What does it mean there is no persons of significant control?
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:
- Widely Held Companies:
- No shareholder owns more than 25%
- Common in larger companies with dispersed ownership
- Listed companies may have thousands of small shareholders
- Equal Partnerships:
- Five or more equal shareholders (each with 20% or less)
- No individual has decisive control
- Decisions made collectively
- Complex Structures:
- Ownership through multiple entities
- Each below the 25% threshold
- No single controlling party
Potential Concerns:
- Non-Compliance:
- Company hasn't properly identified PSCs
- Failure to understand PSC requirements
- Administrative oversight
- Deliberate Concealment:
- Attempting to hide true ownership
- Using complex structures to avoid disclosure
- Potential money laundering risk
- 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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