Q&As

What should be entered in the PSC register of a UK private limited company where the shares are held by an individual via a Dutch foundation entity or Stichting Administratie Kantoor (StAK)? What are the obligations of the company (and the individual) if the Dutch entity refuses to supply details of its investors?

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Published on LexisPSL on 28/09/2016

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

  • What should be entered in the PSC register of a UK private limited company where the shares are held by an individual via a Dutch foundation entity or Stichting Administratie Kantoor (StAK)? What are the obligations of the company (and the individual) if the Dutch entity refuses to supply details of its investors?
  • Duty of potential PSC?

What should be entered in the PSC register of a UK private limited company where the shares are held by an individual via a Dutch foundation entity or Stichting Administratie Kantoor (StAK)? What are the obligations of the company (and the individual) if the Dutch entity refuses to supply details of its investors?

This Q&A relates to the use of a Dutch Depository Foundation or Stichting Administratie Kantoor (StAK) as a special purpose vehicle to potentially reduce the transparency of an individual’s beneficial ownership in a UK private limited company.

Under Part 21A of the Companies Act 2006 (CA 2006), the two main categories of entity that should be recorded on a persons with significant control (PSC) register are registrable individuals with 'significant control', and any other registrable 'relevant legal entity' (RLE). RLEs are legal entities under the law by which they are governed, would be individual PSCs if they were an individual, and are 'subject to their own disclosure requirements'.

Legal entities will not be RLEs if they are not subject to their own disclosure requirements, for example unlisted overseas companies or UK limited partnerships. If a legal entity is not an RLE it cannot be registered on a PSC register, however the investigating company must trace through any non-registrable entities until it finds registrable indirect PSCs or RLEs (or alternatively determine that there are no

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