Companies House’s online PSC filing options are not quite what they seem.
It’s not uncommon for a family trust to own shares in a private company. Where that happens, consideration must be given to the implications under Companies Act 2006 Part 21A (information about people with significant control).
Each of the trustees will be regarded as possessing personally all the rights and powers which he or she holds jointly with the other trustees; so where the trustees control more than 25% of the shares or voting rights (or have the right to appoint or remove a majority of the directors), each individual trustee will rank personally as a person with significant control.
So far, so good; and anyone using form PSC01 to notify PSCs to Companies House in this situation is unlikely to go astray.
Not so anyone seeking to notify online, as we are all of course enjoined to do.
Filing online, one finds that two of the PSC notification options are ‘Ownership of shares as a trustee of a trust’ and ‘Ownership of voting rights as a trustee of a trust’.
One might reasonably suppose that these might be the appropriate boxes to tick for people who, er, own shares or voting rights as a trustee of a trust.
One would suppose wrongly. I was surprised to be told by Companies House recently that the above stated options are intended for use by individuals meeting the ‘fifth condition’ in Part 21A as having significant influence or control over the activities of a trust of which they are not trustees. Or, in the words of my Companies House interlocutor, ‘the term trustee of a trust should be used for someone controlling the trust, like a trust protector, not the trustees themselves’.
Companies House’s online PSC filing options are not quite what they seem.
It’s not uncommon for a family trust to own shares in a private company. Where that happens, consideration must be given to the implications under Companies Act 2006 Part 21A (information about people with significant control).
Each of the trustees will be regarded as possessing personally all the rights and powers which he or she holds jointly with the other trustees; so where the trustees control more than 25% of the shares or voting rights (or have the right to appoint or remove a majority of the directors), each individual trustee will rank personally as a person with significant control.
So far, so good; and anyone using form PSC01 to notify PSCs to Companies House in this situation is unlikely to go astray.
Not so anyone seeking to notify online, as we are all of course enjoined to do.
Filing online, one finds that two of the PSC notification options are ‘Ownership of shares as a trustee of a trust’ and ‘Ownership of voting rights as a trustee of a trust’.
One might reasonably suppose that these might be the appropriate boxes to tick for people who, er, own shares or voting rights as a trustee of a trust.
One would suppose wrongly. I was surprised to be told by Companies House recently that the above stated options are intended for use by individuals meeting the ‘fifth condition’ in Part 21A as having significant influence or control over the activities of a trust of which they are not trustees. Or, in the words of my Companies House interlocutor, ‘the term trustee of a trust should be used for someone controlling the trust, like a trust protector, not the trustees themselves’.
