Q&As

What are the requirements of the people with significant control (PSC) regime in the period between execution of a share transfer agreement and registration of the new holder of the shares in the register of members?

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Published on LexisPSL on 15/11/2016

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

  • What are the requirements of the people with significant control (PSC) regime in the period between execution of a share transfer agreement and registration of the new holder of the shares in the register of members?
  • The PSC regime
  • The period between completion and registration

What are the requirements of the people with significant control (PSC) regime in the period between execution of a share transfer agreement and registration of the new holder of the shares in the register of members?

This Q&A considers, in the context of a transfer of shares, the requirements of the people with significant control (PSC) regime in the period between completion (ie execution of the sale and purchase agreement) and stamping. It also considers more generally the position between completion and registration of the new holder of the shares in the register of members.

The PSC regime

A transfer of shares effectively triggers two responsibilities in relation to the PSC regime. One is that the transferee, if they believe they are a PSC in relation to the company, has a duty to provide the required details to the company so that the company can update its PSC register. See Practice Note: PSC Register—guidance for PSCs and RLEs.

Meanwhile, the second (ongoing) responsibility is that the company must take reasonable steps to ensure that its PSC register is up-to-date (see Practice Note: PSC Register for companies—steps to be taken and completion of the register).

The period between completion and registration

In terms of the significant ownership or control conditions under the Companies Act 2006, Sch 1A, it is likely that some of them may not be satisfied until the transferee

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