play for the last 2 conditions in 2.2.2 not the first condition (it keeps its own PSC register) .
That means the coy must keep its own register and then meet either one of the remaining 2 conditions.

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Replying to umat:
By Duggimon
13th Sep 2016 17:06

You are wrong.

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Big Daddy's Diner
By mookgirluk
13th Sep 2016 16:45

See s2.2.2 (page 10) of the guidance
https://www.gov.uk/government/uploads/system/uploads/attachment_data/fil...

It does only needs to meet one of these conditions to be relevant.

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Replying to mookgirluk:
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By umat
13th Sep 2016 17:13

I have seen that link and I have already put the key parts of the guidance in my opening post.
If you review it properly you will see that it is not only one of the conditions that need to be met.

2.2.2 explicitly states
A legal entity is relevant in relation to your company if it meets any ONE OR MORE of the conditions (1) to (V) in set out in para 2.1.1 AND:
it then goes on to list 3 criteria the last 2 of which are separated by an OR condition .

The choice of only one condition being met are those found in sections 2.1.1 however in addition to any one of those conditions being met the coy must meet the conditions in 2.2.2
it is not only one of the conditions in 2.2.2 that must be met but 2 of the 3 conditions . If it was only one of the conditions in 2.2.2 there would be an OR after the 1st condition.

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Replying to umat:
By Duggimon
13th Sep 2016 17:13

You are wrong, the issue is with your reading comprehension. It states that one of those three options is enough, that is what that paragraph means.

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Replying to Duggimon:
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By umat
13th Sep 2016 17:31

I think my reading comprehension is pretty good. However if you would be kind enough to show me the sections that you are referring to (specifically where it states one of the options is enough ) I would be able to see if I agree with you .

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Replying to umat:
By Duggimon
14th Sep 2016 08:39

It says it in the bit you've already posted. A list where it says A, B or C means any one of A, B or C, it doesn't mean A and one of B or C.

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