Displaying PSC Details in the UK Incorporation Form

The UK Small Business, Enterprise and Employment Act 2015 amendments to the Companies Act 2006 have introduced the obligation to disclose PSCs/RRLEs/ORPs upon incorporating new Companies/LLPs, within the IN01 and LLIN01 Incorporation forms.

To show PSC related information on the IN0/LLIN01 form, Users must first create their PSC records manually by:

• Opening the relevant Incorporation.
• Navigating to Ownership > People with Significant Control.
• Selecting New.

Incorporations with No PSCs/RRLEs/ORPs

Should none of the Shareholders meet any of the conditions to qualify them as a PSC/RRLE/ORP for your new Incorporation, you must:

• Scroll down to the Statement of Additional Matters section and select either Additional Matter or the Jigsaw icon.

• A warning will appear informing you that the record must be saved before Additional Matters can be added. Select OK to save your record.

• Reselect Additional Matter (or select the Jigsaw once again) to access the Additional Matter Wizard.
• Use the down arrow by the Additional Matter field to choose the relevant status/Company Statement for the Company/LLP, in this case "Company has no PCSs or registrable RLEs - The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company".

• Enter the date from which the matter becomes applicable (i.e. the incorporation date) in the Date From field, complete the remaining fields if needed (for example, Notes, etc.), then select Next.

• Select to Validate event, then update all records immediately for the application to be updated with the matter, then select Finish.

• Save and Close your record.

The matter (statement) will have been recorded within Diligent Entities.

And will also show within the Incorporation Form, once generated.

Incorporations with Confirmed PSCs/RRLEs/ORPs

If, upon incorporation, there is an identified PSC/RRLE/ORP in relation to the Company/SE/LLP, you must:

• Select New to create their records.
• Scroll down to The PSC/RRLE section and select the Wand icon adjacent to it.

• Enter the name of the identified/confirmed PSC/RRLE/ORP and select Search, ensuring that you also set the Search field to the appropriate entity type (for example, Individuals, Companies, etc.).

• Select the relevant entity, select Next and then Finish.

The name of your PSC/RRLE/ORP will appear on the screen.

• Now select the Additional Matter option or the Jigsaw, ensuring that you Save your record first.

• Then select the down arrow by the Additional Matter field and select the (NON STATUTORY) PARTICULARS CONFIRMED matter.

• Complete the remaining (relevant) fields (for example, Date From, Notes, etc.), select Next and finalise the Wizard, ensuring that you update the system straight away for these details to appear on your Incorporation form.

Once the relevant name and Additional Matter have been entered, further details regarding the Nature of Control should be provided and disclosed in the Incorporation form. To add the Specified Conditions your PSC/RRLE/ORP is subject to:

• Navigate to the Specified Condition(s) section and
• Select Specified Condition or the Jigsaw icon.

• Select the appropriate Nature of Control from the Specified Condition dropdown menu (for example, "The person holds, directly or indirectly, more than 25% but not more than 50% of the shares in the company").

• Enter the corresponding start date, notes, etc., select Next and finalise the Wizard.
• Repeat these steps for all of the remaining Specified Conditions that are applicable to your PSC/RRLE/ORP (for example, "The person holds, directly or indirectly, more than 25% but not more than 50% of the voting rights in the company"). Your Specified Conditions will be listed on the screen.

• Complete the remaining fields if necessary, Save and Close your record.

Follow the same steps to create PSC records for each of the remaining PSCs/RRLEs/ORPs.

Adding details related to registrable persons, RLEs and ORPs against the Incorporation will ensure that the Incorporation form is populated with the correct information.

And will also display the particulars of the PSCs/RRLEs/ORPs within the relevant sections of the IN01/LLIN01 form.

The missing details can equally be verified within Diligent Entities, by using the Validations feature of the software (see Ensuring that your system is ready for PSC for more information). For the PSC/RLE/ORP to appear on the IN01 form, they must have their particulars confirmed using the "(NON STATUTORY PARTICULARS CONFIRMED)" additional matter. Although RLEs/ORPs are not required to confirm their particulars, Users must select this status to ensure that the RLEs'/ORPs' details (name, address, etc.) are shown in the Incorporation Form. The same applies to Individual PSCs, however, in this case, the (NON STATUTORY) PARTICULARS CONFIRMED status should only be used once their particulars have indeed been confirmed.

ORPs must be identified as such by selecting the relevant ORP type for the entity (see Ensuring that your system is ready for PSC for more information).

The register in which the RLE is entered, as well as their country/state and registration number must also be correctly completed within the application. If the RLE is a non-EAA Company and this information is not available, the fields must be suppressed by following the steps described in Ensuring that your system is ready for PSC.

Individual 790ZF and 790ZG Exemptions must be duly entered within the application (see Ensuring that your system is ready for PSC and Dealing with Changes to your PSCs/RRLEs/ORPs and their Details for more details), though, if a 790ZG exemption is granted for an Individual, the standard Company and LLP Incorporation forms cannot be used and are not E-Fileable but must be paper filed instead.

The current topic deals with Incorporation Forms from a PSC perspective only. For more details regarding Electronic Incorporations, refer to the UK Electronic Incorporations user guide. Alternatively, contact your Customer Success Manager to arrange training.

Should you elect to keep your PSC details in the public register, you can submit this information within your IN01/LLIN01 form:

• Open your Incorporation.
• Navigate to Incorporation Details > Incorporation Addresses.
• And enter your details as explained in Keeping PSC Information on the Public Register.

Your choice will be reflected in section K5 of the IN01 form / section G3 of the LLIN01 form.

To record that an objection was received regarding storing PSC details in the central register, Users must:

• Open the Incorporation.
• Go to Incorporation Details.
• Select Edit.
• Scroll down to Objection from eligible PSC re public PSC Register and select the checkbox.
• Save their changes.

The No objection checkbox in the K5 section of the IN01 form/ G3 section of the LLIN01 form (selected by default if the PSC Register address is set to be held on the public register) will now be unselected.

Once the relevant PSC details have been stored within Diligent Entities, you should generate your IN01/LLIN01 form in the usual way, by:

• Navigating to Incorporation Details and selecting Wizards > Incorporate Electronically for the E-Fileable form.

• Or Wizards > Documents > Pre-Incorporation Documents for the non E-Fileable form.

• Enter a date for the form and make sure that the PSC's consent to have their particulars supplied within the Incorporation Form is recorded by selecting the Consent to act given for appointment(s) and PSC subscriber(s) checkbox.

• Select Next and complete the Wizard as usual.

This will result in your PSC records, including section M1 of the IN01 form / section I1 of the LLIN01 form, being correctly populated.