What does it mean there is no persons of significant control?

Category: Company Information

When a company states there are no Persons with Significant Control (PSC), this is an unusual situation that requires careful consideration.

What PSC Means: A Person with Significant Control is someone who:

  • Holds more than 25% of shares
  • Holds more than 25% of voting rights
  • Has the right to appoint or remove directors
  • Has significant influence or control
  • Is part of a trust or firm meeting these conditions

Why 'No PSC' is Unusual: Most companies have at least one PSC because:

  • In small companies, founders typically own more than 25%
  • Someone usually has significant control
  • Directors often qualify as PSCs

Legitimate Reasons for No PSC:

  1. Widely Held Companies:
    • No shareholder owns more than 25%
    • Common in larger companies with dispersed ownership
    • Listed companies may have thousands of small shareholders
  2. Equal Partnerships:
    • Five or more equal shareholders (each with 20% or less)
    • No individual has decisive control
    • Decisions made collectively
  3. Complex Structures:
    • Ownership through multiple entities
    • Each below the 25% threshold
    • No single controlling party

Potential Concerns:

  1. Non-Compliance:
    • Company hasn't properly identified PSCs
    • Failure to understand PSC requirements
    • Administrative oversight
  2. Deliberate Concealment:
    • Attempting to hide true ownership
    • Using complex structures to avoid disclosure
    • Potential money laundering risk
  3. Investigation Status:
    • Company still investigating PSCs
    • Awaiting confirmation from potential PSCs
    • Temporary status

What to Check:

  • Review the PSC statement date
  • Check if marked as 'PSC requirements not met'
  • Look at shareholding structure
  • Consider company size and type
  • Check filing history for changes

Red Flags:

  • Long-standing 'no PSC' status without explanation
  • Complex ownership with no PSCs
  • Recent changes before significant transactions
  • Inconsistent with company size/type

Due Diligence: If dealing with a 'no PSC' company:

  • Request explanation from the company
  • Check if PSC register is up to date
  • Consider additional ownership verification
  • Be cautious if transparency is important
  • Seek professional advice for significant transactions

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