Q&As

Should the personal representatives of a deceased shareholder be entered into a company's PSC register?

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Published on LexisPSL on 06/09/2016

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Should the personal representatives of a deceased shareholder be entered into a company's PSC register?
  • Transmission of shares by operation of law
  • Rights of a PR as a transmittee of shares
  • Status of a PR as a PSC

Should the personal representatives of a deceased shareholder be entered into a company's PSC register?

The two main categories of entity that should be recorded on a persons with significant control (PSC) register are:

  1. registrable individuals with 'significant control' (as defined by reference to the five conditions set out in Schedule 1A to the Companies Act 2006 (CA 2006)), and

  2. any other registrable 'relevant legal entities' (RLEs) that have significant control and are 'subject to their own disclosure requirements'

For detailed information on the entities that are PSCs, see Practice Notes: PSC Register for companies—who are people with significant control? and PSC Register—practical examples, which include links to all relevant legislation and guidance. For a more general note on the PSC regime, see Practice Note: PSC register—the people with significant control regime.

Transmission of shares by operation of law

It is possible that a personal representative (PR) of a deceased shareholder is a PSC who must be included in the PSC register. To establish whether this is the case, it is first necessary to establish their status with regard to the shares of the deceased shareholder.

On the death of a shareholder, their shares are transmitted to their PR automatically (ie they are transferred by operation of law, without any instrument of transfer being required), unless the shares are held jointly. Where the shares are held jointly, the interest of the deceased

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