Question UK-based enquiry (Re PSCs)

[Triassic]

Hello. I work in the field of acquiring companies in the U.K. Sometimes it would be valuable to not be viewed as a person of significant control (PSC) on the public U.K. register.

I understand the basics of RLE/PSC rules. What I was wondering was, whether the below structure would work, as an example:

1. Set up overseas holding company ("IntCo")
2. Issue shares in IntCo between four U.K. companies (example)
3. Those four U.K. companies are all owned by one common shareholder ("Owner")

Would the Owner be considered a PSC in this case? The overseas parent, IntCo, would not be an RLE as it is international, and cannot be a PSC as it is a company.

The four (or whichever number) U.K. companies would not be RLEs with only 25% shareholdings (example).

But perhaps the Owner (by virtue of owning all four intermediary U.K. companies in this case) would still be considered PSC? But I am of the impression that the four intermediaries would break the chain?

 

[CaptK]

If you don't need a bank account then you can leave the PSC off.

Splitting the shareholding to all less than 25% again will work but you would not get a bank account.

 

[Triassic]

Thank you, ah, that's tricky. So, all banks want to see one UBO. And UBO must be tied to a PSC? Because of course, there would be a UBO in my four-split scenario, only not per PSC rules. But banks will want the UBO reflected on Companies House as PSC?

 

[bizniz]

Remember that the UBO implies ownership, whereas the PSC implies Control, so they are not necessarily the same thing. You may be able to separate the two with a trust structure where you have a paid professional manager who is in full control but is not the owner, provided the owner has no authority to fire the manager. Mainstream banks will certainly not like it, but if your business is big enough to justify the extra work for the bank, it may be possible. You also definitely need a very specialist lawyer for this.

Another way to structure it is to use a public company listed on a stock exchange somewhere.

 

[CaptK]

Or use a foreign entity with a branch office.

 

[Triassic]

Or use a foreign entity with a branch office.

Thank you both. I can't see how this would work? Did you mean a foreign, listed entity?

 

[CaptK]

Thank you both. I can't see how this would work? Did you mean a foreign, listed entity?

Register in another country and then set up a branch or marketing office.